Common use of Authority; Non-Contravention; Approvals Clause in Contracts

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the Company has full right, capacity, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company and by the Stockholders, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the Stockholders, and, assuming the due authorization, execution and delivery hereof by Compass, constitutes a valid and legally binding agreement of the Company and the Stockholders, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 The execution and delivery of this Agreement by each of the Company and the Stockholders do not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, any of the terms, conditions or provisions of (i) the Articles of Incorporation or By-laws of the Company or any Company Subsidiary, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the business, properties or assets of the Company or any Company Subsidiary, (iii) any note, bond, mortgage, indenture or deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary or any of the Stockholders is a party or by which any of the Stockholders, the Company, any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination or acceleration, or creation of Liens, under the terms, conditions or provisions of the items described in clauses (i) through (iv) of the preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses (iii) and (iv) above, to obtaining (prior to the Closing) consents required from, or giving notices required to be provided to, commercial lenders, lessors or other third parties, all of which required consents and notices are listed on Schedule 4.4.2. -------------- 4.4.3 Except for (i) the filing in connection with the IPO of a registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended (the "1933 Act"), (ii) the declaration of the effectiveness thereof by the SEC and, if required, filings with various state blue sky authorities and (iii) any notices of change-in-control required with respect to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.3, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders or the consummation by the Company and the Stockholders of the transactions contemplated hereby.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the 4.3.1 The Company has full right, capacity, power and authority to enter into this Agreement and, subject to the approval of the Merger and the transactions contemplated hereby by the Company's stockholders, to consummate the transactions contemplated hereby. This The execution, delivery and performance of this Agreement has been approved by the Board of Directors of the Company and have been duly authorized by the Stockholders, and no other all necessary corporate proceedings action on the part of the Company are necessary Company, subject to authorize the execution approval of the Merger and delivery of this Agreement or the consummation by the Company of the transactions contemplated herebyhereby by the Company's stockholders. This Agreement has been duly executed and delivered by the Company and the StockholdersCompany, and, assuming the due authorization, execution and delivery hereof by CompassCenterprise, constitutes a valid and legally binding agreement of the Company and the StockholdersCompany, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 4.3.2 The execution and delivery of this Agreement by each of the Company and the Stockholders do does not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien claim, lien, privilege, mortgage, charge, hypothecation, assessment, security interest, pledge or other encumbrance, conditional sales contract, equity charge, restriction, or adverse claim of interest of any kind or nature whatsoever (each a "Lien" and collectively, the "Liens"), upon any of the properties or assets of the Company or any Company Subsidiary under, any of the terms, conditions or provisions of (i) the Articles of Incorporation or By-laws Organizational Documents of the Company or any Company Subsidiary, (ii) following completion of the Conversion, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the businessBusiness, properties or assets of the Company or any Company Subsidiary, except for those items discussed in (ii) above relating to regulating, licensing or permitting the practice of public accountancy, or (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, Company or any Company Subsidiary or any of the Stockholders is a party or by which any of the Stockholders, the Company, any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination termination, creation or acceleration, or creation acceleration of Liens, Liens under the terms, conditions or provisions of the items described in clauses (i) through (iviii) of the immediately preceding sentence, subject, subject in the case of the terms, conditions or provisions of the items described in clauses clause (iii) and (iv) above, to obtaining (prior to the ClosingClosing Date) such consents required from, or giving notices required to be provided to, commercial lenders, lessors or other from third parties, all of which required consents and notices are listed parties set forth on Schedule 4.4.2. --------------4.3.2 and except for those items described in (ii) and (iii) above, relating to regulating, licensing or permitting the practice of public accountancy and any filing which may be required under the HSR Act. 4.4.3 4.3.3 Except for (i) the filing in connection with the IPO declaration of effectiveness of a registration statement on Form S-1 (the "Form S-1") and a post-effective amendment to the registration statement on Form S-4 (the "Form S-4") (Form S-1 and Form S-4 are collectively the "Registration StatementStatements") with the Securities and Exchange Commission ("SECthe"SEC") pursuant to the Securities Act of 1933, as amended (the "Securities Act"or the "1933 Act"), (ii) the declaration of the effectiveness thereof by the SEC andand filings, if required, filings with various state securities or "blue sky authorities sky" authorities, (ii) any filing which may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the "HSR Act"), and (iii) any notices filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of change-in-control required with respect to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.3public accountancy, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders or the consummation by the Company and the Stockholders of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually or in the aggregate, have a "Company Material Adverse Effect," which, for purposes of this Agreement means a material adverse effect on the operations, assets, condition (financial or other), operating results, employee or client relations, or prospects of the Company or any Company Subsidiary.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders (a) PalEx and the Company has Subsidiary have full right, capacity, corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors and stockholders of the Company PalEx and by the StockholdersSubsidiary, and no other corporate proceedings on the part of the Company PalEx or Subsidiary are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company PalEx and Subsidiary of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company PalEx and the StockholdersSubsidiary, and, assuming the due authorization, execution and delivery hereof by Compassthe Company and the Stockholders, constitutes a valid and legally binding agreement of the Company PalEx and the Stockholders, Subsidiary enforceable against the Company and the Stockholders each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 (b) The execution and delivery of this Agreement by each of the Company PalEx and the Stockholders do Subsidiary does not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company PalEx or any Company Subsidiary under, under any of the terms, conditions or provisions of (i) the Articles of Incorporation charter or Byby-laws of the Company PalEx or any Company Subsidiary, as applicable, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local governmental authority applicable to PalEx or foreign government, Subsidiary or any subdivision, agency or authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the business, their respective properties or assets of the Company or any Company Subsidiary, (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company PalEx or Subsidiary or any of the Stockholders is now a party or by which any of the Stockholders, the Company, any Company PalEx or Subsidiary or any of the their respective properties or assets of the Company or any Company Subsidiary may be bound or affected. The consummation by the Company PalEx and the Stockholders Subsidiary of the transactions contemplated hereby will not result in a any violation, conflict, breach, right of termination or acceleration, acceleration or creation of Liens, liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iviii) of the preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses clause (iii) and (ivii) above, to obtaining (prior to the ClosingEffective Time) PalEx Required Statutory Approvals (as defined in Section 5.4(c)) and, in the case of the terms, conditions or provisions of the items described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from, or giving notices required to be provided to, from commercial lenders, lessors or other third parties. Excluded from the foregoing sentences of this paragraph (b), all insofar as they apply to the terms, conditions or provisions of which required consents the items described in clauses (ii) and notices (iii) of the first sentence of this paragraph (b), are listed such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a material adverse effect on Schedule 4.4.2. --------------the business, operations, properties, assets, condition (financial or other), results of operations or prospects of PalEx or Subsidiary (a "PalEx Material Adverse Effect"). 4.4.3 (c) Except for (i) the filing in connection with of the IPO of a registration statement on Form S-1 (Registration Statement the "Registration Statement") with the Securities and Exchange Commission ("SEC") SEC pursuant to the Securities Act of 1933, as amended (the "1933 Act"), (ii) the declaration of the effectiveness thereof by the SEC and, if required, and filings with various state blue sky authorities authorities, and (iii) any notices the making of change-in-control required the Merger Filing with respect the Secretary of State of the State of Delaware and the Secretary of State of the State of Florida in connection with the Merger, the filings and approvals referred to any Licenses in clauses (hereinafter defined), all of which notices i) through (iii) are listed on Schedule 4.4.3collectively referred to as the "PALEX REQUIRED STATUTORY APPROVALS", no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders PalEx or Subsidiary or the consummation by the Company and the Stockholders PalEx or Subsidiary of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a PalEx Material Adverse Effect.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the 4.3.1 The Company has full right, capacity, power and authority to enter into this Agreement and, subject to the approval of the Merger and the transactions contemplated hereby by the Company's stockholders, to consummate the transactions contemplated hereby. This The execution, delivery and performance of this Agreement has been approved by the Board of Directors of the Company and have been duly authorized by the Stockholders, and no other all necessary corporate proceedings action on the part of the Company are necessary Company, subject to authorize the execution approval of the Merger and delivery of this Agreement or the consummation by the Company of the transactions contemplated herebyhereby by the Company's stockholders. This Agreement has been duly executed and delivered by the Company and the StockholdersCompany, and, assuming the due authorization, execution and delivery hereof by CompassCenterprise, constitutes a valid and legally binding agreement of the Company and the StockholdersCompany, enforceable against the Company and the Stockholders it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 4.3.2 The execution and delivery of this Agreement by each of the Company and the Stockholders do does not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien claim, lien, privilege, mortgage, charge, hypothecation, assessment, security interest, pledge or other encumbrance, conditional sales contract, equity charge, restriction, or adverse claim of interest of any kind or nature whatsoever (each a "Lien" and collectively, the "Liens"), upon any of the properties or assets of the Company or any Company Subsidiary under, any of the terms, conditions or provisions of (i) the Articles of Incorporation or By-laws Organizational Documents of the Company or any Company Subsidiary, (ii) following completion of the Conversion, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the businessBusiness, properties or assets of the Company or any Company Subsidiary, except for those items discussed in (ii) above relating to regulating, licensing or permitting the practice of public accountancy, or (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which any of the Company, Company or any Company Subsidiary or any of the Stockholders is a party or by which any of the Stockholders, the Company, any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination termination, creation or acceleration, or creation acceleration of Liens, Liens under the terms, conditions or provisions of the items described in clauses (i) through (iviii) of the immediately preceding sentence, subject, subject in the case of the terms, conditions or provisions of the items described in clauses clause (iii) and (iv) above, to obtaining (prior to the ClosingClosing Date) such consents required from, or giving notices required to be provided to, commercial lenders, lessors or other from third parties, all of which required consents and notices are listed parties set forth on Schedule 4.4.2. --------------4.3.2 and except for those items described in (ii) and (iii) above, relating to regulating, licensing or permitting the practice of public accountancy and any filing which may be required under the HSR Act. 4.4.3 4.3.3 Except for (i) the filing in connection with the IPO declaration of effectiveness of a registration statement on Form S-1 (the "Form S-1") and a post-effective amendment to the registration statement on Form S-4 (the "Form S-4") (Form S-1 and Form S-4 are collectively the "Registration StatementStatements") with the Securities and Exchange Commission ("SECthe"SEC") pursuant to the Securities Act of 1933, as amended (the "Securities Act"or the "1933 Act"), (ii) the declaration of the effectiveness thereof by the SEC andand filings, if required, filings with various state securities or "blue sky authorities sky" authorities, (ii) any filing which may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the "HSR Act"), and (iii) any notices filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of change-in-control required with respect to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.3public accountancy, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders or the consummation by the Company and the Stockholders of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually or in the aggregate, have a "Company Material Adverse Effect," which, for purposes of this Agreement means a material adverse effect on the operations, assets, condition (financial or other), operating results, employee or client relations, or prospects of the Company or any Company Subsidiary.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the (a) The Company has full right, capacity, corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company and by the Stockholders, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the Stockholders, and, assuming the due authorization, execution and delivery hereof by CompassPalEx and Main Street, constitutes a valid and legally binding agreement of the Company and the Stockholders, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 (b) The execution and delivery of this Agreement by each of the Company and the Stockholders do not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company Subsidiary under, under any of the terms, conditions or provisions of (i) the Articles articles of Incorporation incorporation or Byby-laws of the Company or any Company Subsidiary, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or governmental authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the business, properties or assets of the Company or any Company Subsidiaryof its properties or assets, or (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary or any of the Stockholders is now a party or by which any of the Stockholders, the Company, any Company Subsidiary Stockholders or any of the properties or assets of the Company or any Company Subsidiary of its properties or assets may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a any violation, conflict, breach, right of termination or acceleration, acceleration or creation of Liens, liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iviii) of the preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses clause (iii) and (iv) above, to obtaining (prior to the ClosingEffective Time) consents required from, or giving notices required to be provided to, from commercial lenders, lessors or other third parties. Excluded from the foregoing sentences of this paragraph (b), all insofar as they apply to the terms, conditions or provisions of which required consents the items described in clauses (ii) and notices (iii) of the first sentence of this paragraph (b), are listed on Schedule 4.4.2. --------------such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, reasonably be expected to have a Company Material Adverse Effect. 4.4.3 (c) Except for (i) the filing in connection with the IPO of a registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended 1933 (the "1933 Act"), (ii) the declaration of the effectiveness thereof by the SEC and, if required, and filings with various state blue sky authorities authorities, and (iii) any notices the making of change-in-control required the Merger Filings with respect to any Licenses (hereinafter defined), all the Secretary of which notices are listed on Schedule 4.4.3State of the State of Delaware and the Secretary of State of the State of Florida in connection with the Merger, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders or the consummation by the Company and the Stockholders of the transactions contemplated hereby.