Common use of Authority; Non-Contravention Clause in Contracts

Authority; Non-Contravention. (a) 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 the Company and, assuming the due execution and delivery of such Transaction Document by the other parties hereto, 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 and other similar Applicable Law affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) The execution and delivery 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 Encumbrance on any of the material assets of the Company or any of the shares of Company Common Stock or (ii) 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 other equivalent organizational or governing documents of the Company, in each case as amended to date, (B) any Contract of the Company or any Contract applicable to any of its material assets or (C) any Applicable Law. (c) No consent, approval, 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 the Company in connection with the execution and delivery of this Agreement or any other Company Transaction Document or the consummation of the 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, the Company’s ability to perform or comply with the covenants, agreements or obligations of the Company herein or in any other Company Transaction Document or to consummate the 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 Company 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 all requisite corporate power and authority to enter into this 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 the Company andsuch 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 such Transaction Document this Agreement by the other parties hereto), 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 except as may be limited by (i) applicable bankruptcy and bankruptcy, insolvency, reorganization or other similar Applicable Law laws of general application relating to or affecting the enforcement of creditors’ rights of creditors generally and (ii) the effect of rules of law governing specific performance, injunctive relief and other the availability of equitable remedies. (b) The execution execution, delivery and delivery 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 Encumbrance lien on any of the material assets of the Company or any of the shares of Company Common 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 (iiiii) 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) or result in the creation of any provision lien upon such Initial Selling Stockholder’s shares of the Organizational Documents or other equivalent organizational or governing documents of the Company, in each case as amended to date, (B) any Contract of the Company or any Contract applicable to any of its material assets or (C) any Applicable LawCapital Stock. (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 the Company such Initial Selling Stockholder in connection with the execution and delivery of this Agreement or any other Company Transaction Document or the consummation of the Transactions, except for such other consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or made, Transactions that 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 the Company herein or in any other Company Transaction Document or such Initial Selling Stockholder to consummate the Transactions in accordance with this Agreement Stock Purchase 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 Company will not be applicable to any of Acquirer, the Company or the Company, or to the execution, delivery, or performance of this Agreementother Transactions.

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 and, subject to approval of the other Company Transaction Documents and Merger by the shareholders of the Company, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and by the other Company Transaction Documents and the consummation by the Company of the Transactions 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. Each Transaction Document This Agreement has been duly executed and delivered by the Company and, and (assuming the due valid authorization, execution and delivery of such Transaction Document this Agreement by the other parties hereto, Purchaser) constitutes the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms subject only to terms. Other than as set forth on Schedule 3.3(a), the effect, if any, of (i) applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) The execution and delivery of this Agreement and the other Company Transaction Documents, by the Company 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 Encumbrance on any of the material assets of the Company or any of the shares of Company Common Stock or (ii) 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 result in the creation of any consentlien, approval security interest, charge or waiver from encumbrance upon any Person pursuant toof the properties or assets of the Company under, (A) any provision of: (i) the Certificate of the Organizational Documents Incorporation or other equivalent organizational or governing documents Bylaws of the Company, in each case as amended to date, , (Bii) any Contract 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 Contract applicable of its properties or assets, other than, in the case of clauses (ii) or (iii), any such 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 to perform its obligations hereunder or prevent the consummation of any of its material assets 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 (Cb) any Applicable Lawhave been furnished to the Purchaser. (cb) No consent, approval, Order filing or authorization of, or registration, declaration or filing registration with, or notice toauthorization, consent or approval of, any domestic (federal and state), foreign or supranational court, commission, governmental body, regulatory or administrative agency, authority or tribunal (a "Governmental Entity or any other Person Entity") is required by or with respect to the Company in connection with the execution and delivery of this Agreement or any other by the Company Transaction Document or the consummation by the Company of the Transactionstransactions 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, approvals, Ordersorders, authorizations, registrations, declarationsapprovals, declarations and filings and notices that, if not the failure of which to be obtained or mademade would not, would not adversely affectindividually or in the aggregate, and would not reasonably be expected to adversely affect, have a Material Adverse Effect on the Company’s , materially impair the ability to perform or comply with the covenants, agreements or obligations of the Company herein to perform its obligations hereunder or in any other Company Transaction Document or to consummate prevent the 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 consummation of any “control share acquisition,” “interested shareholder” or other similar statute or regulation in the organizational or governing documents of the Company will not be applicable to any of Acquirer, the Company or the Company, or to the execution, delivery, or performance of this Agreementtransactions contemplated hereby.

