Common use of Authorization; Binding Effect Clause in Contracts

Authorization; Binding Effect. (i) Such Shareholder and, if such Shareholder is also acting as the Shareholders’ Representative, the Shareholders’ Representative has the legal capacity and authority to execute this Agreement and the Transaction Documents to which such Shareholder is a party and to consummate the transactions contemplated hereby and thereby, (ii) if such Shareholder is a Trust, the Persons executing this Agreement and the other Transaction Documents on behalf of such Trust constitute all the Trustees of such Trust and are authorized to act on behalf of such Trust and (iii) if such Shareholder is a Trust, each Trustee of such Trust has the legal capacity and authority, including the requisite power and authority under the applicable Declaration of Trust, and is competent to execute and deliver this Agreement and the other Transaction Documents to which such Trust is a party on behalf of such Trust in his or her capacity as a Trustee of such Trust and to perform his or her obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Shareholder of this Agreement and the Transaction Documents to which such Shareholder is a party, the performance by such Shareholder of such Shareholder’s obligations hereunder and thereunder and the consummation by such Shareholder of the transactions contemplated hereby and thereby have been duly authorized by all requisite action, if any, on the part of such Shareholder. Each Transaction Document to which such Shareholder is a party has been duly executed and delivered by such Shareholder, and (assuming due authorization, execution and delivery by the other parties) constitutes a legal, valid and binding obligation of such Shareholder enforceable against such Shareholder in accordance with its terms, in each case subject to the effect, if any, of (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights or remedies of creditors or (ii) general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief). If such Shareholder is married and the Shares set forth opposite such Shareholder’s name on Schedule 2.1 constitute community property under applicable laws, this Agreement has been duly authorized, executed and delivered by, and constitutes the valid and binding agreement of such Shareholder’s spouse.

Authorization; Binding Effect. (i) Such Shareholder and, if such Shareholder is also acting as the Shareholders’ Representative, the Shareholders’ Representative Each of Parent and each Seller Party has the legal capacity corporate power and authority to execute execute, deliver and perform this Agreement and the Transaction Documents to which such Shareholder is a party agreements, contracts and to consummate the transactions contemplated hereby and thereby, (ii) if such Shareholder is a Trust, the Persons executing this Agreement documents executed and/or delivered pursuant hereto by Parent and the other Transaction Documents on behalf of such Trust constitute all the Trustees of such Trust and are authorized to act on behalf of such Trust and (iii) if such Shareholder is a Trust, each Trustee of such Trust has the legal capacity and authority, including the requisite power and authority under the applicable Declaration of Trust, and is competent to execute and deliver this Agreement and the other Transaction Documents to which such Trust is a party on behalf of such Trust in his or her capacity as a Trustee of such Trust Seller Parties and to perform his or her its obligations hereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution execution, delivery and delivery by such Shareholder performance of this Agreement Agreement, the agreements, contracts and documents executed and/or delivered pursuant hereto by Parent and the Transaction Documents to which such Shareholder is a party, the performance by such Shareholder of such Shareholder’s obligations hereunder and thereunder Seller Parties and the consummation by such Shareholder of the transactions contemplated hereby Transaction have been, and thereby have been as of the Closing Date will be, duly authorized by all requisite action, if any, necessary corporate action on the part of such ShareholderParent and the Seller Parties and no additional authorization (except as contemplated by Section 3.3) on the part of Parent or the Seller Parties is necessary in connection with the execution, delivery and performance of this Agreement, the agreements, contracts and documents executed and/or delivered pursuant hereto by Parent or the Seller Parties and the consummation of the Transaction. Each Transaction Document to which such Shareholder is a party has been This Agreement and the agreements, contracts and documents executed and/or delivered pursuant hereto by Parent and the Seller Parties have been, or in the case of agreements, documents and contracts entered into as of the Closing Date will have been, duly executed and delivered by such ShareholderParent and the Seller Parties and constitutes, or in the case of agreements, documents and (assuming due authorizationcontracts entered into as of the Closing Date will constitute, execution and delivery by the other parties) constitutes a legal, valid and binding obligation of such Shareholder Parent and each Seller Party, enforceable against Parent and such Shareholder Seller Party in accordance with its termstheir terms and conditions, in each case subject to the effect, if any, of (i) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer, moratorium or conveyance and other similar laws relating to or Laws of general application affecting the rights or remedies of creditors or (ii) general generally and applicable rules and principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief). If such Shareholder is married and the Shares set forth opposite such Shareholder’s name on Schedule 2.1 constitute community property under applicable laws, this Agreement has been duly authorized, executed and delivered by, and constitutes the valid and binding agreement of such Shareholder’s spouse.

