Common use of Authority; Non-Contravention Clause in Contracts

Authority; Non-Contravention. 4.2.1 Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement and the Escrow Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub of this Agreement and the Escrow Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the adoption and approval of this Agreement and the Merger by Parent as the sole stockholder of Merger Sub and the filing of the Certificate of Merger pursuant to Delaware Law. No approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the other Parties, constitutes the valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. Assuming the due authorization, execution and delivery of the Escrow Agreement by the Company Stockholder Representative and the Escrow Agent, the Escrow Agreement, when executed and delivered by Parent and Merger Sub, will constitute the valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. 4.2.2 The execution and delivery of this Agreement and the Escrow Agreement by Parent and Merger Sub does not, and the performance of this Agreement and the Escrow Agreement by Parent and Merger Sub will not, (i) conflict with or violate the Articles of Organization or By-Laws of Parent or the Certificate of Incorporation or By-Laws of Merger Sub, (ii) subject to compliance with the requirements set forth in Section 4.2.3 below, conflict with or violate any material Legal Requirement applicable to Parent or Merger Sub or by which any of their respective material properties or assets is bound or affected, 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 materially impair Parent or Merger Sub'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 a material Encumbrance on any of the properties or assets of Parent or Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective material properties or assets are bound or affected. 4.2.3 No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other Person is required to be obtained or made by Parent or Merger Sub in connection with the execution and delivery of this Agreement or the Escrow Agreement or the consummation of the Merger, except for the filing of (i) the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) a notification of the acquisition of control of an existing Canadian business under the Investment Canada Act and (iii) such other filings as may be necessary under the Securities Act or the securities or "blue sky" laws of any jurisdiction.

Authority; Non-Contravention. 4.2.1 Parent and Merger Sub have (a) The Principal Stockholder has all requisite corporate power and authority (including all requisite power and authority as a corporation or other entity) to enter into this Agreement and the Escrow Agreement and to consummate the transactions contemplated hereby and thereby. The If the Principal Stockholder is not a natural person, the execution and delivery by Parent and Merger Sub of this Agreement and the Escrow Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent the Principal Stockholder (including authorization by the board of directors or other managing body and Merger Sub, subject only to by the adoption and approval of this Agreement and the Merger by Parent as the sole stockholder of Merger Sub and the filing stockholders or other securityholders of the Certificate of Merger pursuant to Delaware Law. No approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated herebyPrincipal Stockholder). This Agreement has been duly executed and delivered by Parent and Merger Sub the Principal Stockholder and, assuming the due authorization, execution and delivery of this Agreement by Parent, Merger Sub, the Company, the Stockholder Representative and the other PartiesPrincipal Stockholders, constitutes the valid and binding obligations obligation of Parent and Merger Subthe Principal Stockholder, enforceable against Parent and Merger Sub the Principal Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. Assuming the due authorization, execution and delivery of the Escrow Agreement by Parent, Merger Sub, the Company Stockholder Representative and the Escrow Agent, the Escrow Agreement, when executed and delivered by Parent and Merger Subthe Stockholder Representative on behalf of the Principal Stockholder, will constitute the valid and binding obligations obligation of Parent and Merger Subthe Principal Stockholder, enforceable against Parent and Merger Sub the Principal Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. 4.2.2 (b) The execution and delivery of this Agreement and the Escrow Agreement by Parent and Merger Sub or on behalf of the Principal Stockholder does not, and the performance of this Agreement and the Escrow Agreement by Parent and Merger Sub or on behalf of the Principal Stockholder will not, (i) if the Principal Stockholder is not a natural person, conflict with or violate the Articles certificate of Organization incorporation, by-laws or By-Laws other organizational documents of Parent or the Certificate of Incorporation or By-Laws of Merger SubPrincipal Stockholder, (ii) subject to compliance with the requirements set forth in Section 4.2.3 below, conflict with or violate any material Legal Requirement applicable to Parent or Merger Sub the Principal Stockholder or by which the Principal Stockholder or any of their respective material its properties or assets is bound or affected, 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 materially impair Parent or Merger Sub'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 a material an Encumbrance on any of the properties or assets securities of Parent or Merger Sub any Target Company pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation Contract to which Parent or Merger Sub the Principal Stockholder is a party or by which Parent or Merger Sub the Principal Stockholder or any of their respective material its properties or assets are is bound or affected. No consent, waiver or approval of any Person, nor any notice to any Person, is required to be obtained or made under any Contract to which the Principal Stockholder is a party or by which the Principal Stockholder or any of its properties or assets is bound or affected in connection with the execution and delivery by or on behalf of the Principal Stockholder of this Agreement or the Escrow Agreement or the performance of this Agreement or the Escrow Agreement by or on behalf of the Principal Stockholder. 4.2.3 (c) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other Person Person, is required to be obtained or made by Parent or Merger Sub the Principal Stockholder in connection with the execution and delivery by or on behalf of the Principal Stockholder of this Agreement or the Escrow Agreement or the consummation performance of this Agreement or the Escrow Agreement by or on behalf of the Merger, except for the filing of (i) the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) a notification of the acquisition of control of an existing Canadian business under the Investment Canada Act and (iii) such other filings as may be necessary under the Securities Act or the securities or "blue sky" laws of any jurisdictionPrincipal Stockholder.