Authority; Non-Contravention. (a) The Having obtained the Voting Member Approval, 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 required to be executed and delivered by the Company has been duly executed and delivered by the Company and, assuming the due execution and delivery of such Transaction Document by the other parties heretothereto, 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 and other similar Applicable Law affecting the rights of creditors generally and (ii) rules of law governing 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 and delivery of this Agreement and the other Company Transaction Documents, Documents by the Company does not, and the consummation of the Transactions will not, (i) result in the creation of any Encumbrance on any of the material assets of the Company or any of the shares of Company Common Stock Units or (ii) 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 Operating Agreement or other equivalent organizational or governing documents of the Company, in each case as amended to date, (B) any Contract of the Company or any Contract applicable to any of its or their material assets or (C) any Applicable Law. (c) No consent, approval, 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 the Company in connection with the execution and delivery of this Agreement or any other Company Transaction Document or the consummation of the 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, the Company’s ability to perform or comply with the covenants, agreements or obligations of the Company herein or in any other Company Transaction Document or to consummate the 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 Company 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 CEI has all requisite corporate ---------------------------- power and authority to enter into execute and deliver this Agreement and the other Company Transaction Documents and to consummate the Transactionsperform its obligations hereunder. The execution and delivery of this Agreement and the other Company Transaction Documents and the consummation performance of the Transactions its obligations hereunder have been duly authorized by all necessary corporate action on the part of the Companyaction. Each Transaction Document CEI has been duly executed and delivered by the Company andthis Agreement and this Agreement is its legal, assuming the due execution and delivery of such Transaction Document by the other parties hereto, constitutes the valid and binding obligation of the Company obligation, enforceable against the Company in accordance with its terms terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws generally applicable to creditors' rights and remedies and to the effect, if any, exercise of (i) applicable bankruptcy and other similar Applicable Law affecting the rights judicial discretion in accordance with general principles of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) equity. The execution and delivery of this Agreement and the other Company Transaction Documents, by the Company CEI does not, and the performance of its obligations and the consummation of the Transactions transactions contemplated hereunder will not, violate, conflict with, or result (iwith or without the giving of notice or the lapse of time or both) in the breach or termination of, or default under, or result in the creation of any Encumbrance on material lien, security interest, charge or encumbrance under, any provision of (i) 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 the material assets of the Company or any of the shares of Company Common Stock its assets, or (ii) conflict withany material loan or credit agreement, note, bond, lease, license, franchise, mortgage, indenture or result in any violation of or default under (with or without notice or lapse of timeother agreement, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of instrument to which it is a party or by which it may be bound or under which it enjoys any benefit under, rights or require any consent, approval or waiver from any Person pursuant to, (A) any provision of the Organizational Documents or other equivalent organizational or governing documents of the Company, in each case as amended to date, (B) any Contract of the Company or any Contract applicable to any of its material assets or (C) any Applicable Law. (c) privileges. No consent, approval, Order order or authorization of, or registration, declaration or filing with, any court, administrative agency or notice tocommission or other governmental authority or agency, any Governmental Entity domestic or any other Person foreign, is required by or with respect to the Company CEI in connection with the execution and delivery of this Agreement or any other Company Transaction Document or the consummation of the Transactionstransactions contemplated hereunder, 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 the like as are referred to adversely affect, the Company’s ability to perform or comply with the covenants, agreements or obligations of the Company herein or in any other Company Transaction Document or to consummate the Transactions in accordance with this Agreement or any other Company Transaction Document and Applicable LawArticle VIII. (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 Company 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 all the requisite corporate power and authority to enter into execute and deliver and perform its obligations under this Agreement and the other Company Transaction Documents to which it is a party and to consummate the Merger and Other Transactions. The Subject to the receipt of the Company Stockholder Approval, the execution and delivery of this Agreement and the other Company 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. Each This Agreement and the other Transaction Document has Documents to which the Company is a party have been duly executed and delivered by the Company andand constitute the legal, assuming the due execution and delivery of such Transaction Document by the other parties hereto, constitutes the valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its terms subject only their respective terms, except to the extent that enforceability may be limited by the effect, if