Authorization; Binding Effect. (i) Such Shareholder andThe execution, if such Shareholder is also acting as delivery and performance by the Shareholders’ Representative, the Shareholders’ Representative has the legal capacity and authority to execute Company of this Agreement and the Transaction Documents to which such Shareholder is a party Agreements, and to consummate the consummation and performance by the Company of the transactions contemplated hereby and thereby, (ii) if such Shareholder is a Trust, the Persons executing this Agreement and the other Transaction Documents on behalf of such Trust constitute all the Trustees of such Trust and are authorized to act on behalf of such Trust and (iii) if such Shareholder is a Trust, each Trustee of such Trust has the legal capacity and authority, including the requisite power and authority under the applicable Declaration of Trust, and is competent to execute and deliver this Agreement and the other Transaction Documents to which such Trust is a party on behalf of such Trust in his or her capacity as a Trustee of such Trust and to perform his or her obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Shareholder of this Agreement and the Transaction Documents to which such Shareholder is a party, the performance by such Shareholder of such Shareholder’s obligations hereunder and thereunder and the consummation by such Shareholder of the transactions contemplated hereby and thereby have been duly authorized by all requisite action, if any, on necessary limited liability company action of the part Company. This Agreement and each of such Shareholder. Each the Transaction Document to which such Shareholder is a party has Agreements executed and delivered by the Company have been duly executed and delivered by such Shareholder, and (assuming due authorization, execution and delivery by the other parties) constitutes a constitute legal, valid and binding obligation obligations of such Shareholder the Company, enforceable against such Shareholder in accordance with its their respective terms, in each case subject to except as the effect, if any, of (i) enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights or remedies of creditors or generally and by general equitable principles (ii) general principles regardless of equity, whether such enforceability is considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relieflaw). If such Shareholder is married All proceedings or actions required to be taken by the Company relating to the execution and 4 delivery of this Agreement and the Shares set forth opposite such Shareholder’s name on Schedule 2.1 constitute community property under applicable laws, this Agreement has been duly authorized, Transaction Agreements to be executed and delivered byat the Closing and to the consummation and performance of the transactions contemplated hereby and thereby at the Closing have been taken. The issuance and/or sale of the Common Units to the Purchasers is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. 3.03. Capitalization of the Company and Title to Units. (a) Schedule 3.03 sets forth the equity capitalization of the Company immediately following the Closing. (b) Other than as set forth on Schedule 3.03, there are no other holders of equity securities of the Company and no other instruments, rights, warrants or options exercisable for or convertible into equity securities of the Company or containing any profit participation features and there are no other commitments, whether oral or in writing, of any kind, for the issuance, purchase or exchange of, or for any other right to acquire equity securities or options, warrants or other securities of the Company. Other than as set forth in the LLC Agreement, the Redemption Agreement and the Securityholders Agreement, there are no (x) outstanding obligations of the Company (contingent or otherwise) to repurchase or otherwise acquire or retire any equity securities of the Company or any warrants, options or other rights to acquire its equity securities or (y) voting trusts, proxies or other agreements among the unitholders of the Company with respect to the voting or transfer of the Company’s equity securities. (c) The Common Units are entitled to the rights, restrictions, privileges and preferences of such securities set forth in the LLC Agreement. After giving effect to this Agreement, the Common Units to be issued to the Purchasers hereunder have been duly and validly authorized and issued, and constitutes upon payment of the valid Purchase Price specified herein, will be fully paid, nonassessable and binding agreement subject to no preemptive rights or restrictions on transfer other than restrictions on transfer under this Agreement, the Transaction Agreements and applicable federal and state securities laws. None of such Shareholder’s spousethe Common Units were issued at the Closing in violation of the Securities Act, or the securities laws of any state or other jurisdiction.