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the (a) Such Company Shareholder has full legal right, capacity, power and authority to enter into into, execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company and by the Stockholders, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company by, and the Stockholders, and, assuming the due authorization, execution and delivery hereof by CompassParent, and Subsidiary and the Company, constitutes a valid and legally binding agreement of the such Company and the StockholdersShareholder, enforceable against the such Company and the Stockholders Shareholder in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 (b) The execution and delivery of this Agreement by each of the Company and the Stockholders Shareholder do not violate, conflict with or result in a breach of any provision of, of or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the such Company or any Company Subsidiary under, Shareholder under any of the terms, conditions or provisions of (i) the Articles of Incorporation or By-laws of the Company or any Company Subsidiary, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, governmental authority applicable to such Company Shareholder or any subdivision, agency or authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any such Company Subsidiary, or the business, Shareholder's respective properties or assets of the Company or any Company Subsidiary, (iiiii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any such Company Subsidiary or any of the Stockholders Shareholder is now a party or by which any of the Stockholders, the Company, any such Company Subsidiary Shareholder or any of the such Company Shareholder's respective properties or assets of the Company or any Company Subsidiary may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination or acceleration, or creation of Liens, under the terms, conditions or provisions of the items described in clauses bound. (ic) through (iv) of the preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses (iii) and (iv) above, to obtaining (prior to the Closing) consents required from, or giving notices required to be provided to, commercial lenders, lessors or other third parties, all of which required consents and notices are listed on Schedule 4.4.2. -------------- 4.4.3 Except for (i) the filing in connection with the IPO of a registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended (the "1933 Act"), (ii) the declaration of the effectiveness thereof by the SEC and, if required, filings with various state blue sky authorities and (iii) any notices of change-in-control required with respect to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.3, no No declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by the each Company and the Stockholders Shareholder or the consummation by the each Company and the Stockholders Shareholder of the transactions contemplated hereby.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the (a) The Company has full right, capacity, corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 8.3) and the Company Required Statutory Approvals (as defined in Section 6.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company and by the StockholdersCompany, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or or, except for the Company Stockholders' Approval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the StockholdersCompany, and, assuming the due authorization, execution and delivery hereof by CompassParent and Subsidiary, constitutes a valid and legally binding agreement of the Company and the StockholdersCompany, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (ia) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (iib) general equitable principles. 4.4.2 (b) The execution and delivery of this Agreement by each of the Company and the Stockholders do not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company Subsidiary under, of its subsidiaries under any of the terms, conditions or provisions of (i) the Articles of Incorporation respective charters or By-laws of the Company or any Company Subsidiaryof its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or governmental authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the business, properties or assets of the Company or any Company Subsidiaryof its subsidiaries or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary or any of the Stockholders its subsidiaries is now a party or by which any of the Stockholders, the Company, any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary of its subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a any violation, conflict, breach, right of termination or accelerationtermination, acceleration or creation of Liens, liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iviii) of the preceding sentence, subject, subject (x) in the case of the terms, conditions or provisions of the items described in clauses clause (iii) and (ivii) above, to obtaining (prior to the ClosingEffective Time) the Company Required Statutory Approvals and the Company Stockholder's Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from, or giving notices required to be provided to, from commercial lenders, lessors or other third partiesparties each as listed in Section 6.4 of the Disclosure Schedule. Excluded from the foregoing sentences of this paragraph (b), all insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of which required consents the first sentence of this paragraph (b), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and notices are listed on Schedule 4.4.2. --------------its subsidiaries, taken as a whole. 4.4.3 (c) Except for (i) the filings by Parent and the Company required by the HSR Act, (ii) the filing of the Proxy Statement and the Schedule 14D-9 with the SEC pursuant to the Exchange Act and any filings required to be made under Section 14(f) of the Exchange Act, and (iii) the making of the Merger Filing with the Secretary of State of the State of New York in connection with the IPO of a registration statement on Form S-1 Merger (the "Registration Statement") with the Securities filings and Exchange Commission approvals referred to in clauses ("SEC") pursuant to the Securities Act of 1933, as amended (the "1933 Act"i), (ii) the declaration of the effectiveness thereof by the SEC and, if required, filings with various state blue sky authorities and (iii) any notices of change-in-control required with respect are collectively referred to any Licenses (hereinafter definedas the "Company Required Statutory Approvals"), all of which notices are listed on Schedule 4.4.3, no declaration, filing recording or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders or the consummation by the Company and the Stockholders of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company and its subsidiaries, taken as a whole.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the Company has full right, capacity, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. (a) This Agreement has been approved by the Board respective boards of Directors directors, partners and/or members of the Company and by the StockholdersCompanies, and no other corporate proceedings on the part of the Company Companies are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company Companies and the Sellers of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the Stockholders, and, assuming the due authorization, execution and delivery hereof by Compass, constitutes a valid and legally binding agreement of the Company and the Stockholders, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 The (b) Except as disclosed on Schedule 5.3 hereto, the execution and delivery of this Agreement by each the Sellers and the consummation by the Sellers of the Company and the Stockholders transactions contemplated hereby do not violate, conflict with and will not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of any of the Company or any Company Subsidiary under, Companies under any of the terms, conditions or provisions of (i) the Articles respective charters, bylaws, partnership agreements, regulations or other similar documents of Incorporation or By-laws any of the Company or any Company SubsidiaryCompanies, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign governmentGovernmental Authority applicable to any of the Companies, or any subdivision, agency of their respective properties or authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiaryassets, or the business, properties or assets of the Company or any Company Subsidiary, (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary or any of the Stockholders Companies is now a party or by which any of the Stockholders, the Company, any Company Subsidiary Companies or any of the their respective properties or assets of the Company or any Company Subsidiary may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination or acceleration, or creation of Liens, under the terms, conditions or provisions of the items described in clauses . (ic) through (iv) of the preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses (iii) and (iv) above, to obtaining (prior to the Closing) consents required from, or giving notices required to be provided to, commercial lenders, lessors or other third parties, all of which required consents and notices are listed Except as disclosed on Schedule 4.4.2. -------------- 4.4.3 Except for (i) the filing in connection with the IPO of a registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended (the "1933 Act"), (ii) the declaration of the effectiveness thereof by the SEC and, if required, filings with various state blue sky authorities and (iii) any notices of change-in-control required with respect to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.35.3 hereto, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority governmental or regulatory body or authority is necessary on the part of the Companies for the execution and delivery of this Agreement by the Company and the Stockholders Sellers or the consummation by the Company and the Stockholders Sellers of the transactions contemplated hereby.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the (a) The Company has full right, capacity, corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company and by the StockholdersStockholder, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the StockholdersStockholder, and, assuming the due authorization, execution and delivery hereof by CompassPalEx, Subsidiary and Main Street, constitutes a valid and legally binding agreement of the Company and the StockholdersStockholder, enforceable against the Company and the Stockholders Stockholder in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 (b) The execution and delivery of this Agreement by each of the Company and the Stockholders Stockholder do not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company Subsidiary under, under any of the terms, conditions or provisions of (i) the Articles articles of Incorporation incorporation or Byby-laws of the Company or any Company Subsidiary, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or governmental authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the business, properties or assets of the Company or any Company Subsidiaryof its properties or assets, or (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary or any of the Stockholders Stockholder is now a party or by which any of the Stockholders, the Company, any Company Subsidiary Stockholder or any of the properties or assets of the Company or any Company Subsidiary of its properties or assets may be bound or affected. The consummation by the Company and the Stockholders Stockholder of the transactions contemplated hereby will not result in a any violation, conflict, breach, right of termination or acceleration, acceleration or creation of Liens, liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iviii) of the preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses clause (iii) and (iv) above, to obtaining (prior to the ClosingEffective Time) consents required from, or giving notices required to be provided to, from commercial lenders, lessors or other third parties. Excluded from the foregoing sentences of this paragraph (b), all insofar as they apply to the terms, conditions or provisions of which required consents the items described in clauses (ii) and notices (iii) of the first sentence of this paragraph (b), are listed on Schedule 4.4.2. --------------such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, reasonably be expected to have a Company Material Adverse Effect. 4.4.3 (c) Except for (i) the filing in connection with the IPO of a registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended 1933 (the "1933 Act"), (ii) the declaration of the effectiveness thereof by the SEC and, if required, and filings with various state blue sky authorities authorities, and (iii) any notices the making of change-in-control required the Merger Filings with respect to any Licenses (hereinafter defined), all the Secretary of which notices are listed on Schedule 4.4.3State of the State of Delaware and the Clerk of the State Corporation Commission of Virginia in connection with the Merger, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders Stockholder or the consummation by the Company and the Stockholders Stockholder of the transactions contemplated hereby.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the 4.3.1 The Company has full right, capacity, power and authority to enter into this Agreement and, subject to the approval of the Merger and the transactions contemplated hereby by the Stockholders, to consummate the transactions contemplated hereby. This The execution, delivery and performance of this Agreement by the Company has been approved duly authorized by the Board of Directors of the Company and by the Stockholders, and no other all necessary corporate proceedings action on the part of the Company are necessary Company, subject to authorize the execution approval of the Merger and delivery of this Agreement or the consummation by the Company of the transactions contemplated herebyhereby by the Stockholders. This Agreement has been duly executed and delivered by the Company and the StockholdersCompany, and, assuming the due authorization, execution and delivery hereof by CompassCenterPoint, constitutes a valid and legally binding agreement of the Company and the StockholdersCompany, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 4.3.2 The execution and delivery of this Agreement by each of the Company and the Stockholders do does not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien claim, lien, privilege, mortgage, charge, hypothecation, assessment, security interest, pledge or other encumbrance, conditional sales contract, equity charge, restriction, or adverse claim of interest of any kind or nature whatsoever (each a "Lien" and collectively, the "Liens"), upon the Business or any of the properties or assets of the Company or any Company Subsidiary under, any of the terms, conditions or provisions of (i) the Articles of Incorporation or By-laws Organizational Documents of the Company or any Company Subsidiary, (ii) any statute, law, ordinance, rule, regulation, state or federal regulatory agency bulletin, state attorney general opinion, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or authority of any thereof thereof, including any state's department of insurance ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, the Business, or the business, properties or assets of the Company or any Company Subsidiary, or (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, or any Company Subsidiary or any of the Stockholders is a party or by which any of the Stockholders, the Company, any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination termination, creation or acceleration, or creation acceleration of Liens, Liens under the terms, conditions or provisions of the items described in clauses (i) through (iviii) of the immediately preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses (ii) or (iii) and (iv) above, to obtaining (prior to the ClosingClosing Date) such consents required from, or giving notices required to be provided to, commercial lenders, lessors or other from third parties, all of which required consents and notices are listed parties set forth on Schedule 4.4.2. --------------4.3.2. 4.4.3 4.3.3 Except for (i) the filing in connection with the IPO of a registration statement on Form S-1 (the "Form S-1") and the filing of a registration statement on Form S-4 (the "Form S-4") (Form S-1 and Form S-4 are collectively the "Registration StatementStatements") with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the "Securities Act"or the "1933 Act"), (ii) the declaration of the effectiveness thereof by the SEC andand filings, if required, filings with various state securities or "blue sky authorities sky" authorities, and (iiiii) any notices filing which may be required under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvement Act of change-in-control required with respect to any Licenses 1976, as amended (hereinafter definedthe "HSR Act"), all of which notices are listed on Schedule 4.4.3, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders or the consummation by the Company and the Stockholders of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually or in the aggregate, have a "Company Material Adverse Effect," which, for purposes of this Agreement means a material adverse effect on the operations, assets, condition (financial or other), operating results, employee or client relations, or prospects of the Company and the Company Subsidiaries, taken as a whole.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the (a) The Company has full right, capacity, corporate power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board board of Directors directors of the Company and by the StockholdersCompany, and no other corporate proceedings on the part of the Company or the Shareholder are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the StockholdersCompany, and, assuming the due authorization, execution and delivery hereof by Compassthe Purchaser, constitutes a valid and legally binding agreement of the Company and the StockholdersCompany, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (ia) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (iib) general equitable principles. 4.4.2 (b) The execution and delivery of this Agreement by each of the Company and the Stockholders Shareholder and the consummation by the Company and the Shareholder of the transactions contemplated hereby do not violate, conflict with and will not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or Encumbrance upon any of the properties or assets of the Company or any Company Subsidiary under, under any of the terms, conditions or provisions of (i) the Articles of Incorporation charter or By-laws bylaws of the Company or any Company SubsidiaryCompany, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or authority of any thereof ("Governmental Authority") Authority applicable to any Stockholder, the Company, any Company Subsidiary, or the business, properties or assets of the Company or any Company SubsidiaryShareholder, or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary or any of the Stockholders is now a party or by which any of the Stockholders, the Company, any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary of its properties or assets may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination or acceleration, or creation of Liens, under the terms, conditions or provisions of the items described in clauses (i) through (iv) of the preceding sentence, subjectaffected except, in the case of the terms, conditions or provisions of the items described in clauses (iiiii) and (iv) aboveiii), to obtaining (prior to the Closing) consents required fromfor matters as would not have, or giving notices required could not reasonably be anticipated to be provided to(x) have, commercial lendersindividually or in the aggregate, lessors a Material Adverse Effect, or other third parties, all of which required consents and notices are listed on Schedule 4.4.2. -------------- 4.4.3 Except for (iy) materially impair the filing in connection with the IPO of a registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended (the "1933 Act"), (ii) the declaration ability of the effectiveness thereof Company to consummate the transactions contemplated by the SEC and, if required, filings with various state blue sky authorities and this Agreement. (iiic) any notices of change-in-control required with respect to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.3, no No declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders Shareholder or the consummation by the Company and the Stockholders Shareholder of the transactions contemplated hereby.