Authority; Non-Contravention. 4.2.1 Parent (a) Each of Parent, Merger Sub A and Merger Sub have B has all requisite corporate power and corporate authority to enter into this Agreement execute and deliver the Escrow Agreement Transaction Agreements to which it is a party and to perform its obligations thereunder and to consummate the transactions contemplated hereby and therebyTransactions (including the Mergers). The execution execution, delivery and delivery performance by Parent each of Parent, Merger Sub A and Merger Sub B of this Agreement and the Escrow Agreement Transaction Agreements to which it is a party and the consummation by Parent Parent, Merger Sub A and Merger Sub B of the transactions contemplated hereby and thereby Transactions (including the Mergers) have been duly authorized and approved by all necessary Parent’s, Merger Sub A’s and Merger Sub B’s respective board of directors and no other corporate action on the part of Parent Parent, Merger Sub A and Merger SubSub B, subject only including, without limitation, by Parent’s stockholders, is necessary to authorize the adoption execution, delivery and approval performance by each of this Agreement Parent, Merger Sub A and Merger Sub B of the Transaction Agreements to which it is a party and the Merger consummation by Parent as the sole stockholder of Merger Sub and the filing it of the Certificate of Merger pursuant to Delaware Law. No approval of any holder of any securities of Parent is required in connection with Transactions (including the consummation of the transactions contemplated herebyMergers). This Agreement has been and, when delivered at the Closing, the other Transaction Agreements to which each of Parent, Merger Sub A and Merger Sub B is a party shall be, duly executed and delivered by Parent Parent, Merger Sub A and Merger Sub and, assuming the B. Assuming due authorization, execution and delivery of this Agreement hereof and thereof by the other Partiesparties hereto and thereto, this Agreement constitutes and the other Transaction Agreements to which each of Parent, Merger Sub A and Merger Sub B is a party shall, when delivered at the Closing, constitute, the legal, valid and binding obligations of Parent Parent, Merger Sub A and Merger SubSub B, enforceable against Parent Parent, Merger Sub A and Merger Sub B in accordance with its their respective terms, except as to the extent that their enforceability may be limited by bankruptcy and other applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights of creditors generally and by general principles of equity. Assuming equitable principles. (b) Neither the due authorization, execution and delivery of the Escrow Agreement by the Company Stockholder Representative and the Escrow AgentTransaction Agreements to which each of Parent, the Escrow Agreement, when executed and delivered by Parent and Merger Sub, will constitute the valid and binding obligations of Parent and Merger Sub, enforceable against Parent Sub A and Merger Sub in accordance with its termsB is a party, except as enforceability may be limited nor the consummation by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. 4.2.2 The execution and delivery of this Agreement and the Escrow Agreement by Parent Parent, Merger Sub A and Merger Sub does notB of the Transactions (including the Mergers), and the performance of this Agreement and the Escrow Agreement nor compliance by Parent Parent, Merger Sub A and Merger Sub will notB with any of the terms or provisions thereof, shall (i) conflict with violate any 57 provision of the Charter Documents of Parent, Merger Sub A and Merger Sub B or violate the Articles of Organization or By-Laws of Parent or the Certificate of Incorporation or By-Laws of Merger Sub, (ii) subject assuming that the consents and approvals referred to compliance with the requirements set forth in Section 4.2.3 below4.3 are obtained and the filings referred to in Section 4.3 are made, conflict with or (x) violate any material Legal Requirement Law applicable to Parent or Parent, Merger Sub A and Merger Sub B or by which any of their respective material properties or assets is bound or affectedassets, or (iiiy) result in any material breach of or constitute a material default under (with or an event that with without notice or lapse of time or both would become a material default) under or materially impair Parent or Merger Sub's rights or alter the rights or obligations of any third party undertime, or give to others any rights both), result in the termination of termination, amendment, acceleration or cancellation ofunder, or result in the creation of a material Encumbrance on any Lien upon any of the respective properties or assets of Parent or Parent, Merger Sub pursuant toA and Merger Sub B under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation Contract to which Parent or Parent, Merger Sub A and Merger Sub B is a party or by which Parent or Merger Sub or any of their respective material properties or assets are bound or affected. 4.2.3 No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other Person is required to be obtained or made by Parent or Merger Sub in connection with the execution and delivery of this Agreement or the Escrow Agreement or the consummation of the Mergerparty, except for such violations, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the filing of (i) the Certificate of Merger with the Secretary of State of the State of Delawareaggregate, (ii) would not reasonably be expected to have a notification of the acquisition of control of an existing Canadian business under the Investment Canada Act and (iii) such other filings as may be necessary under the Securities Act or the securities or "blue sky" laws of any jurisdiction“Parent Material Adverse Effect.”

Authority; Non-Contravention. 4.2.1 (a) Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement and the Escrow Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by Parent and Merger Sub of this Agreement and the Escrow Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the adoption and approval of this Agreement and the Merger by Parent as the sole stockholder of Merger Sub and the filing of the Certificate of Merger Documents pursuant to Delaware Law. No approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated herebyCGCL. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the other PartiesCompany, constitutes the valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. Assuming the due authorization, execution and delivery of the Escrow Agreement by the Company Stockholder Representative and the Escrow Agent, the Escrow Agreement, when executed and delivered by Parent and Merger Sub, will constitute the valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. 4.2.2 (b) The execution and delivery of this Agreement and the Escrow Agreement by Parent and Merger Sub does not, and the performance of this Agreement and the Escrow Agreement by Parent and Merger Sub will not, (i) conflict with or violate the Articles of Organization or By-Laws of Parent or the Certificate of Incorporation or By-Laws of Merger SubCharter Documents, (ii) subject to compliance with the requirements set forth in Section 4.2.3 below3.3(c), conflict with or violate any material Legal Requirement applicable to Parent or Merger Sub or by which Parent or Merger Sub or any of their respective material properties or assets is bound or affected, 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 under, or materially impair Parent Parent’s or Merger Sub's ’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 a material an Encumbrance on any of the properties or assets of Parent or Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective material properties or assets are bound or affected, except in the case of this clause (iii) as would not reasonably be expected to have a Material Adverse Effect on Parent and its subsidiaries, considered as a whole. 4.2.3 (c) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other Person person is required to be obtained or made by Parent or Merger Sub in connection with the execution and delivery of this Agreement or the Escrow Agreement or the consummation of the Merger, except for the filing of (i) the Certificate filing of the Merger Documents with the Secretary of State of the State of DelawareCalifornia, (ii) a notification the filing of the acquisition of control of an existing Canadian business under Proxy Statement/Prospectus and the Investment Canada Registration Statement with the SEC and a Schedule 13D with regard to the Voting Agreements in accordance with the Securities Act and the Exchange Act, and the effectiveness of the Registration Statement, (iii) the filing of Notification and Report Forms with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as required by the HSR Act, together with the filing of any other comparable pre-merger notification forms required by the merger notification or control laws of any other applicable jurisdiction, as agreed by the parties hereto, (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be necessary required under the Securities Act applicable federal, foreign and state securities (or related) laws and the securities or "blue sky" antitrust laws of any jurisdictionforeign country, and (v) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not be material to Parent or the Surviving Corporation or have a material adverse effect on the ability of the parties hereto to consummate the Merger.