Authorization; Binding Effect. (ia) Such Shareholder and, if such Shareholder is also acting as the Shareholders’ Representative, the Shareholders’ Representative has the legal capacity and authority Subject to execute obtaining board and/or shareholder approval of this Agreement and the Transaction Documents prior to which such Shareholder is a party and to consummate the transactions contemplated hereby and thereby, (ii) if such Shareholder is a Trust, the Persons executing this Agreement and the other Transaction Documents on behalf of such Trust constitute all the Trustees of such Trust and are authorized to act on behalf of such Trust and (iii) if such Shareholder is a TrustClosing, each Trustee of such Trust Seller has the legal capacity and authority, including the all requisite power and authority under the applicable Declaration of Trust, and is competent to execute and deliver this Agreement and the other Transaction Documents each Collateral Agreement to which such Trust it is or will be a party on behalf of such Trust in his or her capacity as a Trustee of such Trust and to perform his or her obligations hereunder and to consummate effect the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by such Shareholder D-Vasive of this Agreement and the Transaction Documents each Collateral Agreement to which such Shareholder it is or will be a party, the performance by such Shareholder of such Shareholder’s obligations hereunder and thereunder party and the consummation by such Shareholder D-Vasive of the transactions contemplated hereby and thereby have been duly authorized and validly approved by all requisite actionD-Vasive’s shareholders and board of directors, if any, and no other company actions or proceedings on the part of such Shareholder. Each Transaction Document D-Vasive or any Affiliate of D-Vasive are necessary to authorize the execution, delivery and performance by D-Vasive of this Agreement or the Collateral Agreements to which such Shareholder it is or will be a party has or the transactions contemplated hereby and thereby save and except shareholder approval. (b) Sellers have duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreements to which Sellers are or will be a Party have been duly executed and delivered by such Shareholder, and Sellers (assuming due authorizationexecution by Buyer, execution Parent and delivery by the any party to such agreements other parties) constitutes a legalthan Sellers), this Agreement and each such Collateral Agreement will constitute valid and legally binding obligation obligations of such Shareholder Sellers, enforceable against such Shareholder Sellers in accordance with its their respective terms, in each case except as such agreements may be subject to the effect, if any, of (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent transfer, moratorium or and other similar laws and equitable principles relating to or affecting or qualifying the rights or remedies of creditors or (ii) generally and general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief). If such Shareholder is married and the Shares set forth opposite such Shareholder’s name on Schedule 2.1 constitute community property under applicable laws, this Agreement has been duly authorized, executed and delivered by, and constitutes the valid and binding agreement of such Shareholder’s spouse.

Authorization; Binding Effect. (ia) Such Shareholder and, if such Shareholder is also acting as the Shareholders’ RepresentativeEach Seller, the Shareholders’ Representative Company and each Affiliate of the Sellers (other than the Company) executing any Ancillary Agreement or that has the legal capacity title to a Transferred Asset or is a party to an Assigned Contract, has all requisite corporate power and authority to execute execute, deliver and perform this Agreement Agreement, has all requisite corporate power and authority to execute, deliver and perform the Transaction Documents Ancillary Agreements to which such Shareholder is it will be a party and to consummate the transactions contemplated hereby and thereby, (ii) if such Shareholder is a Trust, the Persons executing this Agreement and the other Transaction Documents on behalf of such Trust constitute all the Trustees of such Trust execution, delivery and are authorized to act on behalf of such Trust and (iii) if such Shareholder is a Trust, each Trustee of such Trust has the legal capacity and authority, including the requisite power and authority under the applicable Declaration of Trust, and is competent to execute and deliver this Agreement and the other Transaction Documents to which such Trust is a party on behalf of such Trust in his or her capacity as a Trustee of such Trust and to perform his or her obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Shareholder performance of this Agreement and the Transaction Documents Ancillary Agreements to which such Shareholder is it will be a party, the performance by such Shareholder of such Shareholder’s obligations hereunder and thereunder party and the consummation by such Shareholder of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite action, if any, corporate action on the part of such Shareholder. Each Transaction Document to which such Shareholder is a party each Seller, the Company and each Affiliate, as applicable. (b) This Agreement has been duly executed and delivered by such Shareholdereach Seller and this Agreement is, and (assuming due authorizationthe Ancillary Agreements to which each Seller, execution the Company or any Affiliate of the Sellers will be a party when duly executed and delivery delivered by each Seller, the other parties) constitutes a legalCompany or any such Affiliate of the Sellers, as applicable, will be, valid and legally binding obligation obligations of each Seller, the Company or any such Shareholder Affiliate of the Sellers, enforceable against each Seller, the Company or any such Shareholder Affiliate of the Sellers in accordance with its their respective terms, in each case subject except to the effect, if any, of (i) extent that enforcement hereby and thereof may be affected by bankruptcy, insolvencyreorganization, reorganizationmoratorium, fraudulent transfer, moratorium or other insolvency and similar laws relating to or Laws of general application affecting the rights or and remedies of creditors or and by general equity principles. (iic) general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief). If such Shareholder is married The entry into this Agreement and the Shares set forth opposite such Shareholder’s name on Schedule 2.1 constitute community property Transactions does not require a vote of the stockholders of Equity Seller under any applicable laws, this Agreement has been duly authorized, executed and delivered by, and constitutes the valid and binding agreement of such Shareholder’s spouseLaw.

