Common use of Authority; Non-Contravention Clause in Contracts

Authority; Non-Contravention. (a) This Agreement has been duly executed and delivered by such Initial Selling Stockholder. This Agreement is a valid and legally binding obligation, enforceable against such Initial Selling Stockholder in accordance with its terms (assuming the due execution and delivery of this Agreement by the other parties hereto), except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and (ii) the effect of rules of law governing the availability of equitable remedies. (b) The execution, delivery and performance by such Initial Selling Stockholder of this Agreement does not, and the consummation of the Transactions will not, (i) result in the creation of any lien on any of the material assets of the Company or any shares of Company Capital Stock, (ii) require notice to, or the consent of any person under, any Contract or Order to which such Initial Selling Stockholder is a party or by which such Initial Selling Stockholder is, or any of his or its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the Stock Purchase or otherwise prevent or delay such Initial Selling Stockholder from performing his or its obligations under this Agreement or (iii) conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person pursuant to, or result in the creation of any lien upon such Initial Selling Stockholder’s shares of Company Capital Stock. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to such Initial Selling Stockholder in connection with the execution and delivery of this Agreement or the consummation of the Transactions that would reasonably be expected to adversely affect the ability of such Initial Selling Stockholder to consummate the Stock Purchase or any of the other Transactions.

Authority; Non-Contravention. (a) This The Company has all requisite corporate power and authority to enter into this Agreement and the other Company Transaction Documents and to consummate the Transactions. The execution and delivery of this Agreement and the other Company Transaction Documents and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of the Company. Each Transaction Document has been duly executed and delivered by such Initial Selling Stockholder. This Agreement is a valid and legally binding obligationthe Company and, enforceable against such Initial Selling Stockholder in accordance with its terms (assuming the due execution and delivery of this Agreement such Transaction Document by the other parties hereto), except as may be limited by constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms subject only to the effect, if any, of (i) applicable bankruptcy, insolvency, reorganization or bankruptcy and other laws of general application relating to or similar Applicable Law affecting the enforcement rights of creditors’ rights creditors generally and (ii) the effect of rules of law governing the availability of specific performance, injunctive relief and other equitable remedies. The Company Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has approved this Agreement and the Transactions in accordance with Applicable Law. (b) The executionExcept as set forth in Schedule 2.3(b) of the Company Disclosure Letter, the execution and delivery and performance by such Initial Selling Stockholder of this Agreement Agreement, and each of the other Company Transaction Documents, by the Company does not, and the consummation of the Transactions will not, (i) result in the creation of any lien Encumbrance on any of the material assets of the Company or any shares of the Company Capital Stock, Shares or (ii) require notice to, or the consent of any person under, any Contract or Order to which such Initial Selling Stockholder is a party or by which such Initial Selling Stockholder is, or any of his or its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the Stock Purchase or otherwise prevent or delay such Initial Selling Stockholder from performing his or its obligations under this Agreement or (iii) conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person pursuant to, (A) any provision of the Company Articles, the Company Bylaws or result other equivalent organizational or governing documents of the Company, in each case as amended to date, (B) any Contract of the creation Company or any Contract applicable to any of its material assets or (C) any lien upon such Initial Selling Stockholder’s shares of Company Capital StockApplicable Law. (c) No Except as set forth in Schedule 2.3(b) of the Company Disclosure Letter, no consent, approval, order Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other Person is required by or with respect to such Initial Selling Stockholder the Company in connection with the execution and delivery of this Agreement or any other Company Transaction Document or the consummation of the Transactions that Transactions, except for such consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or made, would not adversely affect, and would not reasonably be expected to adversely affect affect, the Company’s ability to perform or comply with the covenants, agreements or obligations of such Initial Selling Stockholder the Company herein or in any other Company Transaction Document or to consummate the Stock Purchase Transactions in accordance with this Agreement or any of the other TransactionsCompany Transaction Document and Applicable Law.

Authority; Non-Contravention. (a) This The Company has all requisite corporate power and authority to enter into this Agreement and the other Company Transaction Documents and to consummate the Transactions. The execution and delivery of this Agreement and the other Company Transaction Documents and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of the Company. Each Transaction Document has been duly executed and delivered by such Initial Selling Stockholder. This Agreement is a valid and legally binding obligationthe Company and, enforceable against such Initial Selling Stockholder in accordance with its terms (assuming the due execution and delivery of this Agreement such Transaction Document by the other parties hereto), except as may be limited by constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms subject only to the effect, if any, of (i) applicable bankruptcy, insolvency, reorganization or bankruptcy and other laws of general application relating to or similar Applicable Law affecting the enforcement rights of creditors’ rights creditors generally and (ii) the effect of rules of law governing the availability of specific performance, injunctive relief and other equitable remedies. (b) The execution, execution and delivery and performance by such Initial Selling Stockholder of this Agreement and the other Company Transaction Documents, by the Company does not, and the consummation of the Transactions will not, (i) result in the creation of any lien Encumbrance on any of the material assets of the Company or any of the shares of Company Capital Stock, Common Stock or (ii) require notice to, or the consent of any person under, any Contract or Order to which such Initial Selling Stockholder is a party or by which such Initial Selling Stockholder is, or any of his or its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the Stock Purchase or otherwise prevent or delay such Initial Selling Stockholder from performing his or its obligations under this Agreement or (iii) conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person pursuant to, (A) any provision of the Organizational Documents or result other equivalent organizational or governing documents of the Company, in each case as amended to date, (B) any Contract of the creation Company or any Contract applicable to any of its material assets or (C) any lien upon such Initial Selling Stockholder’s shares of Company Capital StockApplicable Law. (c) No consent, approval, order Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other Person is required by or with respect to such Initial Selling Stockholder the Company in connection with the execution and delivery of this Agreement or any other Company Transaction Document or the consummation of the Transactions that Transactions, except for such other consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or made, would not adversely affect, and would not reasonably be expected to adversely affect affect, the Company’s ability to perform or comply with the covenants, agreements or obligations of such Initial Selling Stockholder the Company herein or in any other Company Transaction Document or to consummate the Stock Purchase Transactions in accordance with this Agreement or any other Company Transaction Document and Applicable Law. (d) The Company and the Company Shareholders have taken all actions such that the restrictive provisions of any “control share acquisition,” “interested shareholder” or other similar statute or regulation in the organizational or governing documents of the other TransactionsCompany will not be applicable to any of Acquirer, the Company or the Company, or to the execution, delivery, or performance of this Agreement.