Authority; Non-Contravention. 4.2.1 (a) Each of Parent and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and the Escrow Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by Parent and Merger Sub of this Agreement and the Escrow Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the adoption and approval of this Agreement and the Merger by Parent as the sole stockholder of Merger Sub and the filing of the Certificate of Merger pursuant to Delaware Law. No approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the other PartiesCompany, constitutes the valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. Assuming the due authorization, execution and delivery of the Escrow Agreement by the Company Stockholder Representative and the Escrow Agent, the Escrow Agreement, when executed and delivered by Parent and Merger Sub, will constitute the valid and binding obligations of Parent and Merger Subrespectively, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. 4.2.2 (b) The execution and delivery of this Agreement and the Escrow Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement and the Escrow Agreement by Parent and Merger Sub will not, (i) conflict with or violate the Articles of Organization or By-Laws of Parent or the Certificate of Incorporation or By-Laws Bylaws of Parent or Merger Sub, (ii) subject to compliance with the requirements set forth in Section 4.2.3 below4.4(c), conflict with or violate any material Legal Requirement law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub or by which any of their respective material properties or assets is bound or affected, 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 under, or materially impair Parent or Merger SubParent'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 a material an Encumbrance on any of the properties or assets of Parent or Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, concession or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective material properties or assets are bound or affected, except, in the case of clauses (ii) and (iii), for such conflicts, violations, breaches, defaults, impairments, or rights which, individually or in the aggregate, would not have a Material Adverse Effect on Parent. Part 4.4(b) of the Parent Disclosure Letter list all consents, waivers and approvals under any of Parent'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 Parent or the Surviving Corporation as a result of the Merger. 4.2.3 (c) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other Person person is required to be obtained or made by Parent or Merger Sub in connection with the execution and delivery of this Agreement or the Escrow Agreement or the consummation of the Offer or Merger, except for (i) the filing of (i) the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) a notification compliance with any applicable requirements of the acquisition of control of an existing Canadian business under Securities Act, the Investment Canada Act Exchange Act, and any other applicable securities law, whether state or foreign, (iii) such other filings as may be necessary required under the Securities HSR Act and (iv) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not be material to Parent or the securities Surviving Corporation or "blue sky" laws have a material adverse effect on the ability of any jurisdictionthe parties hereto to consummate the transactions contemplated hereby.

Authority; Non-Contravention. 4.2.1 (a) Each of the Parent and the Merger Sub have has all requisite corporate power and authority to enter into this Agreement and the Escrow Agreement Related Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of the Parent and the Merger Sub of this Agreement and the Escrow Agreement Related Documents and the consummation by each of the Parent and the Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each of the Parent and Merger Sub, subject only to the adoption and approval of this Agreement and the Merger by Parent as the sole stockholder of Merger Sub and the filing of the Certificate of Merger pursuant to Delaware Law. No approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated herebySub. This Agreement has been duly executed and delivered by each of the Parent and the Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the other PartiesCompany and the Representative, constitutes the valid and binding obligations obligation of each of the Parent and the Merger Sub, enforceable against each of the Parent and the Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. Assuming the due authorization, execution and delivery of the Escrow Agreement Related Documents by the Company Stockholder Representative and the Escrow AgentCompany, the Escrow AgreementRepresentative and/or the other parties thereto, each Related Document, when executed and delivered by each of the Parent and the Merger Sub, Sub will constitute the valid and binding obligations obligation of each of the Parent and or the Merger Sub, enforceable against Parent and Merger Sub such party in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. 4.2.2 (b) The execution and delivery by each of the Parent and the Merger Sub of this Agreement and the Escrow Agreement by Parent and Merger Sub does Related Documents do not, and the performance by each of the Parent and the Merger Sub of this Agreement and the Escrow Agreement by Parent and Merger Sub Related Documents will not, (i) conflict with or violate the Articles certificate of Organization incorporation or Byby-Laws laws of the Parent or the Certificate of Incorporation or By-Laws of Merger Sub, (ii) subject to compliance with the requirements set forth in Section 4.2.3 below, conflict with or violate any Law in any material Legal Requirement applicable to Parent or Merger Sub or by which any of their respective material properties or assets is bound or affectedrespect, or (iii) except as set forth in Part 5.4(b) of the Parent Disclosure Schedule, 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 constitute a material breach or result in a material default) under under, or materially impair Parent or Merger Sub's the Parent’s rights or alter in any material respect 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 a material an Encumbrance on any of the material properties or assets of the Parent or Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation Contract to which the Parent or Merger Sub is a party or by which the Parent or Merger Sub or any of their respective material its properties or assets are bound or affected. No consent, waiver or approval of any Person, nor any notice to any Person, is required to be obtained or made under any material Contract to which the Parent is a party or by which the Parent or any of its properties or assets is bound or affected in connection with the execution and delivery by the Parent of this Agreement or the performance of this Agreement by the Parent, except for such consents, waivers, approvals and notices which have been obtained. 4.2.3 (c) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity Authority or other Person is required to be obtained or made by the Parent or the Merger Sub in connection with the execution and delivery of this Agreement or the Escrow Agreement or the consummation of the Mergertransactions contemplated hereby, except for the filing of (i) the Certificate filing of Certificates of Merger with the Delaware Secretary of State and the Georgia Secretary of State and appropriate documents with the State relevant authorities of Delaware, other states in which the Parent is qualified or licensed to do business and (ii) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not have a notification Parent Material Adverse Effect and would not prevent, materially alter or delay any of the acquisition of control of an existing Canadian business under the Investment Canada Act and (iii) such other filings as may be necessary under the Securities Act or the securities or "blue sky" laws of any jurisdictiontransactions contemplated by this Agreement.