Authorization; Binding Effect. (i) Such Shareholder andNO BREACH Each Seller's execution, if such Shareholder is also acting as the Shareholders’ Representative, the Shareholders’ Representative has the legal capacity delivery and authority to execute this Agreement and the performance of each Transaction Documents Document to which such Shareholder Seller is a party and to consummate the transactions contemplated hereby and thereby, (ii) if such Shareholder is a Trust, the Persons executing this Agreement and the other Transaction Documents on behalf of such Trust constitute all the Trustees of such Trust and are authorized to act on behalf of such Trust and (iii) if such Shareholder is a Trust, each Trustee of such Trust has the legal capacity and authority, including the requisite power and authority under the applicable Declaration of Trust, and is competent to execute and deliver this Agreement and the other Transaction Documents to which such Trust is a party on behalf of such Trust in his or her capacity as a Trustee of such Trust and to perform his or her obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Shareholder of this Agreement and the Transaction Documents to which such Shareholder is a party, the performance by such Shareholder of such Shareholder’s obligations hereunder and thereunder and the consummation by such Shareholder of the transactions contemplated hereby and thereby have been duly authorized by all requisite action, if any, on the part of such ShareholderSeller. Each Transaction Document to which such Shareholder Seller or any of the Stockholders is a party has been duly executed and delivered by such Shareholder, and (assuming due authorization, execution and delivery by the other parties) constitutes a legal, valid and binding obligation of such Shareholder Person which is enforceable against such Shareholder in accordance with its terms. Except as set forth on the attached Consents Schedule, in each case subject the execution, delivery and performance of the Transaction Documents to the effect, if any, of which such Seller or Stockholder is a party do not and will not (i) bankruptcyconflict with or result in a breach of the terms, insolvencyconditions or provisions of, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights or remedies of creditors or (ii) general principles constitute a default under, (iii) result in the creation of equityany Lien upon any of the ICMS Acquired Assets, whether considered BRTI Acquired Assets or SWLP Acquired Assets under, (iv) give any third party the right to modify, terminate or accelerate any ICMS Assumed Liability, BRTI Assumed Liability, SWLP Assumed Liability or other liability or obligation of such Seller or Stockholder under, (v) result in a proceeding in equity violation of, or at law (including vi) require any authorization, consent, approval, exemption or other action by or declaration or notice to any Governmental Entity pursuant to, the possible unavailability charter or bylaws of specific performance such Seller or injunctive relief)any agreement, instrument or other document, or any Legal Requirement, to which such Seller, Stockholder or any of such Seller's assets is subject. If such Shareholder is married and Without limiting the Shares generality of the foregoing, except as set forth opposite on the attached Consents Schedule, neither such Shareholder’s name on Schedule 2.1 constitute community property under applicable lawsSeller, this Agreement Stockholder nor any Affiliate of any of them has been duly authorizedentered into any agreement, executed and delivered byor is bound by any obligation of any kind whatsoever, directly or indirectly to transfer or dispose of (whether by sale of stock or assets, assignment, merger, consolidation or otherwise) the ICMS Business, the BRTI Business, the SWLP Business, the ICMS Acquired Assets, the BRTI Acquired Assets or the SWLP Acquired Assets (or any substantial portion thereof) to any Person other than the Purchaser, and constitutes neither such Seller nor Stockholder has entered into any agreement, nor is it bound by any obligation of any kind whatsoever, to issue any capital stock of the valid and binding agreement of such Shareholder’s spouseSellers to any Person.