Authority; Non-Contravention. (a) The Company has the requisite corporate power and authority to execute and deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to consummate the Merger and Other Transactions. Subject to the receipt of the Company Stockholder Approval, the execution and delivery of this Agreement and the Transaction Documents and the consummation of the Merger and Other Transactions have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has and the other Transaction Documents to which the Company is a party have been duly executed and delivered by such Initial Selling Stockholder. This Agreement is a the Company and constitute the legal, valid and legally binding obligationobligations of the Company, enforceable against such Initial Selling Stockholder the Company in accordance with its terms (assuming the due execution and delivery of this Agreement by the other parties hereto)their respective terms, except as to the extent that enforceability may be limited by (i) the effect, if any, of any applicable bankruptcy, reorganization, insolvency, reorganization moratorium or other laws of general application relating to or Laws affecting the enforcement of creditors’ rights generally and (ii) the effect or any general principles of rules of law governing the availability of equitable remediesequity. (b) The execution, delivery and performance by such Initial Selling Stockholder the Company of this Agreement does not, and the other Transaction Documents to which the Company is a party and the consummation of the Merger and Other Transactions will not, do not (i) result in the creation constitute a breach, violation or infringement of any lien on any of the material assets Company’s governing documents, including the Company Certificate of Incorporation and the Company Bylaws, (ii) constitute a breach or violation of or a default under (with or without due notice or lapse of time or both) any Law, Order or other restriction of any Governmental Entity to which the Company or any shares of Company Capital Stockits assets are subject, (iiiii) require notice toexcept to the extent that would not reasonably be expected to have a material impact on the Company, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or the consent of require any person notice under, any Contract or Order Company Authorization to which such Initial Selling Stockholder the Company is a party or by which such Initial Selling Stockholder is, it is bound or by which any of his the Company’s assets or its assets arebusinesses are bound or affected, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the Stock Purchase or otherwise prevent or delay such Initial Selling Stockholder from performing his or its obligations under this Agreement or (iiiiv) conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person pursuant to, or result in the creation or imposition of any lien Lien upon such Initial Selling Stockholderany of the Company’s shares of assets or (v) require any Company Capital Stock. (c) No consentAuthorization, approval, order license, certificate, consent, waiver, authorization, novation or authorization ofnotice of or to any Person, or registration, declaration or filing with, including any Governmental Entity or any other Person is required by or with respect party to such Initial Selling Stockholder in connection any Contract, except for the filing of the Certificate of Merger with the execution Secretary of State of Delaware and delivery of this Agreement or any filings required under the consummation of the Transactions that would reasonably be expected to adversely affect the ability of such Initial Selling Stockholder to consummate the Stock Purchase or any of the other TransactionsHSR Act.

Authority; Non-Contravention. (a) The Board of Directors of the Company has approved this Agreement and determined that the Merger is fair and in the best interests of the Company and its shareholders, and the Company has all requisite corporate power and authority to enter into this Agreement and, subject to approval of the Merger by the shareholders of the Company, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject to such approval of the Merger by the shareholders of the Company. This Agreement has been duly executed and delivered by such Initial Selling Stockholder. This Agreement is a valid the Company and legally binding obligation, enforceable against such Initial Selling Stockholder in accordance with its terms (assuming the due valid authorization, execution and delivery of this Agreement by the other parties heretoPurchaser) constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms. Other than as set forth on Schedule 3.3(a), except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally execution and (ii) the effect of rules of law governing the availability of equitable remedies. (b) The execution, delivery and performance by such Initial Selling Stockholder of this Agreement does do not, and the consummation of the Transactions transactions contemplated hereby and compliance with the provisions hereof will not, (i) result in the creation of any lien on any of the material assets of the Company or any shares of Company Capital Stock, (ii) require notice to, or the consent of any person under, any Contract or Order to which such Initial Selling Stockholder is a party or by which such Initial Selling Stockholder is, or any of his or its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the Stock Purchase or otherwise prevent or delay such Initial Selling Stockholder from performing his or its obligations under this Agreement or (iii) conflict with, or result in any violation of of, or default under (with or without notice or lapse of time, or both)) under, or give rise to a right of termination, cancellation or acceleration of any obligation obligation, contractually require any offer to purchase or any prepayment of any debt, contractually require the payment of (or result in the vesting of) any severance, golden parachute, change of control or similar type of payment, or give rise to the loss of any a material benefit under, or require any consent, approval or waiver from any Person pursuant to, or result in the creation of any lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any provision of: (i) the Certificate of Incorporation or Bylaws of the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, concession, franchise or license (any of the foregoing, an "Instrument") applicable to the Company (other than Instruments involving aggregate payments by or to the Company of $100,000 or less), or (iii) subject to the governmental filings and other matters referred to in Section 3.3(b) and approval of this Agreement by the Company's shareholders, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to, or Company Permit (as defined in Section 3.7) of or relating to, the Company or any of its properties or assets, other than, in the case of clauses (ii) or (iii), any such Initial Selling Stockholder’s shares conflicts, violations, defaults, rights, offers, prepayments, payments, losses or liens, that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company Capital Stockto perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. Schedule 3.3(b) lists the amounts payable or that will or may become payable to directors, officers or employees or former directors, officers or employees of the Company as a result of the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby. Copies of all contracts, agreements, instruments or other documents referred to in Schedule 3.3(a) and (b) have been furnished to the Purchaser. (cb) No consentfiling or registration with, approvalor authorization, order consent or authorization approval of, any domestic (federal and state), foreign or registrationsupranational court, declaration commission, governmental body, regulatory or filing withadministrative agency, any authority or tribunal (a "Governmental Entity or any other Person Entity") is required by or with respect to such Initial Selling Stockholder the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions that transactions contemplated hereby, except for (i) in connection or in compliance with the provisions of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the "Exchange Act"), (ii) the filing of the Certificate of Merger with the Department of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or "blue sky" laws or state takeover laws, and (iv) such other consents, orders, authorizations, registrations, approvals, declarations and filings the failure of which to be obtained or made would reasonably be expected to adversely affect not, individually or in the aggregate, have a Material Adverse Effect on the Company, materially impair the ability of such Initial Selling Stockholder the Company to consummate perform its obligations hereunder or prevent the Stock Purchase or consummation of any of the other Transactionstransactions contemplated hereby.