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the (a) The Company has full right, capacity, all requisite corporate power and authority to enter into this Agreement and any Transaction Documents (hereinafter defined) to which it is a party and to consummate the transactions contemplated herebyhereby and thereby. This Agreement has been approved by the Board of Directors and each of the Company and by the Stockholders, and no other corporate proceedings on the part holders of the Company are necessary to authorize the outstanding capital stock of the (b) The execution and delivery of this Agreement or the consummation by the Company of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Transaction Documents to which the Company and the Stockholders, and, assuming the due authorization, execution and delivery hereof by Compass, constitutes is a valid and legally binding agreement of the Company and the Stockholders, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 The execution and delivery of this Agreement by each of the Company and the Stockholders party do not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, under or result in the termination of, or accelerate the performance required by, by or result in a right of termination of acceleration under (whether as a result of a change of control of the Company or acceleration underotherwise as a result of this Agreement), or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company Subsidiary of its subsidiaries, or result in the loss of any benefit or give any person the right to require any security to be repurchased under, any of the terms, conditions or provisions of (i) the Articles of Incorporation respective charters or By-laws bylaws of the Company or any Company Subsidiaryof its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or governmental authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the business, properties or assets of the Company or any Company Subsidiaryof its subsidiaries or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary or any of the Stockholders its subsidiaries is now a party or by which any of the Stockholders, the Company, any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary of its subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby by this Agreement and the Transaction Documents to which the Company is a party will not result in a any violation, conflict, breach, right of termination or accelerationtermination, acceleration or creation of Liens, liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iviii) of the preceding sentence, subject, subject (x) in the case of the terms, conditions or provisions of the items described in clauses clause (iii) and (ivii) above, to obtaining (prior to the ClosingEffective Time) the Company Required Statutory Approvals and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from, or giving notices required to be provided to, from commercial lenders, lessors or other third partiesparties as specified in Section 5.4(b) of the Company Disclosure Schedule. -14- 21 Excluded from the foregoing sentences of this paragraph (b), all insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of which required consents the first sentence of this paragraph (b) (and notices whether resulting from such execution and delivery or consummation), are listed on Schedule 4.4.2. --------------such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Company Material Adverse Effect. 4.4.3 (c) Except for (i) any filings by the filing in connection with Company required by the IPO of a registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended (the "1933 HSR Act"), (ii) the declaration making of the effectiveness thereof by Merger Filings with the SEC and, if required, filings Secretary of State of the States of California and Delaware in connection with various state blue sky authorities the Merger and (iii) any notices the required filings with or approvals from state regulatory authorities listed in Section 5.4(c) of change-in-control required with respect the Company Disclosure Schedule (the filings and approvals referred to any Licenses in clauses (hereinafter definedi) through (iii) are collectively referred to as the "Company Required Statutory Approvals"), all of which notices are listed on Schedule 4.4.3, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval or permit of, any governmental or regulatory body or authority ("Governmental Authority Entity") is necessary for the execution and delivery of this Agreement or any Transaction Document by the Company and the Stockholders or the consummation by the Company and the Stockholders of the transactions contemplated herebyhereby or thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, prevent or delay consummation of any of the transactions contemplated hereby or otherwise prevent the Company from performing its obligations under this Agreement or have a Company Material Adverse Effect.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the (a) The Company has full right, capacity, corporate power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board board of Directors directors of the Company and by the StockholdersCompany, and no other corporate proceedings on the part of the Company or the Shareholders are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the StockholdersCompany, and, assuming the due authorization, execution and delivery hereof by Compassthe Purchaser, constitutes a valid and legally binding agreement of the Company and the StockholdersCompany, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (ia) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (iib) general equitable principles. 4.4.2 (b) The execution and delivery of this Agreement by each of the Company and the Stockholders Shareholders and the consummation by the Company and the Shareholders of the transactions contemplated hereby do not violate, conflict with and will not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or Encumbrance upon any of the properties or assets of the Company or any Company Subsidiary under, under any of the terms, conditions or provisions of (i) the Articles of Incorporation charter or By-laws bylaws of the Company or any Company SubsidiaryCompany, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or authority of any thereof ("Governmental Authority") Authority applicable to any Stockholder, the Company, any Company Subsidiary, or the business, properties or assets of the Company or any Company SubsidiaryShareholder, or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary or any of the Stockholders is now a party or by which any of the Stockholders, the Company, any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary of its properties or assets may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination or acceleration, or creation of Liens, under the terms, conditions or provisions of the items described in clauses . (ic) through (iv) of the preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses (iii) and (iv) above, to obtaining (prior to the Closing) consents required from, or giving notices required to be provided to, commercial lenders, lessors or other third parties, all of which required consents and notices are listed on Schedule 4.4.2. -------------- 4.4.3 Except for (i) the filing in connection with the IPO of a registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended (the "1933 Act"), (ii) the declaration of the effectiveness thereof by the SEC and, if required, filings with various state blue sky authorities and (iii) any notices of change-in-control required with respect to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.3, no No declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders Shareholders or the consummation by the Company and the Stockholders Shareholders of the transactions contemplated hereby.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the (a) The Company has full right, capacity, corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company and by the StockholdersStockholder, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the StockholdersStockholder, and, assuming the due authorization, execution and delivery hereof by CompassPalEx, Subsidiary and Main Street, constitutes a valid and legally binding agreement of the Company and the StockholdersStockholder, enforceable against the Company and the Stockholders Stockholder in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 (b) The execution and delivery of this Agreement by each of the Company and the Stockholders Stockholder do not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company Subsidiary under, under any of the terms, conditions or provisions of (i) the Articles articles of Incorporation incorporation or Byby-laws of the Company or any Company Subsidiary, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or governmental authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the business, properties or assets of the Company or any Company Subsidiaryof its properties or assets, or (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary or any of the Stockholders Stockholder is now a party or by which any of the Stockholders, the Company, any Company Subsidiary Stockholder or any of the properties or assets of the Company or any Company Subsidiary of its properties or assets may be bound or affected. The consummation by the Company and the Stockholders Stockholder of the transactions contemplated hereby will not result in a any violation, conflict, breach, right of termination or acceleration, acceleration or creation of Liens, liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iviii) of the preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses clause (iii) and (iv) above, to obtaining (prior to the ClosingEffective Time) consents required from, or giving notices required to be provided to, from commercial lenders, lessors or other third parties. Excluded from the foregoing sentences of this paragraph (b), all insofar as they apply to the terms, conditions or provisions of which required consents the items described in clauses (ii) and notices (iii) of the first sentence of this paragraph (b), are listed on Schedule 4.4.2. --------------such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, reasonably be expected to have a Company Material Adverse Effect. 4.4.3 (c) Except as disclosed in SCHEDULE 4.4 and for (i) the filing in connection with the IPO of a registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended 1933 (the "1933 Act"), (ii) the declaration of the effectiveness thereof by the SEC and, if required, and filings with various state blue sky authorities authorities, and (iii) any notices the making of change-in-control required the Merger Filings with respect to any Licenses (hereinafter defined), all the Secretary of which notices are listed on Schedule 4.4.3State of the State of Delaware and the Clerk of the State Corporation Commission of Virginia in connection with the Merger, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders Stockholder or the consummation by the Company and the Stockholders Stockholder of the transactions contemplated hereby.

Authority; Non-Contravention; Approvals. 4.4.1 4.3.1 Each of the Stockholders Seller and the Company has full right, capacity, power and authority to enter into this Agreement and, subject to the approval of the Merger and the transactions contemplated hereby by the Members, as stockholders of the Company, to consummate the transactions contemplated hereby. This The execution, delivery and performance of this Agreement by the Company has been approved duly authorized by the Board of Directors of the Company and by the Stockholders, and no other all necessary corporate proceedings action on the part of the Company are necessary Company, subject to authorize the execution approval of the Merger and delivery of this Agreement or the consummation by the Company of the transactions contemplated herebyhereby by the Members. This Agreement has been duly executed and delivered by the Company Seller and the StockholdersCompany, and, assuming the due authorization, execution and delivery hereof by CompassCenterPoint, constitutes a valid and legally binding agreement of the Company Seller and the StockholdersCompany, enforceable against the Company Seller and the Stockholders Company in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 4.3.2 The execution and delivery of this Agreement by each of the Company Seller and the Stockholders do Company does not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien claim, lien, privilege, mortgage, charge, hypothecation, assessment, security interest, pledge or other encumbrance, conditional sales contract, equity charge, restriction, or adverse claim of interest of any kind or nature whatsoever (each a "LIEN" and collectively, the "LIENS"), upon any of the properties or assets of the Company or any Company Subsidiary under, any of the terms, conditions or provisions of (i) the Articles Organizational Documents of Incorporation or By-laws of the Seller, the Company or any Company Subsidiary, (ii) following completion of the Conversion, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or authority of any thereof ("Governmental AuthorityGOVERNMENTAL AUTHORITY") applicable to any Stockholderthe Seller, the Company, any Company Subsidiary, or the businessBusiness, properties or assets of the Seller, the Company or any Company Subsidiary, except for those items discussed in (ii) above relating to regulating, licensing or permitting the practice of public accountancy or (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which any of the CompanySeller, the Company or any Company Subsidiary or any of the Stockholders is a party or by which any of the StockholdersSeller, the Company, any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be bound or affected. The consummation by the Company Seller and the Stockholders Company of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination termination, creation or acceleration, or creation acceleration of Liens, Liens under the of the terms, conditions or provisions of the items described in clauses (i) through (iviii) of the immediately preceding sentence, subject, subject in the case of the terms, conditions or provisions of the items described in clauses clause (iii) and (iv) above, to obtaining (prior to the ClosingClosing Date) such consents required from, or giving notices required to be provided to, commercial lenders, lessors or other from third parties, all of which required consents and notices are listed parties set forth on Schedule 4.4.2. --------------4.3.2 and except for -------------- those items described in (ii) and (iii) above relating to regulating, licensing or permitting the practice of public accountancy. 4.4.3 4.3.3 Except for (i) the filing in connection with the IPO of a registration statement on Form S-1 (the "Registration StatementFORM S-1") and the filing of a registration statement on Form S-4 (the "FORM S-4") (Form S-1 and Form S-4 are collectively the "REGISTRATION STATEMENTS") with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the "SECURITIES ACT" or the "1933 ActACT"), (ii) the declaration of the effectiveness thereof by the SEC andand filings, if required, filings with various state securities or "blue sky authorities sky" authorities, (ii) any filing which may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the "HSR ACT"), and (iii) any notices filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of change-in-control required with respect to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.3public accountancy, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Seller or the Company and the Stockholders or the consummation by the Seller or the Company and the Stockholders of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually or in the aggregate, have a "COMPANY MATERIAL ADVERSE EFFECT," which, for purposes of this Agreement means a material adverse effect on the operations, assets, condition (financial or other), operating results, employee or client relations, or prospects of the Company or any Company Subsidiary.

Authority; Non-Contravention; Approvals. 4.4.1 6.4.1 Each of the Stockholders CenterPoint and the Company Mergersub has full all requisite right, capacity, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board Boards of Directors of the Company CenterPoint and by the StockholdersMergersub, and no other corporate proceedings on the part of the Company CenterPoint or Mergersub are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company CenterPoint and Mergersub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company CenterPoint and the Stockholders, Mergersub and, assuming the due authorization, execution and delivery hereof by CompassSeller, the Company and the Members, constitutes a valid and legally binding agreement of the Company CenterPoint and the StockholdersMergersub, enforceable against the Company and the Stockholders each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 6.4.2 The execution and delivery of this Agreement by each of the Company CenterPoint and the Stockholders do Mergersub does not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, CenterPoint and Mergersub under any of the terms, conditions or provisions of (i) the Articles Certificate of Incorporation or By-laws of the Company CenterPoint or any Company SubsidiaryMergersub, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local Governmental Authority applicable to CenterPoint or foreign governmentMergersub or any of their respective properties or assets, or any subdivision, agency or authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the business, properties or assets of the Company or any Company Subsidiary, (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary CenterPoint or any of the Stockholders Mergersub is now a party or by which any of the StockholdersCenterPoint, the Company, any Company Subsidiary Mergersub or any of the their respective properties or assets of the Company or any Company Subsidiary assets, may be bound or affected, except those items described in clause (ii) relating to regulating, licensing or permitting the practice of public accountancy. The consummation by the Company CenterPoint and the Stockholders Mergersub of the transactions contemplated hereby will not result in a any violation, conflict, breach, right of termination or acceleration, acceleration or creation of Liens, Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iviii) of the immediately preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses clause (iii) and (ivii) above, to obtaining (prior to the ClosingClosing Date) consents required fromCenterPoint Required Statutory Approvals and except for those items described in (ii) above relating to regulating, licensing or giving notices required permitting the practice of public accountancy. 6.4.3 Except with respect to be provided to, commercial lenders, lessors or other third parties, all of which required consents and notices are listed on Schedule 4.4.2. -------------- 4.4.3 Except for (i) the filing in connection of the Registration Statements with the IPO of a registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") SEC pursuant to the Securities Act of 1933, as amended (the "1933 Act"), (ii) the declaration of the effectiveness thereof of the Registration Statements by the SEC andand filings, if required, filings with various state securities or "blue sky authorities and sky" authorities, (ii) any filing which may be required under the HSR Act, (iii) any notices filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of change-in-control required with respect public accountancy (the filings and approvals referred to any Licenses in clauses (hereinafter defined), all of which notices i) through (iii) are listed on Schedule 4.4.3, collectively referred to as the "CenterPoint Required Statutory Approvals") no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders CenterPoint or Mergersub or the consummation by the Company and the Stockholders CenterPoint or Mergersub of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, are not reasonably expected to, in the aggregate, have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of CenterPoint and its subsidiaries, taken as a whole (a "CenterPoint Material Adverse Effect").