Authority; Non-Contravention. 4.2.1 Parent (a) Each of Acquirer, Merger Sub I and Merger Sub have II has all requisite corporate power and authority to enter into this Agreement and the Escrow Agreement and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by Parent and Merger Sub of this Agreement and the Escrow Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of Parent Acquirer, Merger Sub I and Merger Sub, subject only to the adoption and approval of this Agreement and the Merger by Parent as the sole stockholder of Merger Sub and the filing of the Certificate of Merger pursuant to Delaware Law. No approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated herebyII. This Agreement has been duly executed and delivered by Parent each of Acquirer, Merger Sub I and Merger Sub II and, assuming the due authorization, execution and delivery of this Agreement by the other Partiesparties hereto, constitutes the valid and binding obligations obligation of Parent Acquirer, Merger Sub I and Merger SubSub II, enforceable against Parent Acquirer, Merger Sub I and Merger Sub II, respectively, in accordance with its terms, except as enforceability may be limited by subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws Applicable Law affecting the rights of creditors generally and general principles (ii) rules of equity. Assuming the due authorizationlaw governing specific performance, execution and delivery of the Escrow Agreement by the Company Stockholder Representative and the Escrow Agent, the Escrow Agreement, when executed and delivered by Parent and Merger Sub, will constitute the valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy injunctive relief and other similar laws affecting the rights of creditors generally and general principles of equityequitable remedies. 4.2.2 (b) The execution and delivery of this Agreement and the Escrow Agreement by Parent Acquirer, Merger Sub I and Merger Sub does II do not, and the performance consummation of this Agreement and the Escrow Agreement by Parent and Merger Sub Transactions will not, 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 a benefit under, or require any consent, approval or waiver from any Person pursuant to, (i) conflict with any provision of the articles or violate the Articles certificate of Organization incorporation, as applicable, or By-Laws bylaws or other equivalent organizational or governing documents of Parent Acquirer, Merger Sub I and Merger Sub II, in each case as amended to date or the Certificate of Incorporation or By-Laws of Merger Sub, (ii) subject Applicable Law, except where such conflict, violation, default, termination, cancellation or acceleration, individually or in the aggregate, would not be material to compliance with the requirements set forth in Section 4.2.3 belowAcquirer’s, conflict with or violate any material Legal Requirement applicable to Parent Merger Sub I’s or Merger Sub II’s ability to consummate the Merger or by which any of to perform their respective material properties or assets is bound or affected, 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) obligations under or materially impair Parent or Merger Sub'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 a material Encumbrance on any of the properties or assets of Parent or Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective material properties or assets are bound or affectedthis Agreement. 4.2.3 (c) No consent, approval, order Order or authorization of, or registration, declaration or filing with or notice to, any Governmental Entity or other Person Entity, is required to be obtained by or made by Parent or Merger Sub with respect thereto in connection with the execution and delivery of this Agreement or the Escrow Agreement or the consummation of the MergerTransactions, except for the filing of (i) the Certificate of Merger with the Secretary of State of the State of Delawaresuch consents, approvals, Orders, authorizations, registrations filings or notices as may be required under applicable securities laws, (ii) a notification of such filings and notifications as may be required to be made thereby in connection with the acquisition of control of an existing Canadian business Merger under the Investment Canada HSR Act and any other applicable foreign Antitrust Laws set forth on Schedule C and the approvals or expiration or early termination of any applicable waiting periods under the HSR Act and any other applicable Antitrust Laws set forth on Schedule C and (iii) such other filings as may be necessary consents, authorizations, filings, approvals, notices and registrations that, if not obtained or made, would not prevent, materially alter or delay Acquirer’s, Merger Sub I’s or Merger Sub II’s ability to consummate the Merger or any of the Transactions or to perform their respective obligations under this Agreement. No vote of the stockholders of Acquirer is required by Applicable Law, the rules and regulations of the New York Stock Exchange, or the certificate of incorporation, bylaws or other organizational documents of Acquirer in connection with the consummation of the Mergers and the issuance of shares of Acquirer Common Stock in connection therewith. (d) The Acquirer does not have any beneficial owner holding a greater than 10% interest in Acquirer who is situated in or is a citizen of any country which shares a land border with India and in accordance with Press Note No. 3 (2020 Series) dated 17 April 2020 issued by the Department of Promotion of Industry and Internal Trade, Ministry of Commerce & Industry, Government of India, read with the proviso to Rule 6(a) of the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 issued under the Securities Act or the securities or "blue sky" laws of any jurisdictionForeign Exchange Management Act, 1999.

Authority; Non-Contravention. 4.2.1 (a) Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement and the Escrow Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by Parent and Merger Sub of this Agreement and the Escrow Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the adoption and approval of this Agreement and the Merger by Parent as the sole stockholder of Merger Sub and the filing of the Certificate of Merger pursuant to Delaware Law. No approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. Table of Contents This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the other Parties, constitutes the valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. Assuming the due authorization, execution and delivery of the Escrow Agreement by the Company Stockholder Representative and the Escrow Agent, the Escrow Agreement, when executed and delivered by Parent and Merger Sub, will constitute the valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. 4.2.2 (b) The execution and delivery of this Agreement and the Escrow Agreement by Parent and Merger Sub does not, and the performance of this Agreement and the Escrow Agreement by Parent and Merger Sub will not, (i) conflict with or violate the Articles of Organization or By-Laws of Parent or the Certificate of Incorporation or By-Laws of Merger Sub, (ii) subject to compliance with the requirements set forth in Section 4.2.3 4.2(c) below, conflict with or violate any material Legal Requirement applicable to Parent or Merger Sub or by which any of their respective material properties or assets is bound or affected, 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 materially impair Parent or Merger Sub'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 a material Encumbrance on any of the properties or assets of Parent or Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, instrument or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective material properties or assets are bound or affected. 4.2.3 (c) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other Person is required to be obtained or made by Parent or Merger Sub in connection with the execution and delivery of this Agreement or the Escrow Agreement or the consummation of the Merger, except for the filing of (i) the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) a notification of the acquisition of control of an existing Canadian business under the Investment Canada Act and (iii) such other filings as may be necessary under the Securities Act or the securities or "blue sky" laws of any jurisdiction.

