Common use of Authority Relative to this Agreement; No Violation Clause in Contracts

Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by the Board of Directors Parent and Merger Sub and no other proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law). (b) Other than in connection with or in compliance with (i) the provisions of the FBCA, (ii) the Exchange Act, and (iii) the HSR Act (collectively, the “Parent Approvals”), no authorization, consent or approval of, or filing with, any Governmental Entity is necessary for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement. (c) The execution and delivery by Parent and Merger Sub of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not (i) result in any violation of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, Contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or result in the creation of any Lien upon any of the properties or assets of Parent or any of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or by-laws or other equivalent organizational document, in each case as amended, of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws.

Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub Stockholder has all requisite entity power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement hereby have been duly and validly authorized by the Board governing body of Directors Parent and Merger Sub such Stockholder and no other entity proceedings on the part of Parent or Merger Sub such Stockholder are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub such Stockholder and, assuming this Agreement constitutes the valid and binding agreement of the Companylegal, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of such Stockholder, enforceable against each of Parent and Merger Sub such Stockholder in accordance with its terms, subject to except as limited by Laws affecting the effects enforcement of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, by general equitable principles (whether considered in a proceeding in equity or at Law)by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) Other than in connection with or in compliance with (i) the provisions of the FBCA, (ii) the Exchange Act, and (iii) the HSR Act (collectively, the “Parent Approvals”), no No authorization, consent consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary necessary, under applicable Law, for the consummation by Parent or Merger Sub such Stockholder of the transactions contemplated by this Agreement, except in each case, the failure of which to receive or obtain as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on such Stockholder’s ability to perform and comply with its covenants and agreements under this Agreement. (c) The execution and delivery by Parent and Merger Sub such Stockholder of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not not, (i) (A) result in any violation of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation cancellation, acceleration or acceleration put right of any material obligation or to the loss of any a material benefit under any loan, guarantee of indebtedness contract or credit agreement, note, bond, mortgage, indenture, lease, agreement, Contract, instrument, permit, concession, franchise, right agreement to which such Stockholder is a party or license binding upon Parent or any of its Subsidiaries or (B) result in the creation of any Lien Liens upon any of the properties or assets of Parent or any of its Subsidiariessuch Stockholder, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or by-laws or other equivalent organizational documentdocuments, in each case as amendedamended or restated, of Parent or any of its Subsidiaries such Stockholder or (iii) conflict with or violate any applicable LawsLaw, other than, in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on such Stockholder’s ability to perform and comply with its covenants and agreements under this Agreement.

Authority Relative to this Agreement; No Violation. (a) Each of the Parent and Merger Sub Entities has all requisite necessary power and authority to enter into execute and deliver this Agreement and each other Transaction Document to consummate the transactions contemplated be entered into by this AgreementParent and Merger Sub. The execution execution, delivery and delivery performance by Parent Entities of this Agreement and the other Transaction Documents and the consummation by each of them of the Merger and the other transactions contemplated by this Agreement hereby and thereby have been duly and validly authorized by the Board of Directors Parent and Merger Sub and no other proceedings all necessary action on the part of each Parent or Merger Sub are Entity, and no other action on the part of any Parent Entity is necessary to authorize the execution and delivery by any Parent Entity of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated herebyMerger. The Board of Directors of Parent has approved this Agreement and the Transactions, including the Merger. This Agreement has been duly and validly executed and delivered by each Parent and Merger Sub Entity and, assuming this Agreement constitutes due and valid authorization, execution and delivery hereof by Company, is the valid and binding agreement obligation of the Company, this Agreement constitutes the valid and binding agreement of each Parent and Merger Sub, Entity enforceable against each of Parent and Merger Sub them in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law)Remedies Exceptions. (b) Other than in connection with or in compliance with (i) the provisions filing of the FBCAarticles of merger with the Secretary of State of the State of Nevada, (ii) the Exchange Act, and (iii) the HSR Act Securities Act, (iv) applicable state securities, takeover and "blue sky" Laws, and (v) the approvals set forth in Section 4.2(b) of Parent Disclosure Schedule (collectively, the “"Parent Approvals”"), and, subject to the accuracy of the representations and warranties of Company in Section 3.3(b), no authorization, consent consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity or any third party is necessary for the consummation by any Parent or Merger Sub Entity of the transactions contemplated by this AgreementTransactions, except for such authorizations, consents, orders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of the Transactions. (c) The execution and delivery by Parent and Merger Sub Entities of this Agreement does do not, and the consummation of the transactions contemplated hereby Transactions and compliance with the provisions hereof will not (i) result in any loss, or suspension, limitation or impairment of any right of a Parent Entity or its Subsidiaries to own or use any assets required for the conduct of its business or result in any violation of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation cancellation, first offer, first refusal, modification or acceleration of any material obligation or to the loss of any a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract (including any Oil and Gas Lease or Oil and Gas Contract), instrument, permit, concession, franchise, right or license binding upon a Parent Entity or any of its Subsidiaries or by which or to which any of its properties, rights or assets are bound or subject, or result in the creation of any Lien Liens other than Permitted Liens, in each case, upon any of the properties or assets of a Parent Entity or any of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or by-laws incorporation, certificate of formation, bylaws, limited liability company agreement or other equivalent organizational document, in each case as amendedamended or restated, of a Parent Entity or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws.

Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including the Mergers. The execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by each of them of the Mergers have been duly and validly authorized by the Parent Board of Directors and the board of directors of Merger Sub and, assuming the accuracy of Section 3.2, no other proceedings on the part of either of Parent or Merger Sub or vote of Parent’s stockholders is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated by Mergers. The Parent Board of Directors has unanimously (i) determined that the terms of this Agreement have been and the Mergers, including the issuance of shares of Parent Common Stock in connection with the Mergers, are fair to, and in the best interests of, Parent and its stockholders, (ii) determined that it is in the best interests of Parent and its stockholders, and declared it advisable, to enter into this Agreement, (iii) duly and validly authorized approved the execution and delivery by Parent of this Agreement, the Board performance by Parent of Directors Parent its covenants and Merger Sub agreements contained herein and no other proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. Mergers upon the terms and subject to the conditions contained herein, and (iv) directed the issuance of shares of Parent Common Stock in connection with the Mergers. (b) This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of the Company, this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, Sub and is enforceable against each of Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws relating to Laws, now or hereafter in effect, affecting creditors’ rights generally, general generally and (ii) the remedy of specific performance and injunctive and other forms of equitable principles (whether considered in a relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at Law)therefor may be brought. (bc) Other than in connection with or in compliance with (i) the provisions filing of the FBCAInitial Certificate of Merger and Follow-On Certificate of Merger with the Delaware Secretary, (ii) the Exchange Actfiling of the Form S-4 (including the Proxy Statement/Prospectus) with the SEC and any amendments or supplements thereto and declaration of effectiveness of the Form S-4, and (iii) the Exchange Act, (iv) the Securities Act, (v) applicable state securities, takeover and “blue sky” laws, (vi) the rules and regulations of the Nasdaq, (vii) the HSR Act Act, (viii) the requisite clearances and approvals set forth in Section 4.3(c) of the Parent Disclosure Schedule and (ix) the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which will occur immediately following the execution of this Agreement (collectively, the “Parent Approvals”), no authorization, consent consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary necessary, under applicable Law, for the consummation by Parent or Merger Sub of the transactions contemplated by this AgreementMergers, except where the failure to obtain such consents, orders, licenses, approvals, authorizations or permits of, or to make such filings, declarations, registrations with or notifications to, any Governmental Entity, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or prevent the consummation of the Mergers. (cd) The execution and delivery by Parent and Merger Sub of this Agreement does not, and (assuming the Parent Approvals are obtained) the consummation of the transactions contemplated hereby Mergers and compliance by Parent and Merger Sub with the provisions hereof of this Agreement will not not, (i) result in any loss, or suspension, limitation or impairment of any right of Parent or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation of, or default (default, with or without notice or lapse of time, time or both) under, require consent under, or give rise to a right of termination, cancellation cancellation, first offer, first refusal, modification or acceleration of any obligation or to the loss of any a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, Contract, instrument, permit, concession, franchise, right or license material Contract that is binding upon Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Lien Liens other than Permitted Liens, in each case, upon any of the properties or assets of Parent or any of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or by-laws or other equivalent organizational document, in each case as amended, of Parent or any of its Subsidiaries Organizational Documents or (iii) conflict with or violate any applicable LawsLaws except, in the case of clauses (i) and (iii), for such losses, suspensions, limitations, impairments, conflicts, violations, defaults, terminations, cancellation, first offers, first refusals, modifications, accelerations, losses of benefits or Liens as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or to prevent Parent from performing its obligations under this Agreement or consummating the Mergers.

Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub Such Stockholder has all requisite entity power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement hereby have been duly and validly authorized by the Board governing body of Directors Parent and Merger Sub such Stockholder and no other entity proceedings on the part of Parent or Merger Sub such Stockholder are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub such Stockholder and, assuming this Agreement constitutes the valid and binding agreement of the Companylegal, this Agreement constitutes the valid and binding agreement of Parent and Merger SubSubs, constitutes the legal, valid and binding agreement of such Stockholder, enforceable against each of Parent and Merger Sub such Stockholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditorsCreditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law)Rights. (b) Other than in connection with or in compliance with (i) the provisions of the FBCA, (ii) the Exchange Act, and (iii) the HSR Act (collectively, the “Parent Approvals”), no No authorization, consent consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary necessary, under applicable Law, for the consummation by Parent or Merger Sub such Stockholder of the transactions contemplated hereby. Nothing herein shall preclude a Stockholder from making such filings as are required by applicable Law in connection with the entering into of this Agreement, including an amendment to any Schedule 13D or Schedule 13G previously filed by a Stockholder with the SEC. (c) The execution and delivery by Parent and Merger Sub such Stockholder of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not not, (i) (1) result in any violation of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation cancellation, acceleration or acceleration put right of any material obligation or to the loss of any a material benefit under any loan, guarantee of indebtedness Contract or credit agreement, note, bond, mortgage, indenture, lease, agreement, Contract, instrument, permit, concession, franchise, right agreement to which such Stockholder is a party or license binding upon Parent or any of its Subsidiaries or (2) result in the creation of any Lien Liens upon any of the properties or assets of Parent or any of its Subsidiariessuch Stockholder, (ii) if applicable, conflict with or result in any material violation of any provision of the certificate of incorporation or by-laws or other equivalent organizational documentOrganizational Documents, in each case as amendedamended or restated, of Parent or any of its Subsidiaries such Stockholder or (iii) conflict with or materially violate any applicable LawsLaw, other than, in the case of clauses (i) and (iii), any such material violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on such Stockholder’s ability to perform and comply with its covenants and agreements under this Agreement.

Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, including the Financing. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement Agreement, including the Financing, have been duly and validly authorized by the Board Boards of Directors of Parent and Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated herebyhereby (other than the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Sub, which shall occur promptly after the execution and delivery of this Agreement). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law)) and any implied covenant of good faith and fair dealing. (b) Other than in connection with or in compliance with (i) the provisions of the FBCADGCL, or any applicable Delaware anti-takeover or investor protection statute, (ii) the applicable requirements of the Securities Act and Exchange ActAct and any related filings or approvals under applicable state securities Laws, and (iii) the HSR Act and the applicable Laws relating to antitrust matters, and (collectively, iv) applicable filings with and approvals of the “Parent Approvals”)FCC pursuant to the Communications Act and FCC rules, no authorization, consent consent, approval or approval order of, or filing with, or notification to, any Governmental Entity is necessary for in connection with the execution, delivery and performance of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals, orders, filings or notices that, if not obtained or made, would not, individually or in the aggregate, have a Parent Material Adverse Effect. (c) The execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement does not, and the consummation of the transactions contemplated hereby hereby, including the Financing, and compliance with the provisions hereof will not (i) result in any breach or violation of, or default under (with or without notice or lapse of time, or both) under), require consent under, or give rise to a right of termination, cancellation cancellation, modification or acceleration of any obligation or to the loss of any benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, Contract, instrument, permit, concession, franchise, right or license Contract binding upon Parent or any of its Subsidiaries Merger Sub or result in the creation of any Lien upon any of the properties properties, assets or assets rights of Parent or any of its SubsidiariesMerger Sub, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or by-laws or other equivalent organizational documentlaws, in each case as amended, of Parent or any of its Subsidiaries Merger Sub or (iii) conflict with or violate any applicable Laws, other than, in the case of clauses (i) and (iii), as would not, individually or in the aggregate, have a Parent Material Adverse Effect.

Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub The Company has all the requisite limited liability power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement hereby have been duly and validly authorized by the Board and, except for the filing of Directors Parent the Certificate of Merger with the Secretary of State of the State of Delaware and Merger Sub and adoption of this Agreement by the Members, no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize the consummation of the transactions contemplated hereby. The Board has resolved to recommend that the Members approve this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to the effects of except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws laws of general application affecting or relating to or affecting the enforcement of creditors’ rights generallygenerally and (ii) is subject to general principles of equity, general equitable principles (whether considered in a proceeding at law or in equity or at Lawequity, and any implied covenant of good faith and fair dealing (the “Bankruptcy and Equity Exception”). (b) Other than in connection with or in compliance with (i) the provisions of the FBCA, (ii) the Exchange Act, and (iiiii) applicable state and local statutes and regulations as listed in Section 4.4(b) of the HSR Act Company Disclosure Schedule (collectively, the “Parent Company Approvals”), no material authorization, consent or approval of, or filing with, any Governmental Entity is necessary necessary, under applicable Law, for the consummation by Parent or Merger Sub the Company of the transactions contemplated by this Agreement. In the case of the Company Approvals referred to in clause (ii) above, no approvals shall not be considered Company Approvals, if the failure to obtain any authorization, consent or approval of, or to make any filing with, any Governmental Entity that is necessary, under applicable Law, for the consummation by the Company of the transactions contemplated by this Agreement would not reasonably be expected to have a Material Adverse Effect on the Company or its Subsidiaries or result in a criminal penalty imposed by any Governmental Entity. (c) The Except as set forth on Section 4.4(c) of the Company Disclosure Schedule, the execution and delivery by Parent and Merger Sub the Company of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof by the Company will not not, (i) result in any material violation of, or material default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation or acceleration of any obligation material obligation, payment for any material consent or similar fee, or to the loss of any material benefit under any material loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, Contractcontract, instrument, permit, concession, franchise, right or license binding upon Parent the Company or any of its Subsidiaries or result in the creation of any material Lien upon any of the properties or assets of Parent the Company or any of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the certificate Governing Documents of incorporation or by-laws or other equivalent organizational document, in each case as amended, of Parent the Company or any of its Subsidiaries or (iii) assuming that the consents and approvals referred to in Section 4.4(b) are duly obtained, conflict with or violate in any material respect any applicable Laws.

Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub Burlington has all requisite power and authority to enter into this Agreement and to carry out the provisions hereof and consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement hereby have been duly and validly authorized by the Board of Directors Parent and Merger Sub and no of Burlington. No other organizational proceedings on the part of Parent or Merger Sub Burlington are necessary to authorize the consummation of the transactions contemplated hereby. hereby on behalf of Burlington. (b) This Agreement has been duly and validly executed and delivered by Parent Burlington and Merger Sub and, assuming this Agreement constitutes the a valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger SubBurlington, enforceable against each of Parent and Merger Sub it in accordance with its terms, subject to the effects of except that enforcement hereof may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and moratorium, fraudulent conveyance or other similar Laws laws now or hereafter in effect relating to or affecting creditors’ rights generally, generally and (ii) general equitable principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity or at Lawequity). (bc) Burlington is not subject to, or obligated under, any charter, bylaw or contractual provision or any license, franchise or permit, or subject to any statute, regulation, rule, injunction, ruling, order or decree or other restriction, that, by its terms, would be breached or violated or would result in a default under (with or without notice or lapse of time or both), or result in the imposition of a Lien or would accelerate any payment or obligation, trigger any right of first refusal or other purchase right as a result of Burlington executing or carrying out the transactions contemplated by this Agreement, except for any breaches or violations that would not, individually or in the aggregate, have a Material Adverse Effect on the Company or substantially impair or delay the consummation of the transactions contemplated hereby. Other than in connection with or in compliance with (i) the provisions of the FBCA, (ii) the Exchange Act, and (iii) the HSR Act (collectively, the “Parent Approvals”)MGCL, no authorization, consent or approval of, or filing with, any Governmental Entity Authority or third party is necessary for the consummation by Parent or Merger Sub Burlington of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings the failure to obtain or make which would not, individually or in the aggregate, have a Material Adverse Effect on the Company or substantially impair or delay the consummation of the transactions contemplated hereby. (cd) The execution and delivery by Parent and Merger Sub of this Agreement does not, by Burlington and the consummation of the transactions contemplated hereby do not and compliance shall not, with or without the provisions hereof will not giving of notice or the passage of time, (i) violate, conflict with, or result in any violation a breach of, or a default (with or without notice or lapse loss of time, or both) rights under, require consent underany material covenant, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, Contract, instrument, permit, concession, franchise, right permit or license binding upon Parent to which Burlington is a party or by which Burlington or any of its Subsidiaries shares of Company Common Stock are bound, or any judgment, order, decree, law, rule or regulation to which Burlington or such shares are subject or (ii) result in the creation of of, or give any party any right to create, any Lien or any other right or adverse interest upon any of the properties or assets of Parent or any of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or by-laws or other equivalent organizational document, in each case as amended, of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable Lawssuch shares.

Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by the Board of Directors Parent and Merger Sub and no other proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law). (b) Other than in connection with or in compliance with (i) the provisions of the FBCA, (ii) the Exchange Act, and (iii) the HSR Act (collectively, the “Parent Approvals”), no authorization, consent or approval of, or filing with, any Governmental Entity is necessary for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement. (c) The execution and delivery by Parent and Merger Sub of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not (i) result in any violation of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, Contract, instrument, permit, concession, franchise, right or license binding upon Parent or any of its Subsidiaries or result in the creation of any Lien upon any of the properties or assets of Parent or any of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or by-laws or other equivalent organizational document, in each case as amended, of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws.

Authority Relative to this Agreement; No Violation. (ai) Each of Parent and Merger Sub Mavericks has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement hereby have been duly and validly authorized by the Board board of Directors Parent and Merger Sub directors of Mavericks and no other corporate proceedings on the part of Parent or Merger Sub Mavericks are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Mavericks and, assuming this Agreement constitutes the legal, valid and binding agreement of the CompanyStockholder, this Agreement constitutes the legal, valid and binding agreement of Parent and Merger SubMavericks, enforceable against each of Parent and Merger Sub Mavericks in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law)Enforceability Exceptions. (b) Other than in connection with or in compliance with (i) the provisions of the FBCA, (ii) Except as contemplated by the Exchange Act, and (iii) the HSR Act (collectively, the “Parent Approvals”)Merger Agreement, no authorization, consent consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary necessary, under applicable Law, for the consummation by Parent or Merger Sub Mavericks of the transactions contemplated by this Agreement. (ciii) The execution and delivery by Parent and Merger Sub Mavericks of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not not, (i1) (A) result in any violation of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation cancellation, acceleration or acceleration put right of any material obligation or to the loss of any a material benefit under any loan, guarantee of indebtedness contract or credit agreement, note, bond, mortgage, indenture, lease, agreement, Contract, instrument, permit, concession, franchise, right agreement to which Mavericks is a party or license binding upon Parent or any of its Subsidiaries or (B) result in the creation of any Lien Liens upon any of the properties or assets of Parent or any of its SubsidiariesMavericks, (ii2) conflict with or result in any violation of any provision of the certificate of incorporation or by-laws or other equivalent organizational documentbylaws, in each case as amendedamended or restated, of Parent or any of its Subsidiaries Mavericks or (iii3) conflict with or violate any applicable LawsLaw, other than, in the case of clauses (1) and (3), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Mavericks’ ability to perform and comply with its covenants and agreements under this Agreement.