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the 4.3.1 The Company has full right, capacity, power and authority to enter into this Agreement and, subject to the approval of the Merger and the transactions contemplated hereby by the Company's stockholders, to consummate the transactions contemplated hereby. This The execution, delivery and performance of this Agreement by the Company has been approved duly authorized by the Board of Directors of the Company and by the Stockholders, and no other all necessary corporate proceedings action on the part of the Company are necessary Company, subject to authorize the execution approval of the Merger and delivery of this Agreement or the consummation by the Company of the transactions contemplated herebyhereby by the Company's stockholders. This Agreement has been duly executed and delivered by the Company and the StockholdersCompany, and, assuming the due authorization, execution and delivery hereof by CompassCenterPoint, constitutes a valid and legally binding agreement of the Company and the StockholdersCompany, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 4.3.2 The execution and delivery of this Agreement by each of the Company and the Stockholders do does not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien claim, lien, privilege, mortgage, charge, hypothecation, assessment, security interest, pledge or other encumbrance, conditional sales contract, equity charge, restriction, or adverse claim of interest of any kind or nature whatsoever (each a "LIEN" and collectively, the "LIENS"), upon any of the properties or assets of the Company or any Company Subsidiary under, any of the terms, conditions or provisions of (i) the Articles of Incorporation or By-laws Organizational Documents of the Company or any Company Subsidiary, (ii) following completion of the Conversion, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or authority of any thereof ("Governmental AuthorityGOVERNMENTAL AUTHORITY") applicable to any Stockholder, the Company, any Company Subsidiary, Subsidiary or the businessBusiness, properties or assets of the Company or any Company Subsidiary, except for those items discussed in (ii) above relating to regulating, licensing or permitting the practice of public accountancy, or (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, Company or any Company Subsidiary or any of the Stockholders is a party or by which any of the Stockholders, the Company, any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination termination, creation or acceleration, or creation acceleration of Liens, Liens under the terms, conditions or provisions of the items described in clauses (i) through (iviii) of the immediately preceding sentence, subject, subject in the case of the terms, conditions or provisions of the items described in clauses clause (iii) and (iv) above, to obtaining (prior to the ClosingClosing Date) such consents required from, or giving notices required to be provided to, commercial lenders, lessors or other from third parties, all of which required consents and notices are listed parties set forth on Schedule 4.4.2. --------------4.3.2 and except for those items -------------- described in (ii) above relating to regulating, licensing or permitting the practice of public accountancy and any filing which may be required under the HSR Act. 4.4.3 4.3.3 Except for (i) the filing in connection with the IPO of a registration statement on Form S-1 (the "Registration StatementFORM S-1") and the filing of a registration statement on Form S-4 (the "FORM S-4") (Form S-1 and Form S-4 sometimes collectively, the "REGISTRATION STATEMENTS") with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the "SECURITIES ACT" or the "1933 ActACT"), (ii) the declaration of the effectiveness thereof by the SEC andand filings, if required, filings with various state securities or "blue sky authorities sky" authorities, (ii) any filing which may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the "HSR ACT"), and (iii) any notices filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of change-in-control required with respect to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.3public accountancy, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders or the consummation by the Company and the Stockholders of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually or in the aggregate, have a "COMPANY MATERIAL ADVERSE EFFECT," which, for purposes of this Agreement means a material adverse effect on the operations, assets, condition (financial or other), operating results, employee or client relations, or prospects of the Company or any Company Subsidiary.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders (a) Parent and the Company has Subsidiary each have full right, capacity, corporate power and authority to enter into this Agreement and to consummate consummate, the transactions contemplated herebyMerger and the other transactions. This Agreement has been approved by the Board shareholders of Subsidiary and the Boards of Directors of the Company Parent and by the StockholdersSubsidiary, and no other corporate proceedings on the part of the Company Parent or Subsidiary are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company Parent and Subsidiary of the transactions contemplated herebytransactions. This Agreement has been duly executed and delivered by the Company each of Parent and the StockholdersSubsidiary, and, assuming the due authorization, execution and delivery hereof by Compassthe Company, constitutes a valid and legally binding agreement of the Company each of Parent and the Stockholders, Subsidiary enforceable against the Company and the Stockholders each of them in accordance with its terms, except that such enforcement may be subject to (ia) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (iib) general equitable principles. 4.4.2 (b) The execution execution, delivery and delivery performance of this Agreement by each of the Company Parent and Subsidiary does not and the Stockholders do consummation of the Merger and the other transactions will not violate, conflict with or result in a breach of any provision violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the give rise to a right of termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of the Company Parent or any Company Subsidiary under, any of the terms, conditions or provisions of its subsidiaries under (i) the Articles respective articles (or certificates) of Incorporation incorporation or By-laws bylaws of the Company Parent or any Company Subsidiaryof its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writorder or decree binding on or applicable to Parent or any of its subsidiaries, permit except that no representation or license of warranty is made with respect to any court antitrust statute, regulation, rule or federal, state, provincial, local or foreign governmentother such restriction), or any subdivision, agency or authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the business, properties or assets of the Company or any Company Subsidiary, (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary Parent or any of the Stockholders its subsidiaries is now a party or by which any of the Stockholders, the Company, any Company Subsidiary Parent or any of the its subsidiaries or any of their respective properties or assets of the Company or any Company Subsidiary may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination or acceleration, or creation of Liens, under the terms, conditions or provisions of the items described in clauses (i) through (iv) of the preceding sentence, subject, ; subject in the case of the terms, conditions or provisions of the items described in clauses clause (iii) and (ivii) above, to obtaining (prior before the Effective Time) the Parent Required Statutory Approvals (as defined in Section 5.2(c)). Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the Closingterms, conditions or provisions described in clause (iii) consents required fromof the first sentence of this paragraph (b) (and whether resulting from such execution and delivery or consummation), are such violations, conflicts, breaches, defaults, terminations, accelerations or giving notices required creations of Encumbrances that have not had and could not reasonably be expected to be provided tohave, commercial lendersindividually or in the aggregate, lessors or other third parties, all of which required consents and notices are listed on Schedule 4.4.2. --------------a Parent Material Adverse Effect. 4.4.3 (c) Except for (i) the filing in connection with the IPO of a registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended (the "1933 Act")filings under any applicable state securities or blue sky laws or state takeover laws, (ii) the declaration filing of appropriate documents with the effectiveness thereof by relevant authorities of other states or jurisdictions in which the SEC andParent or any of its subsidiaries is qualified to do business, if required, filings with various state blue sky authorities and (iii) the making of the Merger Filing with the Department of Treasury of the State of New Jersey in connection with the Merger, (iv) any notices required filings with or approvals from applicable environmental authorities, public service commissions and public utility commissions, and (v) the filing of change-in-control required reports with respect the U.S. Department of Commerce regarding foreign direct investment in the United States, if applicable (the filings and approvals referred to any Licenses in clauses (hereinafter definedi) through (v) are collectively referred to as the "Parent Required Statutory Approvals"), all of which notices are listed on Schedule 4.4.3, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders Parent or Subsidiary or the consummation by the Company and the Stockholders Parent or Subsidiary of the transactions contemplated hereby.

Authority; Non-Contravention; Approvals. 4.4.1 VI.4.1 Each of the Stockholders CenterPoint and the Company Mergersub has full all requisite right, capacity, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company CenterPoint and by the StockholdersMergersub, and no other corporate proceedings on the part of the Company CenterPoint or Mergersub are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company CenterPoint and Mergersub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company CenterPoint and the Stockholders, Mergersub and, assuming the due authorization, execution and delivery hereof by Compassthe Company and the Members, constitutes a valid and legally binding agreement of the Company CenterPoint and the StockholdersMergersub, enforceable against the Company and the Stockholders each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 VI.4.2 The execution and delivery of this Agreement by each of the Company CenterPoint and the Stockholders do Mergersub does not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, CenterPoint and Mergersub under any of the terms, conditions or provisions of (i) the Articles Certificate of Incorporation or By-laws of the Company or any Company SubsidiaryCenterPoint, (ii) the Certificate of Formation or Operating Agreement of Mergersub, (iii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local Governmental Authority applicable to CenterPoint or foreign governmentMergersub or any of their respective properties or assets, or any subdivision, agency or authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the business, properties or assets of the Company or any Company Subsidiary, (iiiiv) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary CenterPoint or any of the Stockholders Mergersub is now a party or by which any of the StockholdersCenterPoint, the Company, any Company Subsidiary Mergersub or any of the their respective properties or assets of the Company or any Company Subsidiary assets, may be bound or affected, except those items described in clause (ii) relating to regulating, licensing or permitting the practice of public accountancy. The consummation by the Company CenterPoint and the Stockholders Mergersub of the transactions contemplated hereby will not result in a any violation, conflict, breach, right of termination or acceleration, acceleration or creation of Liens, Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iviii) of the immediately preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses clause (iii) and (ivii) above, to obtaining (prior to the ClosingClosing Date) consents required fromCenterPoint Required Statutory Approvals and except for those items described in (iii) above relating to regulating, licensing, or giving notices required permitting the practice of public accountancy. VI.4.3 Except with respect to be provided to, commercial lenders, lessors or other third parties, all of which required consents and notices are listed on Schedule 4.4.2. -------------- 4.4.3 Except for (i) the filing in connection with the IPO of a registration statement on Form S-1 (the "Registration Statement") Statements with the Securities and Exchange Commission ("SEC") SEC pursuant to the Securities Act of 1933, as amended (the "1933 Act"), (ii) the declaration of the effectiveness thereof of the Registration Statements by the SEC andand filings, if required, filings with various state securities or "blue sky authorities and sky" authorities, (ii) any filing which may be required under the HSR Act, (iii) any notices filing which may be required by any Governmental Authority or self- regulatory organization regulating, licensing or permitting the practice of change-in-control required with respect public accountancy (the filings and approvals referred to any Licenses in clauses (hereinafter defined), all of which notices i) through (iii) are listed on Schedule 4.4.3, collectively referred to as the "CENTERPOINT REQUIRED STATUTORY APPROVALS") no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders CenterPoint or Mergersub or the consummation by the Company and the Stockholders CenterPoint or Mergersub of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, are not reasonably expected to, in the aggregate, have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of CenterPoint and its subsidiaries, taken as a whole (a "CENTERPOINT MATERIAL ADVERSE EFFECT").

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the (a) The Company has full right, capacity, corporate power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board board of Directors directors of the Company and by the StockholdersCompany, and no other corporate proceedings on the part of the Company or the Shareholders are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the StockholdersCompany, and, assuming the due authorization, execution and delivery hereof by Compassthe Purchaser, constitutes a valid and legally binding agreement of the Company and the StockholdersCompany, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (ia) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (iib) general equitable principles. 4.4.2 (b) The execution and delivery of this Agreement by each of the Company and the Stockholders Shareholders and the consummation by the Company and the Shareholders of the transactions contemplated hereby do not violate, conflict with and will not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or Encumbrance upon any of the properties or assets of the Company or any Company Subsidiary under, under any of the terms, conditions or provisions of (i) the Articles of Incorporation charter or By-laws bylaws of the Company or any Company SubsidiaryCompany, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or authority of any thereof ("Governmental Authority") Authority applicable to any Stockholder, the Company, any Company Subsidiary, or the business, properties or assets of the Company or any Company SubsidiaryShareholder, or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary or any of the Stockholders is now a party or by which any of the Stockholders, the Company, any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary of its properties or assets may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination or acceleration, or creation of Liens, under the terms, conditions or provisions of the items described in clauses . (ic) through (iv) of the preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses (iii) and (iv) above, to obtaining (prior to the Closing) consents required from, or giving notices required to be provided to, commercial lenders, lessors or other third parties, all of which required consents and notices are listed on Schedule 4.4.2. -------------- 4.4.3 Except for (i) the filing in connection with the IPO of a registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended (the "1933 Act"), (ii) the declaration of the effectiveness thereof by the SEC and, if required, filings with various state blue sky authorities and (iii) any notices of change-in-control required with respect to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.3, no No declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders Shareholders or the consummation by the Company and the Stockholders Shareholders of the transactions contemplated hereby.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders (a) MRG and the Company each has full right, capacity, corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has and the Merger have been approved and adopted by the Board of Directors of the Company and by the Stockholders, and no sole shareholder of Company. No other corporate proceedings on the part of MRG or the Company are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company MRG and the StockholdersCompany, and, assuming the due authorization, execution and delivery hereof by Compassthe Parent and Merger Subsidiary, constitutes a valid and legally binding agreement of MRG and the Company enforceable against MRG and the Stockholders, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles. 4.4.2 (b) The execution execution, delivery and delivery performance of this Agreement by each of MRG and the Company and the Stockholders consummation of the Merger and the transactions contemplated hereby do not and will not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest or encumbrance upon any of the properties or assets of MRG and the Company or any Company Subsidiary under, of their Subsidiaries under any of the terms, conditions or provisions of (i) the Articles respective articles of Incorporation incorporation, bylaws or By-laws other organizational documents of MRG and the Company or any Company Subsidiaryof their Subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or governmental authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the business, properties or assets of MRG and the Company or any Company Subsidiary, (iii) any note, bond, mortgage, indenture or deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary their Subsidiaries or any of the Stockholders is a party or by which any of the Stockholders, the Company, any Company Subsidiary or any of the their respective properties or assets of the Company or any Company Subsidiary may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination or acceleration, or creation of Liens, under the terms, conditions or provisions of the items described in clauses (i) through (iv) of the preceding sentenceassets, subject, in the case of the terms, conditions or provisions of the items described in clauses (iii) and (iv) aboveconsummation, to obtaining (prior to the ClosingEffective Time) consents required fromthe Company Required Statutory Approvals, or giving notices required (iii) any Contract to which MRG and the Company or any of their Subsidiaries is now a party or by which MRG and the Company or any of their Subsidiaries or any of their properties or assets may be bound or affected; provided tothat no representation or warranty is being made by MRG, commercial lenders, lessors the Company or other third parties, all of which required consents and notices are listed on Schedule 4.4.2. -------------- 4.4.3 Except for (i) the filing in connection MGM MIRAGE with the IPO of a registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") pursuant respect to the Securities Act Operating Agreement. Excluded from the foregoing sentence of 1933, as amended this paragraph (the "1933 Act"b), insofar as it applies to the terms, conditions or provisions described in clauses (ii) the declaration of the effectiveness thereof by the SEC and, if required, filings with various state blue sky authorities and (iii) any notices of change-in-control required with respect to any Licenses this paragraph (hereinafter definedb), all are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of which notices are listed on Schedule 4.4.3liens, no declarationsecurity interests or encumbrances that would not reasonably be expected, filing individually or -------------- registration within the aggregate, to have a Company Material Adverse Effect and would not prevent or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders or materially delay the consummation by the Company and the Stockholders of the transactions contemplated herebyMerger.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the (a) The Company has full right, capacity, corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company and by the Stockholders, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the Stockholders, and, assuming the due authorization, execution and delivery hereof by CompassPalEx, Subsidiary and Main Street, constitutes a valid and legally binding agreement of the Company and the Stockholders, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 (b) The execution and delivery of this Agreement by each of the Company and the Stockholders do not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company Subsidiary under, under any of the terms, conditions or provisions of (i) the Articles of Incorporation charter or Byby-laws of the Company or any Company Subsidiary, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or governmental authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the business, properties or assets of the Company or any Company Subsidiaryof its properties or assets, or (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary or any of the Stockholders is now a party or by which any of the Stockholders, the Company, any Company Subsidiary Stockholders or any of the properties or assets of the Company or any Company Subsidiary of its properties or assets may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a any violation, conflict, breach, right of termination or acceleration, acceleration or creation of Liens, liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iviii) of the preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses clause (iii) and (iv) above, to obtaining (prior to the ClosingEffective Time) consents required from, or giving notices required to be provided to, from commercial lenders, lessors or other third parties. Excluded from the foregoing sentences of this paragraph (b), all insofar as they apply to the terms, conditions or provisions of which required consents the items described in clauses (ii) and notices (iii) of the first sentence of this paragraph (b), are listed on such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except as disclosed in Schedule 4.4.2. -------------- 4.4.3 Except 4.4 and for (i) the filing in connection with the IPO of a registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended 1933 (the "1933 Act"), (ii) the declaration of the effectiveness thereof by the SEC and, if required, and filings with various state blue sky authorities authorities, and (iii) any notices the making of change-in-control required the Merger Filings with respect to any Licenses (hereinafter defined), all the Secretary of which notices are listed on Schedule 4.4.3State of the State of Delaware and Texas in connection with the Merger, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders or the consummation by the Company and the Stockholders of the transactions contemplated hereby.