Authority; Non-Contravention. 4.2.1 Parent and Merger Sub have (a) Subject to obtaining Jiff Stockholder Approval, Jiff has all requisite corporate power and authority to enter into this Agreement and the Escrow Agreement other Jiff Transaction Documents and to consummate the transactions contemplated hereby and therebyTransactions. The Subject to obtaining Jiff Stockholder Approval, the execution and delivery by Parent and Merger Sub of this Agreement and the Escrow Agreement other Jiff Transaction Documents and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the adoption and approval of this Agreement and the Merger by Parent as the sole stockholder of Merger Sub and the filing of the Certificate of Merger pursuant to Delaware LawJiff. No approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement Each Transaction Document has been duly executed and delivered by Parent and Merger Sub Jiff and, assuming the due authorization, execution and delivery of this Agreement such Transaction Document by the other Partiesparties hereto, constitutes the valid and binding obligations obligation of Parent and Merger Sub, Jiff enforceable against Parent and Merger Sub Jiff in accordance with its termsterms subject only to the effect, except as enforceability may be limited by if any, of (i) applicable bankruptcy and other similar laws Applicable Law affecting the rights of creditors generally and general principles (ii) rules of equitylaw governing specific performance, injunctive relief and other equitable remedies. Assuming The Jiff Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the due authorization, execution and delivery unanimous vote of the Escrow Jiff Board, has (i) declared that this Agreement by the Company Stockholder Representative and the Escrow AgentTransactions, including the Escrow AgreementMerger, when executed upon the terms and delivered by Parent subject to the conditions set forth herein, advisable, fair to and Merger Subin the best interests of Jiff and Jiff Stockholders, will constitute the valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub (ii) approved this Agreement in accordance with its termsApplicable Law and (iii) directed that the adoption of this Agreement and approval of the principal terms of the Merger be submitted to Jiff Stockholders for consideration and recommended that all of Jiff Stockholders adopt this Agreement and approve the Merger. The affirmative votes of (i) the holders of a majority of the outstanding shares of Jiff Common Stock, except Jiff Preferred Stock and Jiff Starter Stock (voting together as enforceability may be limited by bankruptcy a single voting class on an as-converted to Jiff Common Stock basis) and other similar laws affecting (ii) the rights holders of creditors generally at least two-thirds of the outstanding shares of Jiff Preferred Stock and general principles Jiff Starter Stock (voting together as a single voting class on an as-converted to Jiff Common Stock basis) are the only votes of equitythe holders of Jiff Capital Stock necessary to adopt this Agreement and approve the principal terms of the Merger under the DGCL, the Certificate of Incorporation and the Bylaws, each as in effect at the time of such adoption and approval (collectively, the “Jiff Stockholder Approval”). 4.2.2 (b) The execution and delivery of this Agreement and the Escrow Agreement other Jiff Transaction Documents, by Parent and Merger Sub Jiff does not, and the performance consummation of this Agreement and the Escrow Agreement by Parent and Merger Sub Transactions will not, (i) conflict with or violate the Articles of Organization or By-Laws of Parent or the Certificate of Incorporation or By-Laws of Merger Sub, (ii) subject to compliance with the requirements set forth in Section 4.2.3 below, conflict with or violate any material Legal Requirement applicable to Parent or Merger Sub or by which any of their respective material properties or assets is bound or affected, 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 materially impair Parent or Merger Sub'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 a material any Encumbrance on any of the properties or material assets of Parent Jiff, or Merger Sub to the knowledge of Jiff (without inquiry or investigation of any third parties), any of the shares of Jiff Capital 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 material obligation or loss of any material benefit under, or require any consent, approval or waiver from any Person pursuant to, (A) any material noteprovision of the Certificate of Incorporation, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, the Bylaws or other instrument equivalent organizational or obligation governing documents of Jiff, in each case as amended to which Parent date, (B) any Material Contract or Merger Sub is a party or by which Parent or Merger Sub or (C) any of their respective material properties or assets are bound or affectedApplicable Law. 4.2.3 (c) No consent, approval, order Order or authorization of, or registration, declaration or filing with with, or notice to, any Governmental Entity or any other Person is required by or with respect to be obtained or made by Parent or Merger Sub Jiff in connection with the execution and delivery of this Agreement or the Escrow Agreement any other Jiff Transaction Document or the consummation of the MergerTransactions, except for the filing of (i) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareMerger, as provided in Section 1.1(d), (ii) a notification such filings and notifications as may be required to be made by Jiff in connection with the Merger and the other Transactions under the HSR Act and other applicable Antitrust Laws and the expiration or early termination of the acquisition of control of an existing Canadian business applicable waiting period under the Investment Canada HSR Act and other applicable Antitrust Laws, and (iii) such other consents, approvals, Orders, authorizations, registrations, declarations, filings as may and notices that, if not obtained or made, would not adversely affect, and would not reasonably be necessary under expected to adversely affect, Jiff’s ability to perform or comply with the Securities Act covenants, agreements or obligations of Jiff herein or in any other Jiff Transaction Document or to consummate the Transactions in accordance with this Agreement or any other Jiff Transaction Document and Applicable Law. (d) Jiff, the Jiff Board and Jiff Stockholders have taken all actions such that the restrictive provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested shareholder” or other similar anti-takeover statute or regulation, and any anti-takeover provision in the organizational or governing documents of Jiff will not be applicable to any of Castlight, Jiff or the securities Surviving Entity, or "blue sky" laws to the execution, delivery, or performance of any jurisdictionthis Agreement or the Stockholder Agreement, or to the Transactions, Jiff Stockholder Approval or the Requisite Stockholder Approval.