any, of (i) any applicable bankruptcy and bankruptcy, reorganization, insolvency, moratorium or other similar Applicable Law Laws affecting the enforcement of creditors’ rights generally or any general principles of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remediesequity. (b) The execution execution, delivery and delivery performance by the Company of this Agreement and the other Company Transaction Documents, by Documents to which the Company does not, 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 Encumbrance on any of the material assets of Company’s governing documents, including the Company or any Certificate of Incorporation and the shares of Company Common Stock or Bylaws, (ii) conflict with, constitute a breach or result in any violation of or a default under (with or without due notice or lapse of time, time or both)) any Law, Order or give rise to a right of termination, cancellation or acceleration other restriction 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 other equivalent organizational or governing documents of the Company, in each case as amended Governmental Entity to date, (B) any Contract of which the Company or any Contract applicable to any of its material assets or are subject, (Ciii) any Applicable Law. (c) No consent, approval, 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 except to the Company in connection with the execution and delivery of this Agreement or any other Company Transaction Document or the consummation of the 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 extent that would not reasonably be expected to adversely affecthave 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 require any notice under, any Contract or Company Authorization to which the Company is a party or by which it is bound or by which any of the Company’s ability assets or businesses are bound or affected, (iv) result in the creation or imposition of any Lien upon any of the Company’s assets or (v) require any Company Authorization, approval, license, certificate, consent, waiver, authorization, novation or notice of or to perform any Person, including any Governmental Entity or comply any party to any Contract, except for the filing of the Certificate of Merger with the covenants, agreements or obligations Secretary of State of Delaware and any filings required under the Company herein or in any other Company Transaction Document or to consummate the Transactions in accordance with this Agreement or any other Company Transaction Document and Applicable LawHSR Act. (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 Company 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 all requisite corporate power and authority to enter into this Agreement and the other Company Transaction Documents and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the other Company Transaction Documents and the consummation of the Transactions 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. Each Transaction Document 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 the Company and, assuming the due execution and delivery of such Transaction Document by the other parties heretoParent and Merger Sub, constitutes the valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its terms subject only to the effectterms, if any, of (i) applicable except as enforceability may be limited by bankruptcy and other similar Applicable Law affecting the rights laws and general principles of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) equity. The execution and delivery of this Agreement and the other Company Transaction Documents, by the Company does not, and the consummation performance of this Agreement by the Transactions Company will not, (i) conflict with or violate the Company Charter Documents, (ii) subject to obtaining the approval and adoption of this Agreement and the approval of the 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 of its subsidiaries or by which the Company or any of its subsidiaries or any of their respective properties is bound or affected, or (iii) except as set forth in Part 2.4(a) of the Company Schedules result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or impair the Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any a material lien or Encumbrance on any of the material properties or assets of the Company or any of the shares of Company Common Stock or (ii) 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 its subsidiaries pursuant to, (A) any provision of the Organizational Documents material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other equivalent organizational instrument or governing documents of the Company, in each case as amended obligation to date, (B) any Contract of which the Company or any Contract applicable to 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 assets agreements, contracts, licenses or (C) any Applicable Lawleases 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 order or authorization of, or registration, declaration or filing withwith any court, administrative agency or notice tocommission or other governmental authority or instrumentality, any foreign or domestic ("Governmental Entity or any other Person Entity"), is required to be obtained or made by or with respect to the Company in connection with the execution and delivery of this Agreement or any other Company Transaction Document or the consummation of the TransactionsMerger, 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 other consents, approvals, Ordersorders, authorizations, registrations, declarationsdeclarations and filings as may be required under applicable federal, filings foreign and notices thatstate 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, made would not adversely affect, and would not reasonably be expected material to adversely affect, the Company’s Company or Parent or have a material adverse effect on the ability to perform or comply with the covenants, agreements or obligations of the Company herein or in any other Company Transaction Document or parties hereto to consummate the Transactions in accordance with this Agreement or any other Company Transaction Document and Applicable LawMerger. (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 Company 