Authority; Non-Contravention. (a) This CEI has all requisite corporate ---------------------------- power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate action. CEI has been duly executed and delivered by such Initial Selling Stockholder. This this Agreement and this Agreement is a its legal, valid and legally binding obligation, enforceable against such Initial Selling Stockholder in accordance with its terms (assuming terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws generally applicable to creditors' rights and remedies and to the due exercise of judicial discretion in accordance with general principles of equity. The execution and delivery of this Agreement by the other parties hereto), except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and (ii) the effect of rules of law governing the availability of equitable remedies. (b) The execution, delivery and performance by such Initial Selling Stockholder of this Agreement CEI does not, and the performance of its obligations and the consummation of the Transactions transactions contemplated hereunder will not, (i) result in the creation of any lien on any of the material assets of the Company or any shares of Company Capital Stockviolate, (ii) require notice to, or the consent of any person under, any Contract or Order to which such Initial Selling Stockholder is a party or by which such Initial Selling Stockholder is, or any of his or its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the Stock Purchase or otherwise prevent or delay such Initial Selling Stockholder from performing his or its obligations under this Agreement or (iii) conflict with, or result in any violation of or default under (with or without the giving of notice or the lapse of timetime or both) in the breach or termination of, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit default under, or require any consent, approval or waiver from any Person pursuant to, or result in the creation of any lien upon such Initial Selling Stockholder’s shares material lien, security interest, charge or encumbrance under, any provision of Company Capital Stock. (ci) the Certificate of Incorporation or By-Laws of CEI or of any law, rule or regulation of any governmental body or any order, judgment or decree applicable to it or to any of its assets, or (ii) any material loan or credit agreement, note, bond, lease, license, franchise, mortgage, indenture or other agreement, obligation or instrument to which it is a party or by which it may be bound or under which it enjoys any rights or privileges. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity court, administrative agency or any commission or other Person governmental authority or agency, domestic or foreign, is required by or with respect to such Initial Selling Stockholder CEI in connection with the execution and delivery of this Agreement or the consummation of the Transactions that would reasonably be expected transactions contemplated hereunder, except for such approvals, filings and the like as are referred to adversely affect the ability of such Initial Selling Stockholder to consummate the Stock Purchase or any of the other Transactionsin Article VIII.

Authority; Non-Contravention. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, subject only to the approval and adoption of this Agreement and the approval of the Merger by the Company's stockholders and the filing of the Certificate of Merger pursuant to Delaware Law. A vote of the holders of a majority of the outstanding shares of the Company Common Stock is sufficient for the Company's stockholders to approve and adopt this Agreement and approve the Merger. This Agreement has been duly executed and delivered by such Initial Selling Stockholder. This Agreement is the Company and, assuming due execution and delivery by Parent and Merger Sub, constitutes a valid and legally binding obligationobligations of the Company, enforceable against such Initial Selling Stockholder the Company in accordance with its terms (assuming the due terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. The execution and delivery of this Agreement by the other parties hereto), except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and (ii) the effect of rules of law governing the availability of equitable remedies. (b) The execution, delivery and performance by such Initial Selling Stockholder of this Agreement Company does not, and the consummation performance of this Agreement by the Transactions Company will not, (i) result in conflict with or violate the creation Company Charter Documents, (ii) subject to obtaining the approval and adoption of any lien on any this Agreement and the approval of the material assets of Merger by the Company's stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.4(b) below, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any shares of Company Capital Stock, (ii) require notice to, or the consent of any person under, any Contract or Order to which such Initial Selling Stockholder is a party its subsidiaries or by which such Initial Selling Stockholder is, the Company or any of his its subsidiaries or its assets are, any of their respective properties is bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the Stock Purchase or otherwise prevent or delay such Initial Selling Stockholder from performing his or its obligations under this Agreement or (iii) conflict with, or result in any violation material breach of or constitute a material default under (or an event that with or without notice or lapse of timetime or both would become a material default) under, or both)7 12 impair the Company's rights or alter the rights or obligations of any third party under, or give rise to a right others any rights of termination, amendment, acceleration or cancellation or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person pursuant toof, or result in the creation of a material lien or Encumbrance on any lien upon such Initial Selling Stockholder’s shares of the material properties or assets of the Company Capital Stockor any of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective assets are bound. Part 2.4(a) of the Company Schedules lists all consents, waivers and approvals under any of the Company's or any of its subsidiaries' agreements, contracts, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a material loss of benefits to the Company, Parent or the Surviving Corporation as a result of the Merger. (cb) No consent, approval, order or authorization of, or registration, declaration or filing withwith any court, any Governmental Entity administrative agency or any commission or other Person governmental authority or instrumentality, foreign or domestic ("GOVERNMENTAL ENTITY"), is required to be obtained or made by or with respect to such Initial Selling Stockholder the Company in connection with the execution and delivery of this Agreement or the consummation of the Transactions that Merger, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) approval of the Prospectus/Proxy Statement (as defined in Section 2.19) and the Registration Statement (as defined in Section 2.19) by the Securities and Exchange Commission ("SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR ACT"), and the securities or antitrust laws of any foreign country, and (iv) to the knowledge of the Company, such other consents, authorizations, filings, approvals and registrations which if not obtained or made would reasonably not be expected material to adversely affect the Company or Parent or have a material adverse effect on the ability of such Initial Selling Stockholder the parties hereto to consummate the Stock Purchase or any of the other TransactionsMerger.