Authority; Non-Contravention. 4.2.1 Parent and Merger Sub have (a) The Principal Stockholder has all requisite corporate power and authority (including all requisite power and authority as a corporation or other entity) to enter into this Agreement and the Escrow Agreement and to consummate the transactions contemplated hereby and thereby. The If the Principal Stockholder is not a natural person, the execution and delivery by Parent and Merger Sub of this Agreement and the Escrow Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent the Principal Stockholder (including authorization by the board of directors or other managing body and Merger Sub, subject only to by the adoption and approval of this Agreement and the Merger by Parent as the sole stockholder of Merger Sub and the filing stockholders or other securityholders of the Certificate of Merger pursuant to Delaware Law. No approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated herebyPrincipal Stockholder). This Agreement has been duly executed and delivered by Parent and Merger Sub the Principal Stockholder and, assuming the due authorization, execution and delivery of this Agreement by Parent, each Merger Sub, the Company, the Stockholder Representative and the other PartiesPrincipal Stockholders, constitutes the valid and binding obligations obligation of Parent and Merger Subthe Principal Stockholder, enforceable against Parent and Merger Sub the Principal Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. Assuming the due authorization, execution and delivery of the Escrow Agreement by Parent, each Merger Sub, the Company Stockholder Representative and the Escrow Agent, the Escrow Agreement, when executed and delivered by Parent and Merger Subthe Stockholder Representative on behalf of the Principal Stockholder, will constitute the valid and binding obligations obligation of Parent and Merger Subthe Principal Stockholder, enforceable against Parent and Merger Sub the Principal Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. 4.2.2 (b) The execution and delivery of this Agreement and the Escrow Agreement by Parent and Merger Sub or on behalf of the Principal Stockholder does not, and the performance of this Agreement and the Escrow Agreement by Parent and Merger Sub or on behalf of the Principal Stockholder will not, (i) if the Principal Stockholder is not a natural person, conflict with or violate the Articles certificate of Organization incorporation, by-laws or By-Laws other organizational documents of Parent or the Certificate of Incorporation or By-Laws of Merger SubPrincipal Stockholder, (ii) subject to compliance with the requirements set forth in Section 4.2.3 below, conflict with or violate any material Legal Requirement applicable to Parent or Merger Sub the Principal Stockholder or by which the Principal Stockholder or any of their respective material its properties or assets is bound or affected, 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 materially impair Parent or Merger Sub'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 a material an Encumbrance on any of the properties or assets securities of Parent or Merger Sub any Target Company pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation Contract to which Parent or Merger Sub the Principal Stockholder is a party or by which Parent or Merger Sub the Principal Stockholder or any of their respective material its properties or assets are is bound or affected. No consent, waiver or approval of any Person, nor any notice to any Person, is required to be obtained or made under any Contract to which the Principal Stockholder is a party or by which the Principal Stockholder or any of its properties or assets is bound or affected in connection with the execution and delivery by or on behalf of the Principal Stockholder of this Agreement or the Escrow Agreement or the performance of this Agreement or the Escrow Agreement by or on behalf of the Principal Stockholder. 4.2.3 (c) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or other Person Person, is required to be obtained or made by Parent or Merger Sub the Principal Stockholder in connection with the execution and delivery by or on behalf of the Principal Stockholder of this Agreement or the Escrow Agreement or the consummation performance of this Agreement or the Escrow Agreement by or on behalf of the Merger, except for the filing of (i) the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) a notification of the acquisition of control of an existing Canadian business under the Investment Canada Act and (iii) such other filings as may be necessary under the Securities Act or the securities or "blue sky" laws of any jurisdictionPrincipal Stockholder.

Authority; Non-Contravention. 4.2.1 Parent (a) Each of Acquirer, Merger Sub I and Merger Sub have II has all requisite corporate power and authority to enter into this Agreement and the Escrow Agreement and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by Parent and Merger Sub of this Agreement and the Escrow Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of Parent Acquirer, Merger Sub I and Merger Sub, subject only to the adoption and approval of this Agreement and the Merger by Parent as the sole stockholder of Merger Sub and the filing of the Certificate of Merger pursuant to Delaware Law. No approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated herebyII. This Agreement has been duly executed and delivered by Parent each of Acquirer, Merger Sub I and Merger Sub II and, assuming the due authorization, execution and delivery of this Agreement by the other Partiesparties hereto, constitutes the valid and binding obligations obligation of Parent Acquirer, Merger Sub I and Merger SubSub II, enforceable against Parent Acquirer, Merger Sub I and Merger Sub II, respectively, in accordance with its terms, except as enforceability may be limited by subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws Applicable Law affecting the rights of creditors generally and general principles (ii) rules of equity. Assuming the due authorizationlaw governing specific performance, execution and delivery of the Escrow Agreement by the Company Stockholder Representative and the Escrow Agent, the Escrow Agreement, when executed and delivered by Parent and Merger Sub, will constitute the valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy injunctive relief and other similar laws affecting the rights of creditors generally and general principles of equityequitable remedies. 4.2.2 (b) The execution and delivery of this Agreement and the Escrow Agreement by Parent Acquirer, Merger Sub I and Merger Sub does II do not, and the performance consummation of this Agreement and the Escrow Agreement by Parent and Merger Sub Transactions will not, 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 a benefit under, or require any consent, approval or waiver from any Person pursuant to, (i) conflict with any provision of the articles or violate the Articles certificate of Organization incorporation, as applicable, or By-Laws bylaws or other equivalent organizational or governing documents of Parent Acquirer, Merger Sub I and Merger Sub II, in each case as amended to date or the Certificate of Incorporation or By-Laws of Merger Sub, (ii) subject Applicable Law, except where such conflict, violation, default, termination, cancellation or acceleration, individually or in the aggregate, would not be material to compliance with the requirements set forth in Section 4.2.3 belowAcquirer’s, conflict with or violate any material Legal Requirement applicable to Parent Merger Sub I’s or Merger Sub II’s ability to consummate the Merger or by which any of to perform their respective material properties or assets is bound or affected, 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) obligations under or materially impair Parent or Merger Sub'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 a material Encumbrance on any of the properties or assets of Parent or Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective material properties or assets are bound or affectedthis Agreement. 4.2.3 (c) No consent, approval, order Order or authorization of, or registration, declaration or filing with or notice to, any Governmental Entity or other Person Entity, is required to be obtained by or made by Parent or Merger Sub with respect thereto in connection with the execution and delivery of this Agreement or the Escrow Agreement or the consummation of the MergerTransactions, except for the filing of (i) the Certificate of Merger with the Secretary of State of the State of Delawaresuch consents, approvals, Orders, authorizations, registrations filings or notices as may be required under applicable securities laws, and (ii) a notification such other consents, authorizations, filings, approvals, notices and registrations that, if not obtained or made, would not prevent, materially alter or delay Acquirer’s, Merger Sub I’s or Merger Sub II’s ability to consummate the Merger or any of the acquisition of control of an existing Canadian business Transactions or to perform their respective obligations under the Investment Canada Act and (iii) such other filings as may be necessary under the Securities Act or the securities or "blue sky" laws of any jurisdictionthis Agreement.