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. (ai) The Company has all requisite corporate power and corporate authority to enter into this Agreement and, subject to Court and the other Company Transaction Documents and Shareholder Approval, to consummate the TransactionsTransactions 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 and the other by Company Transaction Documents 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 Companypart 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. Each Transaction Document This Agreement has been duly executed and delivered by the Company and, assuming the due execution and delivery of such Transaction Document by the other parties hereto, constitutes the a valid and binding obligation of the Company Company, enforceable by Parent against the Company in accordance with its terms terms, subject only to the effectavailability of equitable remedies and the enforcement of creditors' rights generally. Except with respect to the Consents and Approvals (as defined herein) or any required Novation Agreement or FAR 42.12 Other Agreement, if any, of (i) applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) The execution and delivery of this Agreement and the other Company Transaction Documents, by the Company 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 Encumbrance on any of the material assets of the Company or any of the shares of Company Common Stock or (ii) 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 consentadditional obligation under, approval or waiver from result in the creation of any Person pursuant to, (A) Lien upon any provision of the Organizational Documents properties or other equivalent organizational or governing documents assets of the Company, in each case as amended to date, (B) any Contract of the Company or any Contract applicable to of its Subsidiaries under (x) 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 (Cz) any Applicable Law. Law applicable to Company or any of its Subsidiaries or their respective properties or assets, except with respect to (cz) No 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 order or authorization of, or registration, declaration or filing with, or notice toany Agency, any Governmental Entity or any other Person is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or any other by Company Transaction Document or the consummation by Company of the 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, Ordersorders, authorizations, registrations, declarationsdeclarations and filings as are set forth in Section (d)(i) of the Company Disclosure Statement (collectively, filings the items in clauses (A), (B), (C), (D) and notices that(E) are referred to as the "Consents and Approvals"). (ii) Except as set forth in Section (d)(ii) of the Company Disclosure Statement, if not obtained none of Company or madeany of its Subsidiaries is a party to or bound by any non-competition Contract or other Contract, would not adversely affectin each case, and would not that 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 affectbecome material to Company or any of its Subsidiaries, or the Company’s ability manner or locations in which any of them may so engage in any business with respect to perform or comply with the covenants, agreements or obligations of the Company herein or in any other Company Transaction Document or to consummate the Transactions in accordance with this Agreement or any other Company Transaction Document and Applicable LawProducts. (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 Company 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 all requisite corporate power and authority to enter into this Agreement and the other Company Transaction Documents and to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement and by the other Company Transaction Documents and the consummation by the Company of the Transactions transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company. Each Transaction Document This Agreement has been duly executed and delivered by the Company and, assuming the due execution and delivery of such Transaction Document by the other parties hereto, constitutes the a valid and binding obligation of the Company MMMM, enforceable against the Company in accordance with its terms subject only to the effect, if any, of (i) applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) terms. The execution and delivery of this Agreement and the other Company Transaction Documents, by the Company 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 Encumbrance on any of the material assets of the Company or any of the shares of Company Common Stock or (ii) 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 result in the creation of any consent, approval lien upon any of the properties or waiver from any Person pursuant toassets of the Company under, (Ai) any provision the certificate of the Organizational Documents incorporation or other equivalent organizational or governing documents bylaws of the Company, in each case as amended to date, (Bii) any Contract 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 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 or any Contract applicable to any of its material assets or (C) any Applicable Law. (c) consummate the transactions contemplated by this Agreement. No consent, approval, Order 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 the Company in connection with the execution and delivery of this Agreement or any other Company Transaction Document or the consummation of the 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, the Company’s ability to perform or comply with the covenants, agreements or obligations of the Company herein or in any other Company Transaction Document or to consummate the 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 Company will not be applicable to any of Acquirer, by the Company or the consummation by the Company, or as the case may be, of any of the transactions contemplated by this Agreement, except the filings of the Certificates of Designation with respect to the executionSuper Voting Preferred Stock and the Series C, deliverySeries D and Series E Preferred Stock with the State of Idaho, or performance of 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, subject