Authority; Non-Contravention; Approvals. 4.4.1 6.4.1 Each of the Stockholders CenterPoint and the Company Mergersub has full all requisite right, capacity, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company CenterPoint and by the StockholdersMergersub, and no other corporate proceedings on the part of the Company CenterPoint or Mergersub are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company CenterPoint and Mergersub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company CenterPoint and the Stockholders, Mergersub and, assuming the due authorization, execution and delivery hereof by Compassthe Company and the Stockholders, constitutes a valid and legally binding agreement of the Company CenterPoint and the StockholdersMergersub, enforceable against the Company and the Stockholders each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other 29 similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 6.4.2 The execution and delivery of this Agreement by each of the Company CenterPoint and the Stockholders do Mergersub does not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of the Company CenterPoint or any Company Subsidiary under, Mergersub under any of the terms, conditions or provisions of (i) the Articles Certificate of Incorporation or By-laws of the Company CenterPoint or any Company SubsidiaryMergersub, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local Governmental Authority applicable to CenterPoint or foreign governmentMergersub or any of their respective properties or assets, or any subdivision, agency or authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the business, properties or assets of the Company or any Company Subsidiary, (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary CenterPoint or any of the Stockholders Mergersub is now a party or by which any of the StockholdersCenterPoint, the Company, any Company Subsidiary Mergersub or any of the their respective properties or assets of the Company or any Company Subsidiary assets, may be bound or affected. The consummation by the Company and the Stockholders CenterPoint or Mergersub of the transactions contemplated hereby will not result in a any violation, conflict, breach, right of termination or acceleration, acceleration or creation of Liens, Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iviii) of the immediately preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses clause (iii) and (ivii) above, to obtaining (prior to the ClosingClosing Date) CenterPoint Required Statutory Approvals (as defined in Section 6.4.3) and, in the case of the terms, conditions or provisions of the items described in clause (iii) above, to obtaining (prior to the Closing Date) consents required from, or giving notices required to be provided to, from commercial lenders, lessors or other third parties, all of which required consents and notices are listed on Schedule 4.4.2. --------------. 4.4.3 6.4.3 Except for with respect to (i) the filing in connection of the Registration Statements with the IPO of a registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") SEC pursuant to the Securities Act of 1933, as amended (the "1933 Act"), (ii) the declaration of the effectiveness thereof of the Registration Statements by the SEC andand filings, if required, filings with various state securities or blue sky authorities authorities, and (ii) any filing which may be required under the HSR Act (the filings and approvals referred to in clauses (i) through (iii) any notices of change-in-control required with respect are collectively referred to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.3, as the "CenterPoint Required Statutory Approvals") no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders CenterPoint or Mergersub or the consummation by the Company and the Stockholders CenterPoint or Mergersub of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, are not reasonably expected to, in the aggregate, have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of CenterPoint and its subsidiaries, taken as a whole (a "CenterPoint Material Adverse Effect").

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the (a) The Company has full right, capacity, all necessary corporate power and authority to enter into this Agreement and, subject to the Company Shareholders' Approval (as defined in Section 7.2) and the Company Required Statutory Approvals (as defined in Section 5.5(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company and by the StockholdersCompany, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or or, except for the Company Shareholders' Approval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the StockholdersCompany, and, assuming the due authorization, execution and delivery hereof by CompassParent and Subsidiary, constitutes a valid and legally binding agreement of the Company and the StockholdersCompany, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 (b) The execution and delivery of this Agreement by each of the Company and the Stockholders do not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company Subsidiary under, of its subsidiaries under any of the terms, conditions or provisions of (i) the Articles of Incorporation respective charters or By-laws bylaws of the Company or any Company Subsidiaryof its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or governmental authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the business, properties or assets of the Company or any Company Subsidiaryof its subsidiaries or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary or any of the Stockholders its subsidiaries is now a party or by which any of the Stockholders, the Company, any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary of its subsidiaries or any of their respective properties or assets may be bound or affectedbound. The Except as set forth in Schedule 5.5(b), the consummation by the Company and the Stockholders of the --------------- transactions contemplated hereby will not result in a any violation, conflict, breach, right of termination or accelerationtermination, acceleration or creation of Liens, liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iviii) of the preceding sentence, subject, in . (c) Except for the case making of the terms, conditions or provisions Merger Filing with the Secretary of State of the items described in clauses (iii) and (iv) above, to obtaining (prior to the Closing) consents required from, or giving notices required to be provided to, commercial lenders, lessors or other third parties, all State of which required consents and notices are listed on Schedule 4.4.2. -------------- 4.4.3 Except for (i) the filing California in connection with the IPO of a registration statement on Form S-1 Merger (the "Registration Statement") with the Securities and Exchange Commission ("SEC") pursuant filing is referred to the Securities Act of 1933, as amended (the "1933 ActCompany Required Statutory Approvals"), (ii) the declaration of the effectiveness thereof by the SEC and, if required, filings with various state blue sky authorities and (iii) any notices of change-in-control required with respect to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.3, no declaration, ------------------------------------ filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders or the consummation by the Company and the Stockholders of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Company Material Adverse Effect.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the (a) The Company has full right, capacity, corporate power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated herebyherein (the "Transactions"). This Agreement has been approved by the Board of Directors of the Company and by the Stockholders, and no other corporate proceedings on the part of the Company Company, including, without limitation, any stockholder approval with respect to the Company, are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated herebyTransactions, including, without limitation, under the applicable requirements of any securities exchange. This Agreement has been duly executed and delivered by the Company and the StockholdersCompany, and, assuming the due authorization, execution and delivery hereof by Compassthe Investor, constitutes a valid and legally binding agreement of the Company and the Stockholders, enforceable against the Company and the Stockholders it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 (b) The execution and delivery of this Agreement by each of the Company and the Stockholders consummation by the Company of the Transactions do not violate, conflict with and will not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company Subsidiary under, under any of the terms, conditions or provisions of (i) the Articles of Incorporation charter or By-laws bylaw of the Company or any Company SubsidiaryCompany, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or governmental authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the business, properties or assets of the Company or any Company Subsidiaryof its properties or assets, or (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary or any of the Stockholders is now a party or by which any of the Stockholders, the Company, any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary of their properties or assets may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination or acceleration, or creation of Liens, under the terms, conditions or provisions of the items described in clauses (i) through (iv) of the preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses (iii) and (iv) above, to obtaining (prior to the Closing) consents required from, or giving notices required to be provided to, commercial lenders, lessors or other third parties, all of which required consents and notices are listed on Schedule 4.4.2. -------------- 4.4.3 Except for (i) the filing in connection with the IPO of a registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended (the "1933 Act"), (ii) the declaration of the effectiveness thereof by the SEC and, if required, filings with various state blue sky authorities and (iii) any notices of change-in-control required with respect to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.3, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders or the consummation by the Company and the Stockholders of the transactions contemplated hereby.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the 4.3.1 The Company has full right, capacity, power and authority to enter into this Agreement and, subject to the approval of the Merger and the transactions contemplated hereby by the Company's stockholders, to consummate the transactions contemplated hereby. This The execution, delivery and performance of this Agreement by the Company has been approved duly authorized by the Board of Directors of the Company and by the Stockholders, and no other all necessary corporate proceedings action on the part of the Company are necessary Company, subject to authorize the execution approval of the Merger and delivery of this Agreement or the consummation by the Company of the transactions contemplated herebyhereby by the Company's stockholders. This Agreement has been duly executed and delivered by the Company and the StockholdersCompany, and, assuming the due authorization, execution and delivery hereof by CompassCenterprise, constitutes a valid and legally binding agreement of the Company and the StockholdersCompany, enforceable against the Company and the Stockholders it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 4.3.2 The execution and delivery of this Agreement by each of the Company and the Stockholders do does not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien claim, lien, privilege, mortgage, charge, hypothecation, assessment, security interest, pledge or other encumbrance, conditional sales contract, equity charge, restriction, or adverse claim of interest of any kind or nature whatsoever (each a "Lien" and collectively, the "Liens"), upon any of the properties or assets of the Company or any Company Subsidiary under, any of the terms, conditions or provisions of (i) the Articles of Incorporation or By-laws Organizational Documents of the Company or any Company Subsidiary, (ii) following completion of the Conversion, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the businessBusiness, properties or assets of the Company or any Company Subsidiary, except for those items discussed in (ii) above relating to regulating, licensing or permitting the practice of public accountancy, or (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which any of the Company, Company or any Company Subsidiary or any of the Stockholders is a party or by which any of the Stockholders, the Company, any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination termination, creation or acceleration, or creation acceleration of Liens, Liens under the terms, conditions or provisions of the items described in clauses (i) through (iviii) of the immediately preceding sentence, subject, subject in the case of the terms, conditions or provisions of the items described in clauses clause (iii) and (iv) above, to obtaining (prior to the ClosingClosing Date) such consents required from, or giving notices required to be provided to, commercial lenders, lessors or other from third parties, all of which required consents and notices are listed parties set forth on Schedule 4.4.2. --------------4.3.2 and except for those items described in (ii) and (iii) above relating to regulating, licensing or permitting the practice of public accountancy and any filing which may be required under the HSR Act. 4.4.3 4.3.3 Except for (i) the filing in connection with the IPO declaration of effectiveness of a registration statement on Form S-1 (the "Form S-1") and a post-effective amendment to the registration statement on Form S-4 (the "Form S-4") (Form S-1 and Form S-4 are collectively the "Registration StatementStatements") with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the "Securities Act" or the "1933 Act"), (ii) the declaration of the effectiveness thereof by the SEC andand filings, if required, filings with various state securities or "blue sky authorities sky" authorities, (ii) any filing which may be required under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvement Act of 1976, as amended (the "HSR Act"), and (iii) any notices filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of change-in-control required with respect to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.3public accountancy, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders or the consummation by the Company and the Stockholders of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually or in the aggregate, have a "Company Material Adverse Effect," which, for purposes of this Agreement means a material adverse effect on the operations, assets, condition (financial or other), operating results, employee or client relations, or prospects of the Company or any Company Subsidiary.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders Stockholder and the Company has full right, capacity, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company and by the Stockholdersstockholders of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the StockholdersStockholder, and, assuming the due authorization, execution and delivery hereof by Compass, constitutes a valid and legally binding agreement of the Company and the StockholdersStockholder, enforceable against the Company and the Stockholders Stockholder in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 The execution and delivery of this Agreement by each of the Company and the Stockholders Stockholder do not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, any of the terms, conditions or provisions of (i) the Articles of Incorporation or By-laws of the Company or any Company Subsidiary, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or authority of any thereof ("Governmental Authority") applicable to any the Stockholder, the Company, any Company Subsidiary, or the business, properties or assets of the Company or any Company Subsidiary, (iii) any note, bond, mortgage, indenture or deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary or any of the Stockholders Stockholder is a party or by which any of the StockholdersStockholder, the Company, any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be bound or affected. The consummation by the Company and the Stockholders Stockholder of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination or acceleration, or creation of Liens, under the terms, conditions or provisions of the items described in clauses (i) through (iv) of the preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses (iii) and (iv) above, to obtaining (prior to the Closing) consents required from, or giving notices required to be provided to, commercial lenders, lessors or other third parties, all of which required consents and notices are listed on Schedule 4.4.2. ---------------------------- 6 4.4.3 Except for (i) the filing in connection with the IPO of a registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended (the "1933 Act"), (ii) the declaration of the effectiveness thereof by the SEC and, if required, filings with various state blue sky authorities and (iii) any notices of change-in-control required with respect to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.3, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders Stockholder or the consummation by the Company and the Stockholders Stockholder of the transactions contemplated hereby.