Authority; Non-Contravention. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, subject only to the approval and adoption of this Agreement and the approval of the Merger by the Company's stockholders and the filing of the Certificate of Merger pursuant to Delaware Law. A vote of the holders of a majority of the outstanding shares of the Company Common Stock is sufficient for the Company's stockholders to approve and adopt this Agreement and approve the Merger. This Agreement has been duly executed and delivered by such Initial Selling Stockholder. This Agreement is the Company and, assuming due execution and delivery by Parent and Merger Sub, constitutes a valid and legally binding obligationobligations of the Company, enforceable against such Initial Selling Stockholder the Company in accordance with its terms (assuming the due terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. The execution and delivery of this Agreement by the other parties hereto), except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and (ii) the effect of rules of law governing the availability of equitable remedies. (b) The execution, delivery and performance by such Initial Selling Stockholder of this Agreement Company does not, and the consummation performance of this Agreement by the Transactions Company will not, (i) result in conflict with or violate the creation Company Charter Documents, (ii) subject to obtaining the approval and adoption of any lien on any this Agreement and the approval of the material assets of Merger by the Company's stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.4(b) below, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any shares of Company Capital Stock, (ii) require notice to, or the consent of any person under, any Contract or Order to which such Initial Selling Stockholder is a party its subsidiaries or by which such Initial Selling Stockholder is, the Company or any of his its subsidiaries or its assets are, any of their respective properties is bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the Stock Purchase or otherwise prevent or delay such Initial Selling Stockholder from performing his or its obligations under this Agreement or (iii) conflict with, or result in any violation material breach of or constitute a material default under (or an event that with or without notice or lapse of timetime or both would become a material default) under, or both)impair the Company's rights or alter the rights or obligations of any third party under, or give rise to a right others any rights of termination, amendment, acceleration or cancellation or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person pursuant toof, or result in the creation of a material lien or Encumbrance on any lien upon such Initial Selling Stockholder’s shares of the material properties or assets of the Company Capital Stock. (c) No consentor any of its subsidiaries pursuant to, approvalany material note, order or authorization ofbond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or registration, declaration other instrument or filing with, any Governmental Entity obligation to which the Company or any other Person of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective assets are bound. Part 2.4(a) of the Company Schedules lists all consents, waivers and approvals under any of the Company's or any of its subsidiaries' agreements, contracts, licenses or leases required by or with respect to such Initial Selling Stockholder be obtained in connection with the execution and delivery of this Agreement or the consummation of the Transactions that transactions contemplated hereby, which, if individually or in the aggregate not obtained, would reasonably be expected result in a material loss of benefits to adversely affect the ability of such Initial Selling Stockholder to consummate Company, Parent or the Stock Purchase or any Surviving Corporation as a result of the other TransactionsMerger.

Authority; Non-Contravention. (a) This Agreement Company has been duly executed the full right, power and delivered by such Initial Selling Stockholder. This Agreement is a valid authority to enter into, execute, deliver and legally binding obligationperform its obligations under this Agreement, enforceable against such Initial Selling Stockholder in accordance with its terms (assuming and the due execution and delivery of this Agreement by the other parties hereto), except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and (ii) the effect of rules of law governing the availability of equitable remedies. (b) The execution, delivery and performance by such Initial Selling Stockholder of this Agreement does not, and the consummation of the Transactions will nottransactions contemplated hereby by Company have been duly authorized by all necessary corporate action, (i) result in including all necessary board of directors approval and stockholder approval. Each Principal Stakeholder has the creation full right, power and authority and capacity to enter into, execute, deliver and perform all of any lien on any of the material assets of the Company or any shares of Company Capital Stock, (ii) require notice to, or the consent of any person under, any Contract or Order to which such Initial Selling Stockholder is a party or by which such Initial Selling Stockholder is, or any of his or its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the Stock Purchase or otherwise prevent or delay such Initial Selling Stockholder from performing his or its obligations under this Agreement and under each other agreement, document or instrument referred to in or contemplated by this Agreement to which such Principal Stakeholder is or is to become a party. This Agreement has been duly and validly executed by the Company and each Principal Stakeholder and, assuming due authorization, execution and delivery by GSI and Newco, constitutes the legal, valid and binding agreement of Company and each Principal Stakeholder and is enforceable against each of them in accordance with its terms. (iiib) conflict withExcept as set forth on Schedule 4.2, neither the execution, delivery and performance of this Agreement nor the consummation or result in performance of any violation of the transactions contemplated hereby by Company and/or any of the Principal Stakeholders will directly or default under indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of (a) any of the provisions of the articles or certificate of incorporation, bylaws or other organizational documents of any of the Acquired Companies or any of the Principal Stakeholders that is an Entity, or both)(b) any resolution adopted by the stockholders, board of directors or any committees thereof of any of the Acquired Companies or any of the Principal Stakeholders that is an Entity; (ii) contravene, conflict with or result in a violation of any Law or any Judgment to which any of the Acquired Companies or any Principal Stakeholder, or any of the Assets owned, held or used by any of the Acquired Companies, is subject; (iii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give rise any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Permit that is held by any of the Acquired Companies; (iv) contravene, conflict with or result in a right of termination, cancellation violation or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person pursuant tobreach of, or result in a default under, any provision of, or give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify, any Specified Contract (as defined in Section 4.15) or Contract to which any Principal Stakeholder or any of the Acquired Companies is a party or by which any Principal Stakeholder or any of the Acquired Companies is bound or to which any Assets of any Acquired Company are subject; (v) result in the imposition or creation of any lien Encumbrance upon or with respect to any Asset owned or used by any of the Acquired Companies; or (vi) cause, or allow any Person to exercise a right to cause, the disclosure or delivery to any escrow holder or other Person of the source code for or relating to any past, present or future product of any of the Acquired Companies, or any portion or aspect of such Initial Selling Stockholder’s shares of Company Capital Stocksource code, or any proprietary information or algorithm contained in or relating to any such source code. (c) No consentExcept as set forth on Schedule 4.2, approvalneither any Acquired Company nor any Principal Stakeholder was, order is or authorization ofwill be required to make any filing with or give any notice to, or registration, declaration or filing withto obtain any Consent from, any Governmental Entity or any other Person is required by or with respect to such Initial Selling Stockholder in connection with the execution and delivery of this Agreement or the consummation or performance of the Transactions that would reasonably be expected to adversely affect the ability of such Initial Selling Stockholder to consummate the Stock Purchase or any of the other Transactionstransactions contemplated hereby.