to receipt of the approval of Company Members and the other Company Transaction Documents and Series C Holders, to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement and by the other Company Transaction Documents and the consummation by the Company of the Transactions transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate limited liability company action on the part of the Company. Each Transaction Document This Agreement has been duly executed and when delivered by the Company and, assuming the due execution and delivery of such Transaction Document by the other parties hereto, constitutes the shall constitute a valid and binding obligation of the Company Company, enforceable against the Company and Company Members in accordance with its terms subject only to the effectterms, if anyexcept as such enforcement may be limited by bankruptcy, of (i) applicable bankruptcy and insolvency or other similar Applicable Law Laws affecting the enforcement of creditors’ rights generally or by general principles of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) equity. The execution and delivery of this Agreement and the other Company Transaction Documents, by the Company 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 Encumbrance on any of the material assets of the Company or any of the shares of Company Common Stock or (ii) 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 result in the creation of any consent, approval Lien upon any of the properties or waiver from any Person pursuant toAssets of the Company under, (Ai) any provision the certificate or articles of the Organizational Documents formation, operating agreement or other equivalent organizational or governing charter documents of the Company, in each case as amended to date, (Bii) any Contract of the Company loan or any Contract credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, Permit, concession, franchise or license applicable to any of the Company, its material assets properties or Assets, or (Ciii) any Applicable Law. (c) No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice tosubject 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 the Company in connection with or could not prevent, hinder or materially delay the execution and delivery of this Agreement or any other Company Transaction Document or the consummation of the 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, the Company’s ability to perform or comply with the covenants, agreements or obligations of the Company herein or in any other Company Transaction Document or to consummate the 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 Company will not be applicable to any of Acquirer, the Company or the Company, or to the execution, delivery, or performance of transactions 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 and, subject to approval of the other Merger by the shareholders of the Company Transaction Documents and as set forth in Section 6.1(a), to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and by the other Company Transaction Documents and the consummation by the Company of the Transactions 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). Each Transaction Document This Agreement has been duly executed and delivered by the Company and, assuming the due execution and delivery of such Transaction Document by the other parties hereto, constitutes the a 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 and other similar Applicable Law affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) terms. The execution and delivery of this Agreement and the other Company Transaction Documents, by the Company 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 Encumbrance on any of the material assets of the Company or any of the shares of Company Common Stock or (ii) 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 result in the creation of any consentlien, approval security interest, charge or waiver from encumbrance upon any Person pursuant toof the properties or assets of the Company under, (A) any provision of: (i) the Articles of the Organizational Documents Incorporation or other equivalent organizational or governing documents Bylaws of the Company, in each case as amended to date, , (Bii) any Contract 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 Contract applicable of its properties or assets, other than, in the case of clauses (ii) or (iii), any such 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 to perform its obligations hereunder or prevent the consummation of any of its material assets or (C) any Applicable Lawthe transactions contemplated hereby. (cb) No consent, approval, Order filing or authorization of, or registration, declaration or filing registration with, or notice toauthorization, consent or approval of, any domestic (federal and state), foreign or supranational court, commission, governmental body, regulatory or administrative agency, authority or tribunal (a "Governmental Entity or any other Person Entity") is required by or with respect to the Company in connection with the execution and delivery of this Agreement or any other by the Company Transaction Document or the consummation by the Company of the Transactionstransactions 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, approvals, Ordersorders, authorizations, registrations, declarationsapprovals, declarations and filings and notices that, if not the failure of which to be obtained or mademade would not, would not adversely affectindividually or in the aggregate, and would not reasonably be expected to adversely affect, have a Material Adverse Effect on the Company’s , materially impair the ability to perform or comply with the covenants, agreements or obligations of the Company herein to perform its obligations hereunder or in any other Company Transaction Document or to consummate prevent the 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 consummation of any “control share acquisition,” “interested shareholder” or other similar statute or regulation in the organizational or governing documents of the Company will not be applicable to any of Acquirer, the Company or the Company, or to the execution, delivery, or performance of this Agreementtransactions contemplated hereby.