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the IV.3.1 The Company has full right, capacity, power and authority to enter into this Agreement and, subject to the approval of the Merger and the transactions contemplated hereby by the Company's stockholders, to consummate the transactions contemplated hereby. This The execution, delivery and performance of this Agreement by the Company has been approved duly authorized by the Board of Directors of the Company and by the Stockholders, and no other all necessary corporate proceedings action on the part of the Company are necessary Company, subject to authorize the execution approval of the Merger and delivery of this Agreement or the consummation by the Company of the transactions contemplated herebyhereby by the Company's stockholders. This Agreement has been duly executed and delivered by the Company and the StockholdersCompany, and, assuming the due authorization, execution and delivery hereof by CompassCenterPoint, constitutes a valid and legally binding agreement of the Company and the StockholdersCompany, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 IV.3.2 The execution and delivery of this Agreement by each of the Company and the Stockholders do does not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien claim, lien, privilege, mortgage, charge, hypothecation, assessment, security interest, pledge or other encumbrance, conditional sales contract, equity charge, restriction, or adverse claim of interest of any kind or nature whatsoever (each a "LIEN" and collectively, the "LIENS") upon the Business or any of the properties or assets of the Company or any Company Subsidiary under, any of the terms, conditions or provisions of (i) the Articles of Incorporation or By-laws Organizational Documents of the Company or any Company Subsidiary, (ii) any statute, law, ordinance, rule, regulation, state or federal regulatory agency bulletin, state attorney general opinion, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or authority of any thereof thereof, including any state's department of insurance ("Governmental AuthorityGOVERNMENTAL AUTHORITY") applicable to any Stockholder, the Company, any Company Subsidiarythe Business, or the business, properties or assets of each of the Company Companies, or any Company Subsidiary, (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary or any of the Stockholders is a party or by which any of the Stockholders, the Company, any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination or accelerationtermination, or creation or acceleration of Liens, Liens under the terms, conditions or provisions of the items described in clauses (i) through (iviii) of the immediately preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses (ii) or (iii) and (iv) above, to obtaining (prior to the ClosingClosing Date) such consents required from, or giving notices required to be provided to, commercial lenders, lessors or other from third parties, all of which required consents and notices are listed parties set forth on Schedule 4.4.24.3.2. -------------- 4.4.3 IV.3.3 Except for (i) the filing in connection with the IPO of a registration statement on Form S-1 (the "Registration StatementFORM S-1") and the filing of a registration statement on Form S-4 (the "FORM S-4") (Form S-1 and Form S-4 are collectively the "REGISTRATION STATEMENTS") with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the "SECURITIES ACT"or the "1933 ActACT"), (ii) the declaration of the effectiveness thereof by the SEC andand filings, if required, filings with various state securities or "blue sky authorities sky" authorities, (ii) any filing which may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the "HSR Act"), and (iii) any notices the Washington Office of change-in-control required with respect to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.3the Insurance Commissioner, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders or the consummation by the Company and the Stockholders of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually or in the aggregate, have a "COMPANY MATERIAL ADVERSE EFFECT," which, for purposes of this Agreement means a material adverse effect on the operations, assets, condition (financial or other), operating results, employee or client relations, or prospects of the Company.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the Company (a) Turbeco has full right, capacity, corporate power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company Turbeco and by the StockholdersFlotek, and no other corporate proceedings on the part of the Company Turbeco or Flotek are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company Turbeco of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the StockholdersTurbeco, and, assuming the due authorization, execution and delivery hereof by Compassthe Company and JH, constitutes a valid and legally binding agreement of the Company and the Stockholders, Turbeco enforceable against the Company and the Stockholders it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 (b) The execution and delivery of this Agreement by each Turbeco and the consummation by Turbeco of the Company and the Stockholders transactions contemplated hereby do not violate, conflict with and will not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company Subsidiary under, Turbeco under any of the terms, conditions or provisions of (i) the Articles charter or bylaw of Incorporation or By-laws of the Company or any Company SubsidiaryTurbeco, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, governmental authority applicable to Turbeco or any subdivision, agency or authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the business, its properties or assets of the Company or any Company Subsidiary, (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary or any of the Stockholders Turbeco is now a party or by which any of the Stockholders, the Company, any Company Subsidiary Turbeco or any of the its properties or assets of the Company or any Company Subsidiary may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination or acceleration, or creation of Liens, under the terms, conditions or provisions of the items described in clauses (i) through (iv) of the preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses (iii) and (iv) above, to obtaining (prior to the Closing) consents required from, or giving notices required to be provided to, commercial lenders, lessors or other third parties, all of which required consents and notices are listed on Schedule 4.4.2. -------------- 4.4.3 Except for (i) the filing in connection with the IPO of a registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended (the "1933 Act"), (ii) the declaration of the effectiveness thereof by the SEC and, if required, filings with various state blue sky authorities and (iii) any notices of change-in-control required with respect to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.3, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders or the consummation by the Company and the Stockholders of the transactions contemplated hereby.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the 4.3.1 The Company has full right, capacity, power and authority to enter into this Agreement Agreement, subject to the approval of the Merger and the transactions contemplated hereby by the Company's stockholders, to consummate the transactions contemplated hereby. This The execution, delivery and performance of this Agreement by the Company has been approved duly authorized by the Board of Directors of the Company and by the Stockholders, and no other all necessary corporate proceedings action on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated herebyCompany. This Agreement has been duly executed and delivered by the Company and the StockholdersCompany, and, assuming the due authorization, execution and delivery hereof by CompassCenterPoint, constitutes a valid and legally binding agreement of the Company and the Stockholders, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 4.3.2 The execution and delivery of this Agreement by each of the Company and the Stockholders do does not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien claim, lien, privilege, mortgage, charge, hypothecation, assessment, security interest, pledge or other encumbrance, conditional sales contract, equity charge, restriction, or adverse claim of interest of any kind or nature whatsoever (each a "LIEN" and collectively, the "LIENS") upon any of the properties or assets of the Company or any Company Subsidiary under, any of the terms, conditions or provisions of (i) the Articles of Incorporation or By-laws Organizational Documents of the Company or any Company Subsidiary, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or authority of any thereof ("Governmental AuthorityGOVERNMENTAL AUTHORITY") applicable to any Stockholder, the Company, any Company Subsidiary, or the businessBusiness, properties or assets of the Company or any Company Subsidiary, or (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, or any Company Subsidiary or any of the Stockholders is a party or by which any of the Stockholders, the Company, any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination termination, creation or acceleration, or creation acceleration of Liens, Liens under the of the terms, conditions or provisions of the items described in clauses (i) through (iviii) of the immediately preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses clause (iii) and (iv) above, to obtaining (prior to the ClosingClosing Date) such consents required from, or giving notices required to be provided to, commercial lenders, lessors or other from third parties, all of which required consents and notices are listed parties set forth on Schedule 4.4.24.3.2. -------------- 4.4.3 4.3.3 Except for (i) the filing in connection with the IPO of a registration statement on Form S-1 (the "Registration StatementFORM S-1") and the filing of a registration statement on Form S-4 (the "FORM S-4") (Form S-1 and Form S-4 are collectively the "REGISTRATION STATEMENTS") with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the "SECURITIES ACT" or the "1933 ActACT"), (ii) the declaration of the effectiveness thereof by the SEC andand filings, if required, filings with various state securities or "blue sky authorities sky" authorities, (ii) any filing which may be required under the Xxxx- Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the "HSR ACT"), and (iii) any notices the necessary filings with the New Jersey Department of change-in-control required with respect to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.3Banking and Insurance, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders or the consummation by the Company and the Stockholders of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually or in the aggregate, have a "COMPANY MATERIAL ADVERSE EFFECT," which, for purposes of this Agreement means a material adverse effect on the operations, assets, condition (financial or other), operating results, employee or client relations, or prospects of the Company or any Company Subsidiary.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the Company (a) The Purchaser has full right, capacity, corporate power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors No approval of the Company and by the Stockholders, and no other corporate proceedings on the part shareholders of the Company are necessary Purchaser is required, pursuant to authorize any Legal Requirement, other regulatory requirement or otherwise, in connection with the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the StockholdersPurchaser, and, assuming the due authorization, execution and delivery hereof by Compassthe Company and the Shareholders, constitutes a valid and legally binding agreement of the Company and the Stockholders, Purchaser enforceable against the Company and the Stockholders it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles. 4.4.2 (b) The execution and delivery of this Agreement by each and the consummation by the Purchaser of the Company and the Stockholders transactions contemplated hereby do not violate, conflict with and will not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance, upon any of the properties or assets of the Company Purchaser or any Company Subsidiary under, of its Subsidiaries under any of the terms, conditions or provisions of (i) the Articles of Incorporation respective charters or By-laws bylaws of the Company Purchaser or any Company Subsidiaryof its Subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, Governmental Authority applicable to the Purchaser or any subdivision, agency of its Subsidiaries or authority any of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the business, their respective properties or assets of (assuming compliance with the Company matters referred to in Section 4.2(c)) or any Company Subsidiary, (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary Purchaser or any of the Stockholders its Subsidiaries is now a party or by which any of the Stockholders, the Company, any Company Subsidiary Purchaser or any of the its Subsidiaries or any of their respective properties or assets of the Company or any Company Subsidiary may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination or acceleration, or creation of Liens, under the terms, conditions or provisions of the items described in clauses (i) through (iv) of the preceding sentence, subjectexcept, in the case of the terms, conditions or provisions of the items described in clauses (iiiii) and (iv) aboveiii), to obtaining (prior to the Closing) consents required fromfor matters as would not have, or giving notices required could not reasonably be anticipated to be provided to(x) have, commercial lendersindividually or in the aggregate, lessors a Material Adverse Effect, or other third parties, all of which required consents and notices are listed on Schedule 4.4.2. -------------- 4.4.3 Except for (iy) materially impair the filing in connection with the IPO of a registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended (the "1933 Act"), (ii) the declaration ability of the effectiveness thereof Purchaser to consummate the transactions contemplated by the SEC and, if required, filings with various state blue sky authorities and this Agreement. (iiic) any notices of change-in-control required with respect to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.3, no No declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders Purchaser or the consummation by the Company and the Stockholders Purchaser of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, have, or could not reasonably be anticipated to have, individually or in the aggregate, a Material Adverse Effect or materially impair the ability of the Purchaser to consummate the transactions contemplated by this Agreement.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the (a) The Company has full right, capacity, corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company and by the Stockholders, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the Stockholders, and, assuming the due authorization, execution and delivery hereof by CompassPalEx, Subsidiary and Main Street, constitutes a valid and legally binding agreement of the Company and the Stockholders, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 (b) The execution and delivery of this Agreement by each of the Company and the Stockholders do not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company Subsidiary under, under any of the terms, conditions or provisions of (i) the Articles of Incorporation charter or Byby-laws of the Company or any Company Subsidiary, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or governmental authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the business, properties or assets of the Company or any Company Subsidiaryof its properties or assets, or (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary or any of the Stockholders is now a party or by which any of the Stockholders, the Company, any Company Subsidiary Stockholders or any of the properties or assets of the Company or any Company Subsidiary of its properties or assets may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a any -6- violation, conflict, breach, right of termination or acceleration, acceleration or creation of Liens, liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iviii) of the preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses clause (iii) and (iv) above, to obtaining (prior to the ClosingEffective Time) consents required from, or giving notices required to be provided to, from commercial lenders, lessors or other third parties. Excluded from the foregoing sentences of this paragraph (b), all insofar as they apply to the terms, conditions or provisions of which required consents the items described in clauses (ii) and notices (iii) of the first sentence of this paragraph (b), are listed on Schedule 4.4.2. --------------such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, reasonably be expected to have a Company Material Adverse Effect. 4.4.3 (c) Except for (i) the filing in connection with the IPO of a registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended 1933 (the "1933 Act"), (ii) the declaration of the effectiveness thereof by the SEC and, if required, and filings with various state blue sky authorities authorities, and (iii) any notices the making of change-in-control required the Merger Filings with respect to any Licenses (hereinafter defined), all the Secretary of which notices are listed on Schedule 4.4.3State of the State of Delaware and Texas in connection with the Merger, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders or the consummation by the Company and the Stockholders of the transactions contemplated hereby.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the Company (a) Buyer has full right, capacity, corporate power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated herebyTransaction. This Agreement has been approved by the Board of Directors of the Company and by the Stockholders, Buyer and no other corporate proceedings on the part of the Company Buyer are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company Buyer of the transactions contemplated herebyTransaction, including, without limitation, under the applicable requirements of any securities exchange. This Agreement has been duly executed and delivered by the Company and the StockholdersBuyer, and, assuming the due authorization, execution and delivery hereof by Compassthe Company, constitutes a valid and legally binding agreement of the Company and the Stockholders, Buyer enforceable against the Company and the Stockholders it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles. 4.4.2 (b) The execution and delivery of this Agreement by each Buyer and the consummation by Buyer of the Company and the Stockholders Transaction do not violate, conflict with and will not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company Subsidiary under, Buyer under any of the terms, conditions or provisions of (i) the Articles charter or bylaws of Incorporation or By-laws of the Company or any Company SubsidiaryBuyer, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, governmental authority applicable to Buyer or any subdivision, agency or authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the business, its respective properties or assets of the Company or any Company Subsidiary, (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary or any of the Stockholders Buyer is now a party or by which any of the Stockholders, the Company, any Company Subsidiary Buyer or any of the its respective properties or assets of the Company or any Company Subsidiary may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination or acceleration, or creation of Liens, under the terms, conditions or provisions of the items described in clauses . (ic) through (iv) of the preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses (iii) and (iv) above, to obtaining (prior to the Closing) consents required from, or giving notices required to be provided to, commercial lenders, lessors or other third parties, all of which required consents and notices are listed on Schedule 4.4.2. -------------- 4.4.3 Except for (i) the filing in connection with the IPO of a registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended (the "1933 Act"), (ii) the declaration of the effectiveness thereof by the SEC and, if required, filings with various state blue sky authorities and (iii) any notices of change-in-control required with respect to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.3, no No declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders Buyer or the consummation by the Company and the Stockholders Buyer of the transactions contemplated herebyTransaction.