Authority; Non-Contravention. (ai) Company has all requisite corporate power and corporate authority to enter into this Agreement and, subject to Court and Shareholder Approval, to consummate the Transactions and to perform its obligations under this Agreement. On December 11, 2013, the board of directors of Company unanimously approved this Agreement and the Transactions and resolved to recommend to Shareholders that Shareholders give Shareholder Approval. The execution and delivery of this Agreement by Company and the consummation by Company of the Transactions have been duly authorized by all necessary corporate action on the part of Company, subject to Shareholder Approval. No other corporate proceedings on the part of Company or any of its Subsidiaries are necessary to authorize Company to enter into this Agreement, the performance by Company of its obligations under this Agreement and, subject to Shareholder Approval, the Transactions. This Agreement has been duly executed and delivered by such Initial Selling Stockholder. This Agreement is Company and constitutes a valid and legally binding obligationobligation of Company, enforceable by Parent against such Initial Selling Stockholder Company in accordance with its terms (assuming terms, subject to the due execution availability of equitable remedies and delivery of this Agreement by the other parties hereto), except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ ' rights generally generally. Except with respect to the Consents and Approvals (iias defined herein) or any required Novation Agreement or FAR 42.12 Other Agreement, the effect of rules of law governing the availability of equitable remedies. (b) The execution, execution and delivery and performance by such Initial Selling Stockholder of this Agreement does not, and the consummation of the Transactions and compliance with the provisions of this Agreement will not, (i) result in the creation of any lien on any of the material assets of the Company or any shares of Company Capital Stock, (ii) require notice to, or the consent of any person under, any Contract or Order to which such Initial Selling Stockholder is a party or by which such Initial Selling Stockholder is, or any of his or its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the Stock Purchase or otherwise prevent or delay such Initial Selling Stockholder from performing his or its obligations under this Agreement or (iii) conflict with, or result in any violation of of, or default under (with or without notice or lapse of time, or both)) under, or give rise to a right of first refusal, consent, termination, buyback, purchase, cancellation or acceleration of any obligation or to loss of any benefit property, rights or benefits under, or require result in the imposition of any consent, approval or waiver from any Person pursuant toadditional obligation under, or result in the creation of any lien Lien upon such Initial Selling Stockholder’s shares any of the properties or assets of Company Capital Stock. or any of its Subsidiaries under (cx) No the articles of incorporation or by-laws of Company or the comparable organization documents of any of its Subsidiaries; (y) any material Contract or Permit to which Company or any of its Subsidiaries is a party or by which any of them or their respective properties or assets is bound or affected, or (z) any Law applicable to Company or any of its Subsidiaries or their respective properties or assets, except with respect to (z) only, as would not have a material effect on the Business. Other than any required Novation Agreement or Other FAR 42.12 Agreement, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person Agency, is required by or with respect to such Initial Selling Stockholder Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Company or the consummation by Company of the Transactions Transactions, except for (A) the filing with the applicable securities regulatory Agencies of the Company Circular and any other documents required to be filed or publicly disclosed in connection with the Transactions, (B) the Interim Order and the Final Order and any approvals required thereby, (C) filings with the Director under the OBCA, (D) the Regulatory Approvals and (E) such other consents, approvals, orders, authorizations, registrations, declarations and filings as are set forth in Section (d)(i) of the Company Disclosure Statement (collectively, the items in clauses (A), (B), (C), (D) and (E) are referred to as the "Consents and Approvals"). (ii) Except as set forth in Section (d)(ii) of the Company Disclosure Statement, none of Company or any of its Subsidiaries is a party to or bound by any non-competition Contract or other Contract, in each case, that would purports to limit in any material respect either the type of business in which Company or any of its Subsidiaries (or, after giving effect to the Transactions, Parent or its Subsidiaries) may engage, including the development, commercialization, manufacture, marketing, sale or distribution of any Company Product that is material or could reasonably be expected to adversely affect the ability of such Initial Selling Stockholder become material to consummate the Stock Purchase Company or any of its Subsidiaries, or the other Transactionsmanner or locations in which any of them may so engage in any business with respect to the Company Products.

Authority; Non-Contravention. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject only to the approval and adoption of this Agreement and the approval of the Merger by the Company's stockholders and the filing of the Certificate of Merger pursuant to Delaware Law. A vote of the holders of a majority of the outstanding shares of the Company Common Stock is sufficient for the Company's stockholders to approve and adopt this Agreement and approve the Merger. This Agreement has been duly executed and delivered by such Initial Selling Stockholder. This Agreement is a the Company and, assuming due execution and delivery by Parent and Merger Sub, constitutes valid and legally binding obligationobligations of the Company, enforceable against such Initial Selling Stockholder the Company in accordance with its terms (assuming the due terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. The execution and delivery of this Agreement by the other parties hereto), except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and (ii) the effect of rules of law governing the availability of equitable remedies. (b) The execution, delivery and performance by such Initial Selling Stockholder of this Agreement Company does not, and the consummation performance of this Agreement by the Transactions Company will not, (i) result in conflict with or violate the creation Company Charter Documents, (ii) subject to obtaining the approval and adoption of any lien on any this Agreement and the approval of the material assets of Merger by the Company's stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.4(b) below, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any shares of Company Capital Stock, (ii) require notice to, or the consent of any person under, any Contract or Order to which such Initial Selling Stockholder is a party its subsidiaries or by which such Initial Selling Stockholder is, the Company or any of his its subsidiaries or its assets areany of their respective properties is bound or affected, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the Stock Purchase or otherwise prevent or delay such Initial Selling Stockholder from performing his or its obligations under this Agreement or (iii) conflict with, or except as set forth in Part 2.4(a) of the Company Schedules result in any violation material breach of or constitute a material default under (or an event that with or without notice or lapse of timetime or both would become a material default) under, or both)impair the Company's rights or alter the rights or obligations of any third party under, or give rise to a right others any rights of termination, amendment, acceleration or cancellation or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person pursuant toof, or result in the creation of a material lien or Encumbrance on any lien upon such Initial Selling Stockholder’s shares of the material properties or assets of the Company Capital Stockor any of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective assets are bound or affected. Part 2.4(a) of the Company Schedules lists all consents, waivers and approvals under any of the Company's material agreements, contracts, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a material loss of benefits to the Company, Parent or the Surviving Corporation as a result of the Merger. (cb) No Except as set forth in Part 2.4(b) of the Company Schedules, no consent, approval, order or authorization of, or registration, declaration or filing withwith any court, any administrative agency or commission or other governmental authority or instrumentality, foreign or domestic ("Governmental Entity or any other Person Entity"), is required to be obtained or made by or with respect to such Initial Selling Stockholder the Company in connection with the execution and delivery of this Agreement or the consummation of the Transactions that Merger, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the filing of the Prospectus/Proxy Statement (as defined in Section 2.19) with the Securities and Exchange Commission ("SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), xxx xhe securities or antitrust laws of any foreign country, and (iv) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would reasonably not be expected material to adversely affect the Company or Parent or have a material adverse effect on the ability of such Initial Selling Stockholder the parties hereto to consummate the Stock Purchase or any of the other TransactionsMerger.