Authority; Non-Contravention. (a) The Company has all requisite corporate power and authority to enter into this Agreement and the other Company Transaction Documents and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Company Transaction Documents and the consummation of the Transactions 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. Each Transaction Document 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 the Company and, assuming the due execution and delivery of such Transaction Document by the other parties heretoParent and Merger Sub, constitutes the a valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its terms subject only to the effectterms, if any, of (i) applicable except as enforceability may be limited by bankruptcy and other similar Applicable Law affecting the rights laws and general principles of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) equity. The execution and delivery of this Agreement and the other Company Transaction Documents, by the Company does not, and the consummation performance of this Agreement by the Transactions Company will not, (i) conflict with or violate the Company Charter Documents, (ii) subject to obtaining the approval and adoption of this Agreement and the approval of the 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 of its subsidiaries or by which the Company or any of its subsidiaries or any of their respective properties is bound, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or impair the Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any a material lien or Encumbrance on any of the material properties or assets of the Company or any of the shares of Company Common Stock or (ii) 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 its subsidiaries pursuant to, (A) any provision of the Organizational Documents material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other equivalent organizational instrument or governing documents of the Company, in each case as amended obligation to date, (B) any Contract of which the Company or any Contract applicable to of its subsidiaries is a party or by which the Company or any of its material assets subsidiaries or (C) any Applicable Law. (c) No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity its or any other Person is required by or with respect to 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 execution and delivery of this Agreement or any other Company Transaction Document or the consummation of the Transactionstransactions contemplated hereby, except for such other consents, approvals, Orders, authorizations, registrations, declarations, filings and notices thatwhich, if individually or in the aggregate not obtained or madeobtained, would not adversely affect, and would not reasonably be expected result in a material loss of benefits to adversely affect, the Company’s ability to perform or comply with the covenants, agreements or obligations of the Company herein or in any other Company Transaction Document or to consummate the 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 Company will not be applicable to any of Acquirer, the Company or the Company, Parent or to the execution, delivery, or performance Surviving Corporation as a result of this Agreementthe Merger.

Authority; Non-Contravention. (a) The Company has all requisite corporate power and authority to enter into this Agreement and the other Company Transaction Documents and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Company Transaction Documents and the consummation of the Transactions 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. Each Transaction Document 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 the Company and, assuming the due execution and delivery of such Transaction Document by the other parties heretoParent and Merger Sub, constitutes the a valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its terms subject only to the effectterms, if any, of (i) applicable except as enforceability may be limited by bankruptcy and other similar Applicable Law affecting the rights laws and general principles of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) equity. The execution and delivery of this Agreement and the other Company Transaction Documents, by the Company does not, and the consummation performance of this Agreement by the Transactions Company will not, (i) conflict with or violate the Company Charter Documents, (ii) subject to obtaining the approval and adoption of this Agreement and the approval of the 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 of its subsidiaries or by which the Company or any of its subsidiaries or any of their respective properties is bound, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or impair the Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any a material lien or Encumbrance on any of the material properties or assets of the Company or any of the shares of Company Common Stock or (ii) 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 its subsidiaries pursuant to, (A) any provision of the Organizational Documents material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other equivalent organizational instrument or governing documents of the Company, in each case as amended obligation to date, (B) any Contract of which the Company or any Contract applicable to 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 assets loss of benefits to the Company, Parent or (C) any Applicable Lawthe Surviving Corporation as a result of the Merger. (cb) No consent, approval, Order order or authorization of, or registration, declaration or filing withwith any court, administrative agency or notice tocommission or other governmental authority or instrumentality, any Governmental Entity foreign or any other Person domestic ("GOVERNMENTAL ENTITY"), is required to be obtained or made by or with respect to the Company in connection with the execution and delivery of this Agreement or any other Company Transaction Document or the consummation of the TransactionsMerger, 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 other consents, approvals, Ordersorders, authorizations, registrations, declarationsdeclarations and filings as may be required under applicable federal, filings foreign and notices thatstate 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, made would not adversely affect, and would not reasonably be expected material to adversely affect, the Company’s Company or Parent or have a material adverse effect on the ability to perform or comply with the covenants, agreements or obligations of the Company herein or in any other Company Transaction Document or parties hereto to consummate the Transactions in accordance with this Agreement or any other Company Transaction Document and Applicable LawMerger. (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 