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the Company has full right, capacity, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company and by the Stockholders, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the Stockholders, and, assuming the due authorization, execution and delivery hereof by Compass, constitutes a valid and legally binding agreement of the Company and the Stockholders, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 The Except as set forth on Schedule 4.4.2, the execution and -------------- delivery of this Agreement by each of the Company and the Stockholders do not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, any of the terms, conditions or provisions of (i) the Articles Certificate of Incorporation or By-laws of the Company or any Company Subsidiary, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the business, properties or assets of the Company or any Company Subsidiary, (iii) any note, bond, mortgage, indenture or deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary or any of the Stockholders is a party or by which any of the Stockholders, the Company, any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be bound or affected. The Except as set forth on Schedule 4.4.2, -------------- the consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination or acceleration, or creation of Liens, under the terms, conditions or provisions of the items described in clauses (i) through (iv) of the preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses (ii), (iii) and (iv) above, to obtaining (prior to the Closing) consents required from, or giving notices required to be provided to, commercial lenders, lessors or other third parties, all of which required consents and notices are listed on Schedule -------- 4.4.2. ------------------- 4.4.3 Except for (i) the filing in connection with the IPO of a registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended (the "1933 Act"), (ii) the declaration of the effectiveness thereof by the SEC and, if required, filings with various state blue sky authorities and (iii) any notices of change-in-control required with respect to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.3, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders or the consummation by the Company and the Stockholders of the transactions contemplated hereby.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the (a) The Company has full right, capacity, corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 4.17) with respect solely to the Merger and the Merger Agreement, to consummate the transactions contemplated hereby. This Agreement has and the Merger have been approved and adopted by the Board of Directors of the Company and by the Stockholders, and no Company. No other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or or, except for the Company Stockholders' Approval with respect solely to the Merger and the Merger Agreement, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the StockholdersCompany, and, assuming the due authorization, execution and delivery hereof by CompassParent and Merger Subsidiary, constitutes a valid and legally binding agreement of the Company and the StockholdersCompany, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 (b) The execution execution, delivery and delivery performance of this Agreement by each of the Company and the Stockholders consummation of the Merger and the transactions contemplated hereby do not and will not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, contractually require any offer to purchase or any prepayment of any debt, or result in the creation of any Lien lien, security interest or encumbrance upon any of the properties or assets of the Company or any Company Subsidiary under, of its subsidiaries under any of the terms, conditions or provisions of (i) the Articles respective articles of Incorporation incorporation or By-laws bylaws (or comparable organizational documents) of the Company or any Company Subsidiaryof its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or governmental authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the business, properties or assets of the Company or any of its subsidiaries or any of their respective properties or assets, subject, in the case of consummation, to obtaining (prior to the Effective Time) the Company SubsidiaryRequired Statutory Approvals (as defined in Section 4.04(c)) and the Company Stockholders' Approval, or (iii) any note, bond, mortgage, indenture or deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind Contract to which the Company, any Company Subsidiary or any of the Stockholders its subsidiaries is now a party or by which any of the Stockholders, the Company, any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary of its subsidiaries or any of their respective properties or assets may be bound or affected. The , other than, in the case of clause (i) of this paragraph (b) (solely to the extent such clause relates to organizational documents of the Company's subsidiaries) and clauses (ii) and (iii) of this paragraph (b), such violations, conflicts, breaches, defaults, terminations, accelerations, contractual requirements or creations of liens, security interests or encumbrances that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect and would not prevent or materially delay the consummation of the Merger. (c) Except for (i) the filings by the Company and required by the Stockholders HSR Act, (ii) the filing of the transactions contemplated hereby will not result in a violationProxy Statement and other applicable filings, conflictif any, breachwith the SEC pursuant to the Exchange Act, right (iii) the filing of termination or acceleration, or creation Articles of Liens, under Merger with the terms, conditions or provisions Secretary of State of the items described State of Nevada in connection with the Merger, (iv) any filings with or approvals from authorities required solely by virtue of the jurisdictions in which Parent or its subsidiaries conduct any business or own any assets, and (v) filings with and approvals in respect of Gaming Laws (the filings and approvals referred to in clauses (i) through (ivv) and those disclosed in Section 4.04(c) of the preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses (iii) and (iv) above, Company Disclosure Schedule are collectively referred to obtaining (prior to the Closing) consents required from, or giving notices required to be provided to, commercial lenders, lessors or other third parties, all of which required consents and notices are listed on Schedule 4.4.2. -------------- 4.4.3 Except for (i) the filing in connection with the IPO of a registration statement on Form S-1 (as the "Registration Statement") with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended (the "1933 ActCompany Required Statutory Approvals"), (ii) the declaration of the effectiveness thereof by the SEC and, if required, filings with various state blue sky authorities and (iii) any notices of change-in-control required with respect to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.3, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders or the consummation by the Company and the Stockholders of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect and would not prevent or materially delay the consummation of the Merger.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the 4.3.1 The Company has full right, capacity, power and authority to enter into this Agreement and, subject to the approval of the Merger and the transactions contemplated hereby by the Company's stockholders, to consummate the transactions contemplated hereby. This The execution, delivery and performance of this Agreement has been approved by the Board of Directors of the Company and have been duly authorized by the Stockholders, and no other all necessary corporate proceedings action on the part of the Company are necessary Company, subject to authorize the execution approval of the Merger and delivery of this Agreement or the consummation by the Company of the transactions contemplated herebyhereby by the Company's stockholders. This Agreement has been duly executed and delivered by the Company and the StockholdersCompany, and, assuming the due authorization, execution and delivery hereof by CompassCenterprise, constitutes a valid and legally binding agreement of the Company and the StockholdersCompany, enforceable against the Company and the Stockholders it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 4.3.2 The execution and delivery of this Agreement by each of the Company and the Stockholders do does not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien claim, lien, privilege, mortgage, charge, hypothecation, assessment, security interest, pledge or other encumbrance, conditional sales contract, equity charge, restriction, or adverse claim of interest of any kind or nature whatsoever (each a "Lien" and collectively, the "Liens"), upon any of the properties or assets of the Company or any Company Subsidiary under, any of the terms, conditions or provisions of (i) the Articles of Incorporation or By-laws Organizational Documents of the Company or any Company Subsidiary, (ii) following completion of the Conversion, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the businessBusiness, properties or assets of the Company or any Company Subsidiary, except for those items discussed in (ii) above relating to regulating, licensing or permitting the practice of public accountancy, or (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which any of the Company, Company or any Company Subsidiary or any of the Stockholders is a party or by which any of the Stockholders, the Company, any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination termination, creation or acceleration, or creation acceleration of Liens, Liens under the terms, conditions or provisions of the items described in clauses (i) through (iviii) of the immediately preceding sentence, subject, subject in the case of the terms, conditions or provisions of the items described in clauses clause (iii) and (iv) above, to obtaining (prior to the ClosingClosing Date) such consents required from, or giving notices required to be provided to, commercial lenders, lessors or other from third parties, all of which required consents and notices are listed parties set forth on Schedule 4.4.2. --------------4.3.2 and except for those items described in (ii) and (iii) above, relating to regulating, licensing or permitting the practice of public accountancy and any filing which may be required under the HSR Act. 4.4.3 4.3.3 Except for (i) the filing in connection with the IPO declaration of effectiveness of a registration statement on Form S-1 (the "Form S-1") and a post- effective amendment to the registration statement on Form S-4 (the "Form S-4") (Form S-1 and Form S-4 are collectively the "Registration StatementStatements") with the Securities and Exchange Commission ("SECthe"SEC") pursuant to the Securities Act of 1933, as amended (the "Securities Act"or the "1933 Act"), (ii) the declaration of the effectiveness thereof any other filings required by the SEC andand filings, if required, filings with various state securities or "blue sky authorities sky" authorities, (ii) any filing which may be required under the Xxxx-Xxxx- Xxxxxx Antitrust Improvement Act of 1976, as amended (the "HSR Act"), and (iii) any notices filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of change-in-control required with respect to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.3public accountancy, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders or the consummation by the Company and the Stockholders of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually or in the aggregate, have a "Company Material Adverse Effect," which, for purposes of this Agreement means a material adverse effect on the operations, assets, condition (financial or other), operating results, employee or client relations, or prospects of the Company or any Company Subsidiary.

Authority; Non-Contravention; Approvals. 4.4.1 6.4.1 Each of the Stockholders CenterPoint and the Company Mergersub has full all requisite right, capacity, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company CenterPoint and by the StockholdersMergersub, and no other corporate proceedings on the part of the Company CenterPoint or Mergersub are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company CenterPoint and Mergersub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company CenterPoint and the Stockholders, Mergersub and, assuming the due authorization, execution and delivery hereof by Compassthe Company and the Stockholders, constitutes a valid and legally binding agreement of the Company CenterPoint and the StockholdersMergersub, enforceable against the Company and the Stockholders each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 6.4.2 The execution and delivery of this Agreement by each of the Company CenterPoint and the Stockholders do Mergersub does not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, CenterPoint and Mergersub under any of the terms, conditions or provisions of (i) the Articles Certificate of Incorporation or By-laws of the Company CenterPoint or any Company SubsidiaryMergersub, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federalGovernmental Authority applicable to CenterPoint, state, provincial, local Mergersub or foreign governmentany of their respective properties or assets, or any subdivision, agency or authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the business, properties or assets of the Company or any Company Subsidiary, (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary CenterPoint or any of the Stockholders Mergersub is now a party or by which any of the StockholdersCenterPoint, the Company, any Company Subsidiary Mergersub or any of the their respective properties or assets of the Company or any Company Subsidiary assets, may be bound or affected, except those items described in clause (ii) relating to regulating, licensing or permitting the practice of public accountancy. The consummation by the Company CenterPoint and the Stockholders Mergersub of the transactions contemplated hereby will not result in a any violation, conflict, breach, right of termination or acceleration, acceleration or creation of Liens, Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iviii) of the immediately preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses clause (iii) and (ivii) above, to obtaining (prior to the ClosingClosing Date) consents required fromCenterPoint Required Statutory Approvals and except for those items described in (ii) above relating to regulating, licensing or giving notices required permitting the practice of public accountancy. 6.4.3 Except with respect to be provided to, commercial lenders, lessors or other third parties, all of which required consents and notices are listed on Schedule 4.4.2. -------------- 4.4.3 Except for (i) the filing in connection of the Registration Statements with the IPO of a registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") SEC pursuant to the Securities Act of 1933, as amended (the "1933 Act"), (ii) the declaration of the effectiveness thereof of the Registration Statements by the SEC andand filings, if required, filings with various state securities or "blue sky authorities and sky" authorities, (ii) any filing which may be required under the HSR Act, (iii) any notices filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of change-in-control required with respect public accountancy (the filings and approvals referred to any Licenses in clauses (hereinafter defined), all of which notices i) through (iii) are listed on Schedule 4.4.3, collectively referred to as the "CENTERPOINT REQUIRED STATUTORY APPROVALS") no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders CenterPoint or Mergersub or the consummation by the Company and the Stockholders CenterPoint or Mergersub of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, are not reasonably expected to, in the aggregate, have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of CenterPoint and its subsidiaries, taken as a whole (a "CENTERPOINT MATERIAL ADVERSE EFFECT").

Authority; Non-Contravention; Approvals. 4.4.1 6.4.1 Each of the Stockholders Centerprise and the Company Mergersub has full all requisite right, capacity, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company Centerprise and by the StockholdersMergersub, and no other corporate proceedings on the part of the Company Centerprise or Mergersub are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company Centerprise and Mergersub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company Centerprise and the Stockholders, Mergersub and, assuming the due authorization, execution and delivery hereof by Compassthe Company and the Company's stockholders, constitutes a valid and legally binding agreement of the Company Centerprise and the StockholdersMergersub, enforceable against the Company and the Stockholders each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 6.4.2 The execution and delivery of this Agreement by each of the Company Centerprise and the Stockholders do Mergersub does not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of the Company Centerprise or any Company Subsidiary under, Mergersub under any of the terms, conditions or provisions of (i) the Articles Certificate of Incorporation or By-laws of the Company Centerprise or any Company SubsidiaryMergersub, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local Governmental Authority applicable to Centerprise or foreign governmentMergersub or any of their respective properties or assets, or any subdivision, agency or authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the business, properties or assets of the Company or any Company Subsidiary, (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary Centerprise or any of the Stockholders Mergersub is now a party or by which any of the StockholdersCenterprise, the Company, any Company Subsidiary Mergersub or any of the their respective properties or assets of the Company or any Company Subsidiary assets, may be bound or affected. The consummation by the Company and the Stockholders Centerprise or Mergersub of the transactions contemplated hereby will not result in a any violation, conflict, breach, right of termination or acceleration, acceleration or creation of Liens, Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iviii) of the immediately preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses clause (iii) and (ivii) above, to obtaining (prior to the ClosingClosing Date) Centerprise Required Statutory Approvals (as defined in Section 6.4.3) and, in the case of the terms, conditions or provisions of the items described in clause (iii) above, to obtaining (prior to the Closing Date) consents required from, or giving notices required to be provided to, from commercial lenders, lessors or other third parties, all of which required consents and notices are listed on Schedule 4.4.2. --------------. 4.4.3 6.4.3 Except for with respect to (i) the filing in connection with the IPO of a registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended (the "1933 Act"), (ii) the declaration of the effectiveness thereof of the Registration Statements by the SEC andand filings, if required, filings with various state securities or blue sky authorities authorities, and (ii) any filing which may be required under the HSR Act (the filings and approvals referred to in clauses (i) through (iii) any notices of change-in-control required with respect are collectively referred to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.3, as the "Centerprise Required Statutory Approvals") no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders Centerprise or Mergersub or the consummation by the Company and the Stockholders Centerprise or Mergersub of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, are not reasonably expected to, in the aggregate, have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of Centerprise and its subsidiaries, taken as a whole (a "Centerprise Material Adverse Effect").