Authority; Non-Contravention. The Company has all requisite authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been (aor at Closing will have been) duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by such Initial Selling Stockholder. This Agreement is and constitutes a valid and legally binding obligationobligation of MMMM, enforceable against such Initial Selling Stockholder in accordance with its terms (assuming the due terms. The execution and delivery of this Agreement by the other parties hereto), except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and (ii) the effect of rules of law governing the availability of equitable remedies. (b) The execution, delivery and performance by such Initial Selling Stockholder of this Agreement does not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, (i) result in the creation of any lien on any of the material assets of the Company or any shares of Company Capital Stock, (ii) require notice to, or the consent of any person under, any Contract or Order to which such Initial Selling Stockholder is a party or by which such Initial Selling Stockholder is, or any of his or its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the Stock Purchase or otherwise prevent or delay such Initial Selling Stockholder from performing his or its obligations under this Agreement or (iii) conflict with, or result in any breach or violation of of, or default under (with or without notice or lapse of time, or both)) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of any a material benefit under, or require any consent, approval or waiver from any Person pursuant to, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the certificate of incorporation or bylaws of the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such Initial Selling Stockholder’s shares conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a Material Adverse Effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company Capital Stock. (c) to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other Person governmental entity is required by or with respect to such Initial Selling Stockholder the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company, as the case may be, of the Transactions that would reasonably be expected to adversely affect the ability of such Initial Selling Stockholder to consummate the Stock Purchase or any of the other Transactionstransactions contemplated by this Agreement, except the filings of the Certificates of Designation with respect to the Super Voting Preferred Stock and the Series C, Series D and Series E Preferred Stock with the State of Idaho, and the Forms 8-K and 8-K/A filed with the SEC with respect to the transactions contemplated by the Share Exchange Agreements and this Agreement.

Authority; Non-Contravention. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, subject only to the approval and adoption of this Agreement and the approval of the Merger by the Company's stockholders and the filing of the Certificate of Merger pursuant to Delaware Law. A vote of the holders of a majority of the outstanding shares of the Company Common Stock is sufficient for the Company's stockholders to approve and adopt this Agreement and approve the Merger. This Agreement has been duly executed and delivered by such Initial Selling Stockholder. This Agreement is the Company and, assuming due execution and delivery by Parent and Merger Sub, constitutes a valid and legally binding obligationobligations of the Company, enforceable against such Initial Selling Stockholder the Company in accordance with its terms (assuming the due terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. The execution and delivery of this Agreement by the other parties hereto), except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and (ii) the effect of rules of law governing the availability of equitable remedies. (b) The execution, delivery and performance by such Initial Selling Stockholder of this Agreement Company does not, and the consummation performance of this Agreement by the Transactions Company will not, (i) result in conflict with or violate the creation Company Charter Documents, (ii) subject to obtaining the approval and adoption of any lien on any this Agreement and the approval of the material assets of Merger by the Company's stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.4(b) below, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any shares of Company Capital Stock, (ii) require notice to, or the consent of any person under, any Contract or Order to which such Initial Selling Stockholder is a party its subsidiaries or by which such Initial Selling Stockholder is, the Company or any of his its subsidiaries or its assets are, any of their respective properties is bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the Stock Purchase or otherwise prevent or delay such Initial Selling Stockholder from performing his or its obligations under this Agreement or (iii) conflict with, or result in any violation material breach of or constitute a material default under (or an event that with or without notice or lapse of timetime or both would become a material default) under, or both)impair the Company's rights or alter the rights or obligations of any third party under, or give rise to a right others any rights of termination, amendment, acceleration or cancellation or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person pursuant toof, or result in the creation of a material lien or Encumbrance on any lien upon such Initial Selling Stockholder’s shares of the material properties or assets of the Company Capital Stockor any of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective assets are bound. Part 2.4(a) of the Company Schedules lists all consents, waivers and approvals under any of the Company's or any of its subsidiaries' agreements, contracts, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a material loss of benefits to the Company, Parent or the Surviving Corporation as a result of the Merger. (cb) No consent, approval, order or authorization of, or registration, declaration or filing withwith any court, any Governmental Entity administrative agency or any commission or other Person governmental authority or instrumentality, foreign or domestic ("GOVERNMENTAL ENTITY"), is required to be obtained or made by or with respect to such Initial Selling Stockholder the Company in connection with the execution and delivery of this Agreement or the consummation of the Transactions that Merger, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) approval of the Prospectus/Proxy Statement (as defined in Section 2.19) and the Registration Statement (as defined in Section 2.19) by the Securities and Exchange Commission ("SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR ACT"), and the securities or antitrust laws of any foreign country, and (iv) to the knowledge of the Company, such other consents, authorizations, filings, approvals and registrations which if not obtained or made would reasonably not be expected material to adversely affect the Company or Parent or have a material adverse effect on the ability of such Initial Selling Stockholder the parties hereto to consummate the Stock Purchase or any of the other TransactionsMerger.

Authority; Non-Contravention. (a) This The Company has all requisite power and authority to enter into this Agreement has been duly executed and, subject to receipt of the approval of Company Members and delivered Series C Holders, to consummate the transactions contemplated by such Initial Selling Stockholderthis Agreement. This Agreement is a valid and legally binding obligation, enforceable against such Initial Selling Stockholder in accordance with its terms (assuming the due The execution and delivery of this Agreement by the other parties hereto)Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary limited liability company action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute a valid and binding obligation of the Company, enforceable against the Company and Company Members in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization insolvency or other laws of general application relating to or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and (ii) the effect of rules of law governing the availability of equitable remedies. (b) The execution, delivery and performance by such Initial Selling Stockholder of this Agreement does do not, and the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions hereof will not, (i) result in the creation of any lien on any of the material assets of the Company or any shares of Company Capital Stock, (ii) require notice to, or the consent of any person under, any Contract or Order to which such Initial Selling Stockholder is a party or by which such Initial Selling Stockholder is, or any of his or its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the Stock Purchase or otherwise prevent or delay such Initial Selling Stockholder from performing his or its obligations under this Agreement or (iii) conflict with, or result in any breach or violation of of, or default under Default (with or without notice or lapse of time, or both)) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of any a material benefit under, or require any consent, approval or waiver from any Person pursuant to, or result in the creation of any lien Lien upon such Initial Selling Stockholder’s shares any of the properties or Assets of the Company Capital Stock. under, (ci) No consentthe certificate or articles of formation, approvaloperating agreement or other organizational or charter documents of the Company, order (ii) any loan or authorization ofcredit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, Permit, concession, franchise or license applicable to the Company, its properties or Assets, or registration, declaration or filing with(iii) subject to the governmental filings and other matters referred to in the following sentence, any Governmental Entity judgment, Order, decree, statute, Law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or Assets, other than, in the case of clauses (ii) and (iii), any other Person is required by such conflicts, breaches, violations, Defaults, rights, losses or Liens that individually or in the aggregate could not have a Material Adverse Effect with respect to such Initial Selling Stockholder in connection with the execution and delivery of this Agreement Company or the consummation of the Transactions that would reasonably be expected to adversely affect could not prevent, hinder or materially delay the ability of such Initial Selling Stockholder the Company to consummate the Stock Purchase or any of the other Transactionstransactions contemplated by this Agreement.