Company 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 all requisite corporate power and authority to enter into this Agreement and the other Company Transaction Documents and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Company Transaction Documents and the consummation of the Transactions 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. Each Transaction Document 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 the Company and, assuming the due execution and delivery of such Transaction Document by the other parties heretoParent and Merger Sub, constitutes the a valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its terms subject only to the effectterms, if any, of (i) applicable except as enforceability may be limited by bankruptcy and other similar Applicable Law affecting the rights laws and general principles of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) equity. The execution and delivery of this Agreement and the other Company Transaction Documents, by the Company does not, and the consummation performance of this Agreement by the Transactions Company will not, (i) conflict with or violate the Company Charter Documents, (ii) subject to obtaining the approval and adoption of this Agreement and the approval of the 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 of its subsidiaries or by which the Company or any of its subsidiaries or any of their respective properties is bound, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or 7 12 impair the Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any a material lien or Encumbrance on any of the material properties or assets of the Company or any of the shares of Company Common Stock or (ii) 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 its subsidiaries pursuant to, (A) any provision of the Organizational Documents material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other equivalent organizational instrument or governing documents of the Company, in each case as amended obligation to date, (B) any Contract of which the Company or any Contract applicable to 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 assets loss of benefits to the Company, Parent or (C) any Applicable Lawthe Surviving Corporation as a result of the Merger. (cb) No consent, approval, Order order or authorization of, or registration, declaration or filing withwith any court, administrative agency or notice tocommission or other governmental authority or instrumentality, any Governmental Entity foreign or any other Person domestic ("GOVERNMENTAL ENTITY"), is required to be obtained or made by or with respect to the Company in connection with the execution and delivery of this Agreement or any other Company Transaction Document or the consummation of the TransactionsMerger, 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 other consents, approvals, Ordersorders, authorizations, registrations, declarationsdeclarations and filings as may be required under applicable federal, filings foreign and notices thatstate 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, made would not adversely affect, and would not reasonably be expected material to adversely affect, the Company’s Company or Parent or have a material adverse effect on the ability to perform or comply with the covenants, agreements or obligations of the Company herein or in any other Company Transaction Document or parties hereto to consummate the Transactions in accordance with this Agreement or any other Company Transaction Document and Applicable LawMerger. (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 Company 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. 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”) The by the Company has and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate power action (including the Required Stockholder Approvals obtained prior to the Closing Date), and authority no other corporate proceedings on its part are necessary to enter into this Agreement and authorize the other Company Transaction Documents and to consummate the Transactions. The execution and execution, delivery or performance of this Agreement and the other Company Transaction Documents and Ancillary Agreements or the consummation of the Transactions have been duly authorized transactions contemplated by all necessary corporate action on the part Agreement and the Ancillary Agreements. This Agreement constitutes the legal, valid and binding agreement of the Company. Each Transaction Document has been duly executed and delivered by the Company and, assuming the due execution and delivery of such Transaction Document by the other parties hereto, constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms subject only to the effectterms, if anyexcept as enforcement may be limited by bankruptcy, of (i) applicable bankruptcy and other insolvency or similar Applicable Law laws affecting the enforcement of creditors’ rights of creditors generally and (ii) rules subject to applicability of law governing specific performance, injunctive relief and other equitable remediesgeneral principles of equity. (b) The execution 3.2.2 Except as set forth on Section 3.2.2 of the Company Disclosure Schedule, neither the execution, delivery and delivery performance of this Agreement and or any Ancillary Agreement nor the other Company Transaction Documents, consummation or performance of the transactions contemplated hereby or thereby by the Company Company, does not, and the consummation of the Transactions will not, (i) result in the creation of any Encumbrance on any of the material assets of the Company or any of the shares of Company Common Stock or (ii) conflict with, or result in any violation of or default under (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 to, (A) any provision of the Organizational Documents or other equivalent organizational or governing constituent documents of the Company, or result in each case as amended a breach or a violation of, or give any Government Body or other Person the right to dateenjoin 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; (Bb) result in a material breach or a material violation of any Contract 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 or any Contract applicable that relates to any of its material assets the Assets owned or (C) any Applicable Law.