Authority; Non-Contravention. 4.2.1 (a) Each of Parent and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and Agreement, the Escrow Voting Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub of this Agreement and Agreement, the Escrow Voting Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the adoption and approval of this . This Agreement and the Merger by Parent as the sole stockholder of Merger Sub and the filing of the Certificate of Merger pursuant to Delaware Law. No approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Voting Agreement has have been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the other PartiesCompany, constitutes the valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. Assuming the due authorization, execution and delivery of the Escrow Agreement by the Company Stockholder Representative and the Escrow Agent, the Escrow Agreement, when executed and delivered by Parent and Merger Sub, will constitute the valid and binding obligations of Parent and Merger Sub, Sub enforceable against Parent and Merger Sub in accordance with its their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. 4.2.2 (b) The execution and delivery of this Agreement, the Voting Agreement and the Escrow Agreement consummation of the transactions contemplated hereby and thereby by Parent and Merger Sub does not, and the performance each of this Agreement and the Escrow Agreement by Parent and Merger Sub will not, (i) conflict with not result in any violation pursuant to any provision of the respective articles or violate the Articles certificates of Organization incorporation or By-Laws bylaws of Parent or Merger Sub or, except as to which requisite waivers or consents have been obtained and assuming the Certificate consents, approvals, authorizations or permits and filings or notifications referred to in paragraph (c) of Incorporation this Section 4.2 are duly and timely obtained or By-Laws made and the Stockholder Approval has been obtained, will not result in any violation of Merger Subany loan or credit agreement, (ii) subject to compliance with the requirements set forth in Section 4.2.3 belownote, conflict with mortgage, indenture, lease, or violate any material Legal Requirement other agreement, obligation, instrument, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or Merger Sub or by which any of their respective material properties or assets is bound or affected, 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 materially impair Parent or Merger Sub'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 a material Encumbrance on any of the properties or assets of Parent or Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective material properties or assets are bound or affectedassets. 4.2.3 (c) No consent, approval, order or authorization of, or registration, declaration or filing with with, notice to, or permit from any Governmental Entity or other Person Entity, is required by or with respect to be obtained or made by Parent or Merger Sub in connection with the execution and delivery of this Agreement or and the Escrow Voting Agreement by each of Parent and Merger Sub or the consummation by each of Parent or Merger Sub of the Mergertransactions contemplated hereby, except for the filing of (i) the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) a notification of the acquisition of control of an existing Canadian business under the Investment Canada Act and (iii) such other filings as may be necessary under the Securities Act or the securities or "blue sky" laws of any jurisdiction.

Authority; Non-Contravention. 4.2.1 (a) Each of Parent and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and the Escrow Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by Parent and Merger Sub of this Agreement and the Escrow Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the adoption and approval of this Agreement and the Merger by Parent as the sole stockholder of Merger Sub and the filing of the Certificate of Merger pursuant to Delaware Law. No approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the other PartiesCompany, constitutes the valid and binding obligations obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. Assuming the due authorization, execution and delivery of the Escrow Agreement by the Company Stockholder Representative and the Escrow Agent, the Escrow Agreement, when executed and delivered by Parent and Merger Sub, will constitute the valid and binding obligations of Parent and Merger Subrespectively, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. 4.2.2 (b) The execution and delivery of this Agreement and the Escrow Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement and the Escrow Agreement by Parent and Merger Sub will not, (i) conflict with or violate the Articles of Organization or By-Laws of Parent or the Certificate of Incorporation or By-Laws Bylaws of Parent or Merger Sub, (ii) subject to compliance with the requirements set forth in Section 4.2.3 below4.03(c), conflict with or violate any material Legal Requirement law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub or by which any of their respective material properties or assets is bound or affected, 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 under, or materially impair Parent or Merger SubParent'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 a material an Encumbrance on any of the properties or assets of Parent or Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, concession or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective material properties or assets are bound or affected. 4.2.3 No consent, approvalexcept, order or authorization ofin the case of clauses (ii) and (iii), for such conflicts, violations, breaches, defaults, impairments, or registrationrights which, declaration individually or filing with in the aggregate, would not have a Material Adverse Effect on Parent. Part 4.03(b) of the Parent Disclosure Letter list all consents, waivers and approvals under any Governmental Entity of Parent's or other Person is any of its subsidiaries' agreements, contracts, licenses or leases required to be obtained or made by Parent or Merger Sub in connection with the execution and delivery of this Agreement or the Escrow Agreement or the consummation of the Mergertransactions contemplated hereby, except for which, if individually or in the filing aggregate not obtained, would result in a material loss of (i) benefits to Parent or the Certificate of Merger with the Secretary of State Surviving Corporation as a result of the State of Delaware, (ii) a notification of the acquisition of control of an existing Canadian business under the Investment Canada Act and (iii) such other filings as may be necessary under the Securities Act or the securities or "blue sky" laws of any jurisdictionMerger.