Authority; Non-Contravention. (a) The Board of Directors of the Company has approved this Agreement and determined that the Merger is fair and in the best interests of the Company and its shareholders, and the Company has all requisite corporate power and authority to enter into this Agreement and, subject to approval of the Merger by the shareholders of the Company as set forth in Section 6.1(a), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject to such approval of the Merger by the shareholders of the Company as set forth in Section 6.1(a). This Agreement has been duly executed and delivered by such Initial Selling Stockholder. This Agreement is the Company and constitutes a valid and legally binding obligation, obligation of the Company enforceable against such Initial Selling Stockholder the Company in accordance with its terms (assuming the due terms. The execution and delivery of this Agreement by the other parties hereto), except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and (ii) the effect of rules of law governing the availability of equitable remedies. (b) The execution, delivery and performance by such Initial Selling Stockholder of this Agreement does do not, and the consummation of the Transactions transactions contemplated hereby and compliance with the provisions hereof will not, (i) result in the creation of any lien on any of the material assets of the Company or any shares of Company Capital Stock, (ii) require notice to, or the consent of any person under, any Contract or Order to which such Initial Selling Stockholder is a party or by which such Initial Selling Stockholder is, or any of his or its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the Stock Purchase or otherwise prevent or delay such Initial Selling Stockholder from performing his or its obligations under this Agreement or (iii) conflict with, or result in any violation of of, or default under (with or without notice or lapse of time, or both)) under, or give rise to a right of termination, cancellation or acceleration of any obligation obligation, contractually require any offer to purchase or any prepayment of any debt, contractually require the payment of (or result in the vesting of) any severance, golden parachute, change of control or similar type of payment, or give rise to the loss of any a material benefit under, or require any consent, approval or waiver from any Person pursuant to, or result in the creation of any lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any provision of: (i) the Articles of Incorporation or Bylaws of the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, concession, franchise or license (any of the foregoing, an "Instrument") applicable to the Company (other than Instruments involving aggregate payments by or to the Company of $100,000 or less), or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to, or Company Permit (as defined in Section 3.7) of or relating to, the Company or any of its properties or assets, other than, in the case of clauses (ii) or (iii), any such Initial Selling Stockholder’s shares conflicts, violations, defaults, rights, offers, prepayments, payments, losses or liens, that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company Capital Stockto perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. (cb) No consentfiling or registration with, approvalor authorization, order consent or authorization approval of, any domestic (federal and state), foreign or registrationsupranational court, declaration commission, governmental body, regulatory or filing withadministrative agency, any authority or tribunal (a "Governmental Entity or any other Person Entity") is required by or with respect to such Initial Selling Stockholder the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions that transactions contemplated hereby, except for (i) in connection or in compliance with the provisions of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the "Exchange Act"), (ii) the filing of the Articles of Merger with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) such filings and approvals as may be required by any applicable state securities or "blue sky" laws or state takeover laws, and (iv) such other consents, orders, authorizations, registrations, approvals, declarations and filings the failure of which to be obtained or made would reasonably be expected to adversely affect not, individually or in the aggregate, have a Material Adverse Effect on the Company, materially impair the ability of such Initial Selling Stockholder the Company to consummate perform its obligations hereunder or prevent the Stock Purchase or consummation of any of the other Transactionstransactions contemplated hereby.

Authority; Non-Contravention. (a) This Having obtained the Voting Member Approval, the Company has all requisite power and authority to enter into this Agreement and the other Company Transaction Documents and to consummate the Transactions. The execution and delivery of this Agreement and the other Company Transaction Documents and the consummation of the Transactions have been duly authorized by all necessary action on the part of the Company. Each Transaction Document required to be executed and delivered by the Company has been duly executed and delivered by such Initial Selling Stockholder. This Agreement is a valid and legally binding obligationthe Company and, enforceable against such Initial Selling Stockholder in accordance with its terms (assuming the due execution and delivery of this Agreement such Transaction Document by the other parties hereto)thereto, except as may be limited by constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms subject only to the effect, if any, of (i) applicable bankruptcy, insolvency, reorganization or bankruptcy and other laws of general application relating to or similar Applicable Law affecting the enforcement rights of creditors’ rights creditors generally and (ii) the effect of rules of law governing the availability of specific performance, injunctive relief and other equitable remedies. The Voting Members, by resolutions duly adopted (and not thereafter modified or rescinded) by the Voting Members, have approved this Agreement and the Transactions, including the Merger, in accordance with Applicable Law and the Operating Agreement. The Voting Member Approval is the only vote of the holders of Company Units necessary to consummate the Transactions, including the Merger, distribute the Merger Consideration in accordance with Section 1.3, approve this Agreement and the Merger under the NLLCA and the Operating Agreement, each as in effect at the time of such approval. No rights to appraisals under the Operating Agreement or Applicable Law are available to any Company Member as a result of the Transactions, including the Merger. (b) The execution, execution and delivery and performance by such Initial Selling Stockholder of this Agreement and the other Company Transaction Documents by the Company does not, and the consummation of the Transactions will not, (i) result in the creation of any lien Encumbrance on any of the material assets of the Company or any shares of the Company Capital Stock, Units or (ii) require notice to, or the consent of any person under, any Contract or Order to which such Initial Selling Stockholder is a party or by which such Initial Selling Stockholder is, or any of his or its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the Stock Purchase or otherwise prevent or delay such Initial Selling Stockholder from performing his or its obligations under this Agreement or (iii) conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person pursuant to, (A) any provision of the Operating Agreement or result in other equivalent organizational or governing documents of the creation Company, as amended to date, (B) any Contract of the Company or any lien upon such Initial Selling Stockholder’s shares Contract applicable to any of Company Capital Stockits or their material assets or (C) any Applicable Law. (c) No consent, approval, order Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other Person is required by or with respect to such Initial Selling Stockholder the Company in connection with the execution and delivery of this Agreement or any other Company Transaction Document or the consummation of the Transactions that Transactions, except for (i) the filing of the Certificate of Merger, as provided in Section 1.1(d), and (ii) such other consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or made, would not adversely affect, and would not reasonably be expected to adversely affect affect, the Company’s ability to perform or comply with the covenants, agreements or obligations of such Initial Selling Stockholder the Company herein or in any other Company Transaction Document or to consummate the Stock Purchase Transactions in accordance with this Agreement or any of the other TransactionsCompany Transaction Document and Applicable Law.