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, or notice to, creation of any Governmental Entity or any other Person is required by Encumbrance upon or with respect to 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 any other and the Ancillary Agreements by the Company Transaction Document or and the consummation of the Transactions, except for such other consents, approvals, Orders, authorizations, registrations, declarations, filings transactions contemplated hereby and notices that, if not obtained or made, would not adversely affect, and would not reasonably be expected to adversely affect, the Company’s ability to perform or comply with the covenants, agreements or obligations of the Company herein or in any other Company Transaction Document or to consummate the Transactions in accordance with this Agreement or any other Company Transaction Document and Applicable Lawthereby. (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 Company 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 all requisite corporate the full right, power and authority to enter into into, execute, deliver and perform its obligations under this Agreement Agreement, and the other Company Transaction Documents execution, delivery and to consummate the Transactions. The execution and delivery performance of this Agreement and the other Company Transaction Documents and the consummation of the Transactions transactions contemplated hereby by Company have been duly authorized by all necessary corporate action on the part action, including all necessary board of the Companydirectors approval and stockholder approval. Each Transaction Document Principal Stakeholder has the full right, power and authority and capacity to enter into, execute, deliver and perform all of 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 and delivered by the Company and each Principal Stakeholder and, assuming the due authorization, execution and delivery of such Transaction Document by the other parties heretoGSI and Newco, constitutes the legal, valid and binding obligation agreement of the Company and each Principal Stakeholder and is enforceable against the Company each of them in accordance with its terms subject only to the effect, if any, of (i) applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remediesterms. (b) The execution Except as set forth on Schedule 4.2, neither the execution, delivery and delivery performance of this Agreement and the other Company Transaction Documents, by the Company does not, and nor the consummation or performance of the Transactions will not, (i) result in the creation of any Encumbrance on any of the material assets of the transactions contemplated hereby by Company or and/or any of the shares of Company Common Stock Principal Stakeholders will directly or (ii) conflict with, or result in any violation of 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 violation or breach 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 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 terminationthe source code for or relating to any past, cancellation present or acceleration future product of any obligation or loss of any benefit underthe Acquired Companies, or require any consentportion or aspect of such source code, approval or waiver from any Person pursuant to, (A) any provision of the Organizational Documents or other equivalent organizational or governing documents of the Company, in each case as amended to date, (B) any Contract of the Company or any Contract applicable proprietary information or algorithm contained in or relating to any of its material assets or (C) any Applicable Lawsuch 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 of, will be required to make any filing with or registration, declaration or filing with, or give any notice to, or to obtain any Governmental Entity or Consent from, any other Person is required by or with respect to the Company in connection with the execution and delivery of this Agreement or any other Company Transaction Document or the consummation of the 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, the Company’s ability to perform or comply with the covenants, agreements or obligations of the Company herein or in any other Company Transaction Document or to consummate the 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 Company will not be applicable to any of Acquirer, the Company or the Company, or to the execution, delivery, or performance of this Agreementany of the transactions contemplated hereby.

Authority; Non-Contravention. (a) The Board of Directors of the Company has declared the Merger advisable and the Company has all requisite corporate power and authority to enter into this Agreement and and, subject to approval of the other Merger by the stockholders of the Company Transaction Documents and (if required), to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and by the other Company Transaction Documents and the consummation by the Company of the Transactions 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). Each Transaction Document This Agreement has been duly executed and delivered by the Company and, and (assuming the due valid authorization, execution and delivery of such Transaction Document this Agreement by the other parties hereto, Parent and Sub) constitutes the a valid and binding obligation of the Company enforceable against the Company in accordance with its terms subject only to terms. Except as set forth in the effectCompany SEC Documents (as hereinafter defined) or the Company Disclosure Letter, if any, of (i) applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) The execution and delivery of this Agreement and the other Company Transaction Documents, by the Company 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 Encumbrance on any of the material assets of the Company or any of the shares of Company Common Stock or (ii) 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 result in the creation of any consentlien, approval security interest, charge or waiver from encumbrance upon any Person pursuant to, (A) any provision of the Organizational Documents properties or other equivalent organizational or governing documents of the Company, in each case as amended to date, (B) any Contract assets of the Company or any Contract applicable 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 material assets or Subsidiaries, (Cii) any Applicable Law. (c) No consentloan or credit agreement, approvalnote, Order bond, mortgage, indenture, lease or authorization ofother agreement, instrument, permit, concession, franchise or registration, declaration or filing with, or notice to, any Governmental Entity or any other Person is required by or with respect license applicable to the Company in connection with the execution and delivery of this Agreement or any other Company Transaction Document or the consummation of the 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, the Company’s ability to perform or comply with the covenants, agreements or obligations of the Company herein or in any other Company Transaction Document or to consummate the 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 Company will not be applicable to any of Acquirer, the Company or the Company, or to the execution, delivery, or performance of this Agreement.its Subsidiaries or