Authority; Non-Contravention. 4.2.1 Parent (a) Each of Acquirer, Merger Sub 1 and Merger Sub have 2 has all requisite corporate power and authority to enter into this Agreement and the Escrow Agreement other Transaction Documents and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by Parent and Merger Sub of this Agreement and the Escrow Agreement other Transaction Documents and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of Parent Acquirer, Merger Sub 1 and Merger Sub, subject only to the adoption and approval of this Sub 2. This Agreement and the Merger by Parent as the sole stockholder of Merger Sub and the filing of the Certificate of Merger pursuant to Delaware Law. No approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement has other Transaction Documents have been duly executed and delivered by Parent each of Acquirer, Merger Sub 1 and Merger Sub 2 and, assuming the due authorization, execution and delivery of this Agreement by the other Partiesparties hereto, constitutes constitute the valid and binding obligations obligation of Parent and Acquirer, Merger Sub, enforceable against Parent Sub 1 and Merger Sub 2 enforceable against Acquirer, Merger Sub 1 and Merger Sub 2, respectively, in accordance with its terms, except as enforceability may be limited by subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws Applicable Law affecting the rights of creditors generally and general principles (ii) rules of equity. Assuming the due authorizationlaw governing specific performance, execution and delivery of the Escrow Agreement by the Company Stockholder Representative and the Escrow Agent, the Escrow Agreement, when executed and delivered by Parent and Merger Sub, will constitute the valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy injunctive relief and other similar laws affecting the rights of creditors generally and general principles of equityequitable remedies. 4.2.2 (b) The execution and delivery of this Agreement and the Escrow Agreement other Transaction Documents by Parent Acquirer, Merger Sub 1 and Merger Sub does 2 do not, and the performance consummation of this Agreement and the Escrow Agreement by Parent and Merger Sub Transactions will not, 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 a benefit under, or require any consent, approval or waiver from any Person pursuant to, (i) conflict with any provision of the articles or violate the Articles certificate of Organization incorporation, as applicable, or By-Laws bylaws or other equivalent organizational or governing documents of Parent Acquirer, Merger Sub 1 and Merger Sub 2, in each case as amended to date or the Certificate of Incorporation or By-Laws of Merger Sub, (ii) subject Applicable Law, except where such conflict, violation, default, termination, cancellation or acceleration, individually or in the aggregate, would not (x) be material to compliance with the requirements set forth in Section 4.2.3 below, conflict with or violate any material Legal Requirement applicable to Parent Acquirer’s or Merger Sub 1’s or by which any of Merger Sub 2’s ability to consummate the Mergers or to perform their respective material properties or assets is bound or affected, obligations under this Agreement or (iiiy) 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 materially impair Parent or Material Adverse Effect on Acquirer, Merger Sub'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 a material Encumbrance on any of the properties or assets of Parent Sub 1 or Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective material properties or assets are bound or affected2. 4.2.3 (c) No consent, approval, order or authorization of, or registration, declaration or filing with with, any Governmental Entity or any other Person is required by or with respect to be obtained or made by Parent Acquirer, Merger Sub 1 or Merger Sub 2 in connection with the execution and delivery of this Agreement or and the Escrow Agreement other Transaction Documents or the consummation of the MergerTransactions that, except for the filing of if not obtained or made, would (i) reasonably be expected to adversely affect the Certificate ability of Acquirer, Merger with Sub 1 or Merger Sub 2 to consummate the Secretary of State of the State of Delaware, Transactions or (ii) result in a notification of the acquisition of control of an existing Canadian business under the Investment Canada Act and (iii) such other filings as may be necessary under the Securities Act Material Adverse Effect on Acquirer, Merger Sub 1 or the securities or "blue sky" laws of any jurisdictionMerger Sub 2.

Authority; Non-Contravention. 4.2.1 Parent (a) Each of Acquirer, Acquirer Sub and Merger Sub have has all requisite corporate power and authority to enter into this Agreement and the Escrow Agreement other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by Parent and Merger Sub of this Agreement and the Escrow Agreement other Transaction Documents to which Acquirer, Acquirer Sub or Merger Sub is a party and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of Parent Acquirer, Acquirer Sub and Merger Sub, subject only to the adoption and approval respectively. Each of this Agreement and the Merger by Parent as the sole stockholder of other Transaction Documents to which Acquirer, Acquirer Sub or Merger Sub and the filing of the Certificate of Merger pursuant to Delaware Law. No approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement a party has been duly executed and delivered by Parent each of Acquirer, Acquirer Sub and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by the other Partiesparties hereto and thereto, constitutes the valid and binding obligations obligation of Parent Acquirer, Acquirer Sub and Merger Sub enforceable against Acquirer, Acquirer Sub and Merger Sub, enforceable against Parent and Merger Sub respectively, in accordance with its terms, except as enforceability may be limited by subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws Applicable Law affecting the rights of creditors generally and general principles (ii) rules of equity. Assuming the due authorizationlaw governing specific performance, execution and delivery of the Escrow Agreement by the Company Stockholder Representative and the Escrow Agent, the Escrow Agreement, when executed and delivered by Parent and Merger Sub, will constitute the valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy injunctive relief and other similar laws affecting the rights of creditors generally and general principles of equityequitable remedies. 4.2.2 (b) The execution and delivery of this Agreement and the Escrow Agreement by Parent and Merger Sub does not, and the performance each of this Agreement and the Escrow Agreement by Parent and Merger Sub will not, (i) conflict with or violate the Articles of Organization or By-Laws of Parent or the Certificate of Incorporation or By-Laws of Merger Sub, (ii) subject to compliance with the requirements set forth in Section 4.2.3 below, conflict with or violate any material Legal Requirement applicable to Parent or Merger Sub or by which any of their respective material properties or assets is bound or affected, 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 materially impair Parent or Merger Sub'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 a material Encumbrance on any of the properties or assets of Parent or Merger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation Transaction Documents to which Parent Acquirer, Acquirer Sub or Merger Sub is a party by Acquirer, Acquirer Sub and Merger Sub, respectively, do not, and the consummation of the Transactions will not, conflict with, or by which Parent 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 a benefit under, or require any consent, approval or waiver from any Person pursuant to, (i) any provision of the articles or certificate of incorporation, as applicable, or bylaws or other equivalent organizational or governing documents of Acquirer, Acquirer Sub and Merger Sub, in each case as amended to date or (ii) Applicable Law, except where such conflict, violation, default, termination, cancellation or acceleration, individually or in the aggregate, would not be material to Acquirer’s, Acquirer’s Sub or Merger Sub Sub’s ability to consummate the Merger or any of to perform their respective material properties obligations under this Agreement or assets are bound or affectedthe other Transaction Documents. 4.2.3 No (c) Except as required by applicable federal and state securities laws, no consent, approval, order or authorization of, or registration, declaration or filing with with, any Governmental Entity or any other Person is required by or with respect to be obtained or made by Parent Acquirer, Acquirer Sub or Merger Sub in connection with the execution and delivery of this Agreement or the Escrow Agreement any other Transaction Document that Acquirer, Acquirer Sub or Merger Sub is a party to or the consummation of the MergerTransactions that, except for if not obtained or made, would reasonably be expected to adversely affect the filing ability of (i) Acquirer, Acquirer Sub or Merger Sub to consummate the Certificate of Merger with the Secretary of State or any of the State of Delaware, (ii) a notification of the acquisition of control of an existing Canadian business under the Investment Canada Act and (iii) such other filings as may be necessary under the Securities Act or the securities or "blue sky" laws of any jurisdictionTransactions.