Authority; Non-Contravention. The Board of Directors of the Company has declared the Merger advisable and the Company has all requisite power and authority to enter into this Agreement and, subject to approval of the Merger by the stockholders of the Company (a) if required), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject to such approval of the Merger by the stockholders of the Company (if required). This Agreement has been duly executed and delivered by such Initial Selling Stockholder. This Agreement is a valid the Company and legally binding obligation, enforceable against such Initial Selling Stockholder in accordance with its terms (assuming the due valid authorization, execution and delivery of this Agreement by Parent and Sub) constitutes a valid and binding obligation of the other parties hereto)Company enforceable against the Company in accordance with its terms. Except as set forth in the Company SEC Documents (as hereinafter defined) or the Company Disclosure Letter, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally execution and (ii) the effect of rules of law governing the availability of equitable remedies. (b) The execution, delivery and performance by such Initial Selling Stockholder of this Agreement does do not, and the consummation of the Transactions transactions contemplated hereby and compliance with the provisions hereof will not, (i) result in the creation of any lien on any of the material assets of the Company or any shares of Company Capital Stock, (ii) require notice to, or the consent of any person under, any Contract or Order to which such Initial Selling Stockholder is a party or by which such Initial Selling Stockholder is, or any of his or its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the Stock Purchase or otherwise prevent or delay such Initial Selling Stockholder from performing his or its obligations under this Agreement or (iii) conflict with, or result in any violation of of, or default under (with or without notice or lapse of time, or both)) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any a material benefit under, or require any consent, approval or waiver from any Person pursuant to, or result in the creation of any lien lien, security interest, charge or encumbrance upon such Initial Selling Stockholder’s shares of Company Capital Stock. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to such Initial Selling Stockholder in connection with the execution and delivery of this Agreement or the consummation of the Transactions that would reasonably be expected to adversely affect properties or assets of the ability of such Initial Selling Stockholder to consummate the Stock Purchase Company or any of its Subsidiaries under, any provision of (i) the Certificate of Incorporation or Bylaws of the Company (true and complete copies of which as of the date hereof have been delivered to Parent) or any provision of the comparable charter or organization documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other Transactions.agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its Subsidiaries or

Authority; Non-Contravention. 3.2.1 The execution, delivery and performance of this Agreement and each other agreement, document or instrument referred to in or contemplated by this Agreement (acollectively, the “Ancillary Agreements”) This Agreement has by the Company and the consummation of the transactions contemplated hereby and thereby have been duly executed and delivered validly authorized by such Initial Selling Stockholderall requisite corporate action (including the Required Stockholder Approvals obtained prior to the Closing Date), and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated by the Agreement and the Ancillary Agreements. This Agreement is a constitutes the legal, valid and legally binding obligationagreement of the Company, enforceable against such Initial Selling Stockholder the Company in accordance with its terms (assuming the due execution and delivery of this Agreement by the other parties hereto)terms, except as enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization insolvency or other similar laws of general application relating to or affecting the enforcement of creditors’ rights generally and (ii) the effect subject to applicability of rules general principles of law governing the availability of equitable remediesequity. (b) The 3.2.2 Except as set forth on Section 3.2.2 of the Company Disclosure Schedule, neither the execution, delivery and performance by such Initial Selling Stockholder of this Agreement does not, and or any Ancillary Agreement nor the consummation or performance of the Transactions will nottransactions contemplated hereby or thereby by the Company, (i) result in the creation of any lien on any of the material assets of the Company or any shares of Company Capital Stock, (ii) require notice to, or the consent of any person under, any Contract or Order to which such Initial Selling Stockholder is a party or by which such Initial Selling Stockholder is, or any of his or its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the Stock Purchase or otherwise prevent or delay such Initial Selling Stockholder from performing his or its obligations under this Agreement or (iii) conflict with, or result in any violation of or default under does (with or without notice or lapse of time, ): (a) result in a breach or both), or give rise to a right of termination, cancellation or acceleration violation of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person pursuant tothe constituent documents of the Company, or result in a breach or a violation of, or give any Government Body or other Person the creation right to enjoin or invalidate the Merger or to exercise any remedy or obtain any relief under, any Law or any Judgment to which the Company, or any of the Assets owned or used by the Company, is subject; (b) result in a material breach or a material violation of any lien upon such Initial Selling Stockholder’s shares of the terms or requirements of, or give any Government Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Permit or Environmental Permit that is held by the Company Capital Stock.or that relates to any of the Assets owned or used by the Company; (c) No consentresult in a material breach or a material violation, approvalor a default under, order or authorization any provision of, any Material Contract to which the Company is a party or registration, declaration by which it is bound; or (d) result in the imposition or filing with, creation of any Governmental Entity or any other Person is required by Encumbrance upon or with respect to such Initial Selling Stockholder any Asset owned or used by the Company. 3.2.3 Except as set forth on Section 3.2.3 of the Company Disclosure Schedule the Company is not required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution execution, delivery and delivery performance of this Agreement or and the Ancillary Agreements by the Company and the consummation of the Transactions that would reasonably be expected to adversely affect the ability of such Initial Selling Stockholder to consummate the Stock Purchase or any of the other Transactionstransactions contemplated hereby and thereby.