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the Company has full right, capacity, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company and by the Stockholders, and no other corporate proceedings (a) No further actions on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the StockholdersSeller, and, assuming the due authorization, execution and delivery hereof by CompassBuyer, constitutes a valid and legally binding agreement of the Company and the StockholdersSeller, enforceable against the Company and the Stockholders Seller in accordance with its terms, except that such enforcement may be subject to (ia) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (iib) general equitable principles. 4.4.2 The (b) Except as set forth in the disclosure schedule attached to this Agreement (the “Disclosure Schedule”), the execution and delivery of this Agreement by each Seller and the consummation by Seller of the Company and the Stockholders transactions contemplated hereby do not violate, conflict with and will not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company Subsidiary under, under any of the terms, conditions or provisions of (i) the Articles of Incorporation or By-laws organizational documents of the Company or any Company SubsidiaryDiamond Rock, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federalgovernmental authority applicable to the Seller, state, provincial, local or foreign governmentDiamond Rock, or any subdivision, agency or authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the business, properties or assets of the Company or any Company Subsidiaryof their properties or assets, or (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or any agreement of any kind to which the CompanySeller, any Diamond Rock, or the Company Subsidiary or any of the Stockholders is now a party or by which any of the Stockholders, the Company, any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary of its properties or assets may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination or acceleration, or creation of Liens, under the terms, conditions or provisions of the items described in clauses (i) through (iv) of the preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses (iii) and (iv) above, to obtaining (prior to the Closing) consents required from, or giving notices required to be provided to, commercial lenders, lessors or other third parties, all of which required consents and notices are listed on Schedule 4.4.2. -------------- 4.4.3 Except for (i) the filing in connection with the IPO of a registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended (the "1933 Act"), (ii) the declaration of the effectiveness thereof by the SEC and, if required, filings with various state blue sky authorities and (iii) any notices of change-in-control required with respect to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.3, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders or the consummation by the Company and the Stockholders of the transactions contemplated hereby.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the (a) The Company has full right, capacity, corporate power and authority to enter into this Agreement and and, subject to the Company Stockholders' Approval, if required, to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company and by the StockholdersCompany, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or or, except for the Company Stockholders' Approval, if required, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the StockholdersCompany, and, assuming the due authorization, execution and delivery hereof by CompassParent and Subsidiary, constitutes a valid and legally binding agreement of the Company and the StockholdersCompany, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (ia) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (iib) general equitable principles. 4.4.2 (b) The execution execution, delivery and delivery performance of this Agreement by each of the Company and the Stockholders consummation of the Offer, the Merger and the other transactions contemplated hereby do not and will not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest or encumbrance upon any of the properties or assets of the Company or any Company Subsidiary under, of its subsidiaries under any of the terms, conditions or provisions of (i) the Articles respective certificates of Incorporation incorporation or By-laws bylaws of the Company or any Company Subsidiaryof its subsidiaries (or, in the case of any subsidiary that is not a corporation, its equivalent constituent documents), (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or governmental authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the business, properties or assets of the Company or any Company Subsidiaryof its subsidiaries or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary or any of the Stockholders its subsidiaries is now a party or by which any of the Stockholders, the Company, any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary of its subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination or acceleration, or creation of Liens, under the terms, conditions or provisions of the items described in clauses ; subject (ix) through (iv) of the preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses clause (iii) and (ivii) above, to obtaining (prior to the ClosingEffective Time) the Company Required Statutory Approvals (as defined in Section 5.4(c) hereof) and the Company Stockholders' Approval, if required, and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from, or giving notices required to be provided to, from commercial lenders, lessors or other third parties. Excluded from the foregoing sentences of this paragraph (b), all insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b) (and whether resulting from such execution and delivery or consummation), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests or encumbrances that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 5.4(b) of the Company Disclosure Schedule, (i) none of the Contracts (as defined in Section 5.25 hereof) described in Section 5.25(h) requires the consent of a third party to enter into this Agreement or the transactions contemplated hereby, and (ii) except for third party consents the failure of which required consents and notices are listed on Schedule 4.4.2. --------------to obtain would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company is not a party to any contract (excluding for purposes of this representation any Contract described in Section 5.25(h)) requiring the consent of a third party to enter into this Agreement or the transactions contemplated hereby. 4.4.3 (c) Except for (i) the filing in connection with filings by the IPO Company required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of a registration statement on Form S-1 1976, as amended (the "Registration StatementHSR Act"), (ii) the competition filings required before the Bundeskartellamt, (iii) the filing of the Offer Documents, the Schedule 14D-9, the Information Statement (as defined in Section 5.10 hereof) and the Proxy Statement with the Securities and Exchange Commission ("SEC") SEC pursuant to the Exchange Act, and the Securities Act of 1933, as amended (the "1933 Securities Act"), and (iiiv) the declaration making of the effectiveness thereof by Merger Filing with the SEC and, if required, Secretary of State of the State of Delaware in connection with the Merger (the filings with various state blue sky authorities and approvals referred to in clauses (iiii) any notices of change-in-control required with respect through (iv) are collectively referred to any Licenses (hereinafter definedas the "Company Required Statutory Approvals"), all of which notices are listed on Schedule 4.4.3, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body, agency or authority (including, without limitation, any governmental or regulatory body, agency or authority outside of the United States) (a "Governmental Authority Authority") is necessary for the execution and delivery of this Agreement by the Company and the Stockholders or the consummation by the Company and the Stockholders of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders (a) The Company and the Company has each Stockholder have full right, capacity, power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated herebyTransaction. This Agreement has been approved by the Board of Directors and stockholders of the Company and by the StockholdersCompany, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated herebyTransaction. This Agreement has been duly executed and delivered by the Company and the Stockholderseach Stockholder, and, assuming the due authorization, execution and delivery hereof by CompassAcquisition Sub and Flotek, constitutes a valid and legally binding agreement of the Company and the Stockholderseach Stockholder, enforceable against the Company and the Stockholders such Stockholder in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles. 4.4.2 The (b) Except as set forth on Schedule 5.4(b) of the Disclosure Schedule, the execution and delivery of this Agreement by each of the Company and each Stockholder and the Stockholders consummation by the Company and such Stockholder of the Transaction do not violate, conflict with and will not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien Lien, upon any of the properties or assets of the Company or any Company Subsidiary under, Group under any of the terms, conditions or provisions of (i) the Articles Charter Documents of Incorporation or By-laws any member of the Company or any Company SubsidiaryGroup, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or authority of any thereof ("Governmental Authority") Authority applicable to any Stockholder, the Company, any Company Subsidiary, or the business, properties or assets member of the Company Group or any Company Subsidiaryof their respective properties or assets, or (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind Material Contract (as defined in Section 5.21) to which the Company, any Company Subsidiary or any member of the Stockholders Company Group is now a party or by which any of the Stockholders, the Company, any Company Subsidiary such entity or any of the its respective properties or assets of the Company or any Company Subsidiary may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination or acceleration, or creation of Liens, under the terms, conditions or provisions of the items described in clauses . (ic) through (iv) of the preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses (iii) and (iv) above, to obtaining (prior to the Closing) consents required from, or giving notices required to be provided to, commercial lenders, lessors or other third parties, all of which required consents and notices are listed on Schedule 4.4.2. -------------- 4.4.3 Except for (i) the filing in connection with the IPO of a registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") any filings or approvals required pursuant to the Securities Act of 1933, as amended (the "1933 HSR Act"), (ii) the declaration of the effectiveness thereof by the SEC and, if required, filings with various state blue sky authorities and (iii) any notices of change-in-control required with respect to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.3, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders such Stockholder or the consummation by the Company and the Stockholders such Stockholder of the transactions contemplated herebyTransaction.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the (a) The Company has full right, capacity, corporate power and authority to enter into this Agreement and, subject to the Company Stockholder's Approval (as defined in Section 8.2(a)) and the Company Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company and by the StockholdersCompany, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or or, except for the Company Stockholder's Approval, the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and the StockholdersCompany, and, assuming the due authorization, execution and delivery hereof by CompassParent and Subsidiary, constitutes a valid and legally binding agreement of the Company and the StockholdersCompany, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 (b) The execution and delivery of this Agreement by each of the Company and the Stockholders do does not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company Subsidiary under, of its subsidiaries under any of the terms, conditions or provisions of (i) the Articles of Incorporation respective charters or Byby-laws of the Company or any Company Subsidiaryof its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or governmental authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the business, properties or assets of the Company or any Company Subsidiaryof its subsidiaries or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any Company Subsidiary or any of the Stockholders its subsidiaries is now a party or by which any of the Stockholders, the Company, any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary of its subsidiaries or any of their respective properties or assets may be bound or affectedbound. The consummation by the Company and the Stockholders of the transactions contemplated hereby by this Agreement will not result in a any violation, conflict, breach, right of termination or accelerationtermination, acceleration or creation of Liens, liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iviii) of the preceding sentence, subject, subject (x) in the case of the terms, conditions or provisions of the items described in clauses clause (iii) and (ivii) above, to obtaining (prior to the ClosingEffective Time) the Company Required Statutory Approvals and the Company Stockholder's Approval, and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from, or giving notices required to be provided to, commercial from lenders, lessors or other third parties. Excluded from the foregoing sentences of this paragraph (b), all insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of which required consents and notices the first sentence of this paragraph (b), are listed on Schedule 4.4.2. --------------such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Company Material Adverse Effect. 4.4.3 (c) Except for (i) the filing making of the Merger Filing with the Secretary of State of the State of Delaware in connection with the IPO of a registration statement on Form S-1 Merger (the "Registration Statement") with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended (the "1933 ActCompany Required Statutory Approvals"), (ii) the declaration of the effectiveness thereof by the SEC and, if required, filings with various state blue sky authorities and (iii) any notices of change-in-control required with respect to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.3, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders or the consummation by the Company and the Stockholders of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Company Material Adverse Effect.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the 4.3.1 The Company has full right, capacity, power and authority to enter into this Agreement and, subject to the approval of the Merger and the transactions contemplated hereby by the Company's stockholders, to consummate the transactions contemplated hereby. This The execution, delivery and performance of this Agreement has been approved by the Board of Directors of the Company and have been duly authorized by the Stockholders, and no other all necessary corporate proceedings action on the part of the Company are necessary Company, subject to authorize the execution approval of the Merger and delivery of this Agreement or the consummation by the Company of the transactions contemplated herebyhereby by the Company's stockholders. This Agreement has been duly executed and delivered by the Company and the StockholdersCompany, and, assuming the due authorization, execution and delivery hereof by CompassCenterprise, constitutes a valid and legally binding agreement of the Company and the StockholdersCompany, enforceable against the Company and the Stockholders it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 4.3.2 The execution and delivery of this Agreement by each of the Company and the Stockholders do does not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien claim, lien, privilege, mortgage, charge, hypothecation, assessment, security interest, pledge or other encumbrance, conditional sales contract, equity charge, restriction, or adverse claim of interest of any kind or nature whatsoever (each a "Lien" and collectively, the "Liens"), upon any of the properties or assets of the Company or any Company Subsidiary under, any of the terms, conditions or provisions of (i) the Articles of Incorporation or By-laws Organizational Documents of the Company or any Company Subsidiary, (ii) following completion of the Conversion, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or authority of any thereof ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, or the businessBusiness, properties or assets of the 8 Company or any Company Subsidiary, except for those items discussed in (ii) above relating to regulating, licensing or permitting the practice of public accountancy, or (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which any of the Company, Company or any Company Subsidiary or any of the Stockholders is a party or by which any of the Stockholders, the Company, any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination termination, creation or acceleration, or creation acceleration of Liens, Liens under the terms, conditions or provisions of the items described in clauses (i) through (iviii) of the immediately preceding sentence, subject, subject in the case of the terms, conditions or provisions of the items described in clauses clause (iii) and (iv) above, to obtaining (prior to the ClosingClosing Date) such consents required from, or giving notices required to be provided to, commercial lenders, lessors or other from third parties, all of which required consents and notices are listed parties set forth on Schedule 4.4.2. --------------4.3.2 and except for those items described in (ii) and (iii) above relating to regulating, licensing or permitting the practice of public accountancy and any filing which may be required under the HSR Act. 4.4.3 4.3.3 Except for (i) the filing in connection with the IPO declaration of effectiveness of a registration statement on Form S-1 (the "Form S-1") and a post-effective amendment to the registration statement on Form S-4 (the "Form S-4") (Form S-1 and Form S-4 are collectively the "Registration StatementStatements") with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the "Securities Act"or the "1933 Act"), (ii) the declaration of the effectiveness thereof by the SEC andand filings, if required, filings with various state securities or "blue sky authorities sky" authorities, (ii) any filing which may be required under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvement Act of 1976, as amended (the "HSR Act"), and (iii) any notices filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of change-in-control required with respect to any Licenses (hereinafter defined), all of which notices are listed on Schedule 4.4.3public accountancy, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders or the consummation by the Company and the Stockholders of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually or in the aggregate, have a "Company Material Adverse Effect" which, for purposes of this Agreement means a material adverse effect on the operations, assets, condition (financial or other), operating results, employee or client relations, or prospects of the Company or any Company Subsidiary.

Authority; Non-Contravention; Approvals. 4.4.1 Each of the Stockholders and the 4.3.1 The Company has full right, capacity, power and authority to enter into this Agreement and, subject to the approval of the Merger and the transactions contemplated hereby by the Company's stockholders, to consummate the transactions contemplated hereby. This The execution, delivery and performance of this Agreement by the Company has been approved duly authorized by the Board of Directors of the Company and by the Stockholders, and no other all necessary corporate proceedings action on the part of the Company are necessary Company, subject to authorize the execution approval of the Merger and delivery of this Agreement or the consummation by the Company of the transactions contemplated herebyhereby by the Company's stockholders. This Agreement has been duly executed and delivered by the Company and the StockholdersCompany, and, assuming the due authorization, execution and delivery hereof by CompassCenterprise, constitutes a valid and legally binding agreement of the Company and the StockholdersCompany, enforceable against the Company and the Stockholders in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. 4.4.2 4.3.2 The execution and delivery of this Agreement by each of the Company and the Stockholders do does not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien claim, lien, privilege, mortgage, charge, hypothecation, assessment, security interest, pledge or other encumbrance, conditional sales contract, equity charge, restriction, or adverse claim of interest of any kind or nature whatsoever (each a "Lien" and collectively, the "Liens"), upon the Business or any of the properties or assets of the Company or any Company Subsidiary under, any of the terms, conditions or provisions of (i) the Articles of Incorporation or By-laws Organizational Documents of the Company or any Company Subsidiary, (ii) any statute, law, ordinance, rule, regulation, state or federal regulatory agency bulletin, state attorney general opinion, judgment, decree, order, injunction, writ, permit or license of any court or federal, state, provincial, local or foreign government, or any subdivision, agency or authority of any thereof thereof, including any state's department of insurance ("Governmental Authority") applicable to any Stockholder, the Company, any Company Subsidiary, the Business, or the business, properties or assets of the Company or any Company Subsidiary, or (iii) any note, bond, mortgage, indenture or indenture, deed of trust, or (iv) any material license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, or any Company Subsidiary or any of the Stockholders is a party or by which any of the Stockholders, the Company, any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be bound or affected. The consummation by the Company and the Stockholders of the transactions contemplated hereby will not result in a violation, conflict, breach, right of termination termination, creation or acceleration, or creation acceleration of Liens, Liens under the terms, conditions or provisions of the items described in clauses (i) through (iviii) of the immediately preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clauses (ii) or (iii) and (iv) above, to obtaining (prior to the ClosingClosing Date) such consents required from, or giving notices required to be provided to, commercial lenders, lessors or other from third parties, all of which required consents and notices are listed parties set forth on Schedule 4.4.2. --------------4.3.2. 4.4.3 4.3.3 Except for (i) the filing in connection with the IPO declaration of effectiveness of a registration statement on Form S-1 (the "Form S-1") and a post-effective amendment to the registration statement on Form S-4 (the "Form S-4") (Form S-1 and Form S-4 are collectively the "Registration StatementStatements") with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the "Securities Act"or the "1933 Act"), (ii) the declaration of the effectiveness thereof by the SEC andand filings, if required, filings with various state securities or "blue sky authorities sky" authorities, and (iiiii) any notices filing which may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of change-in-control required with respect to any Licenses 1976, as amended (hereinafter definedthe "HSR Act"), all of which notices are listed on Schedule 4.4.3, no declaration, filing or -------------- registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company and the Stockholders or the consummation by the Company and the Stockholders of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually or in the aggregate, have a "Company Material Adverse Effect," which, for purposes of this Agreement means a material adverse effect on the operations, assets, condition (financial or other), operating results, employee or client relations, or prospects of the Company and the Company Subsidiaries, taken as a whole.