Authorization; Binding Effect. (ia) Such Shareholder and, if such Shareholder is also acting as the Shareholders’ Representative, the Shareholders’ Representative has the legal capacity Buyer and authority to execute this Agreement and the Transaction Documents to which such Shareholder is a party and to consummate the transactions contemplated hereby and thereby, (ii) if such Shareholder is a Trust, the Persons executing this Agreement and the other Transaction Documents on behalf of such Trust constitute Parent have all the Trustees of such Trust and are authorized to act on behalf of such Trust and (iii) if such Shareholder is a Trust, each Trustee of such Trust has the legal capacity and authority, including the requisite corporate power and authority under the applicable Declaration of Trust, and is competent to execute and deliver this Agreement and the other Transaction Documents each Collateral Agreement to which such Trust is a party on behalf of such Trust in his they are or her capacity as a Trustee of such Trust will be parties and to perform his or her obligations hereunder and to consummate effect the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by such Shareholder Buyer and Parent of this Agreement and the Transaction Documents each Collateral Agreement to which such Shareholder is a party, the performance by such Shareholder of such Shareholder’s obligations hereunder and thereunder they are or will be parties and the consummation by such Shareholder Buyer and Parent of the transactions contemplated hereby and thereby have been duly authorized and validly approved by all requisite actionBuyer’s and Parent’s boards of directors, if any, and no other corporate actions or proceedings on the part of such Shareholder. Each Transaction Document Buyer or Parent are necessary to authorize the execution, delivery and performance by Buyer of this Agreement or the Collateral Agreements to which such Shareholder is they are or will be parties or the transactions contemplated hereby and thereby. (b) Buyer and Parent have duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreements to which Buyer and Parent are or will be a party has have been duly executed and delivered by such Shareholder, Buyer and Parent and (assuming due authorizationexecution by Sellers), execution this Agreement and delivery by the other parties) constitutes a legal, each such Collateral Agreement to which they are parties will constitute valid and legally binding obligation obligations of such Shareholder Buyer and Parent, enforceable against such Shareholder them in accordance with its their respective terms, in each case except as such agreements may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the effectrights of creditors generally and general principles of equity (c) As of the date hereof, the authorized capital stock of Parent is 300,000,000 shares of common stock, par value $0.0001 per share, of which 72,631,021 (inclusive of the Purchase Price Shares) are issued and outstanding, and 100,000,000 shares of preferred stock, par value $0.0001 per share, of which 40,800,022 are issued and outstanding. Except as otherwise disclosed herein or as disclosed in the SEC Documents, (i) no shares of Parent's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by Parent, (ii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any shares of capital stock of Parent or any of its subisidiaries, or contracts, commitments, understandings or arrangements by which Parent or any of its subisidiaries is or may become bound to issue additional shares of capital stock of Parent or any of its subisidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of Parent or any of its subisidiaries, (iv) other than as disclosed in the SEC Documents, there are no agreements or arrangements under which Parent or any of its subisidiaries is obligated to register the sale of any of their securities under the Securities Act, (v) there are no outstanding securities or instruments of Parent or any of its subisidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which Parent or any of its subisidiaries is or may become bound to redeem a security of Parent or any of its subisidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchase Price as described in this Agreement, as applicable, and (vii) Parent does not have any restricted stock units, stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement. Parent has furnished to the Sellers (and its designees) true and correct copies of Parent's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and Parent's Bylaws, as amended and as in effect on the date hereof (the "Bylaws"), and the SEC Documents disclose summaries of the terms of all securities convertible into or exercisable for Common Stock, if any, and copies of (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting any documents containing the material rights or remedies of creditors or (ii) general principles of equity, whether considered the holders thereof in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief). If such Shareholder is married and the Shares set forth opposite such Shareholder’s name on Schedule 2.1 constitute community property under applicable laws, this Agreement has been duly authorized, executed and delivered by, and constitutes the valid and binding agreement of such Shareholder’s spouserespect thereto.

Authorization; Binding Effect. (i) Such Shareholder and, if such Shareholder is also acting as the Shareholders’ Representative, the Shareholders’ Representative has the legal capacity The execution and authority to execute this Agreement delivery by each of Seller and the Transaction Documents to which such Shareholder is a party and to consummate the transactions contemplated hereby and thereby, (ii) if such Shareholder is a Trust, the Persons executing this Agreement and the other Transaction Documents on behalf Company of such Trust constitute all the Trustees of such Trust and are authorized to act on behalf of such Trust and (iii) if such Shareholder is a Trust, each Trustee of such Trust has the legal capacity and authority, including the requisite power and authority under the applicable Declaration of Trust, and is competent to execute and deliver this Agreement and the other Transaction Documents to which such Trust it is a party on behalf of such Trust in his or her capacity as a Trustee of such Trust and to perform his or her obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Shareholder of this Agreement and the Transaction Documents to which such Shareholder is a party, the performance by such Shareholder of such Shareholder’s its obligations hereunder and thereunder and the consummation by such Shareholder of the transactions contemplated hereby and thereby have been duly authorized by all requisite action, if any, corporate action on the part of each of Seller and the Company. No other corporate proceedings on the part of Seller or the Company are required in connection with the execution, delivery and performance by either of such Shareholder. Each parties of the Transaction Document Documents to which such Shareholder it is a party or the consummation by either of such parties of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Shareholdereach of Seller and the Company and, and (assuming due authorization, execution and delivery hereof by the other parties) Purchaser, this Agreement constitutes a legal, valid and binding obligation of such Shareholder each of Seller and the Company enforceable against such Shareholder each of Seller and the Company in accordance with its terms, in each case subject to the effect, if any, of except as may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the creditors rights or remedies of creditors or generally and (ii) general principles of equity, equity (regardless of whether enforceability is considered in a proceeding in equity or at law (including or in equity).Each Included Subsidiary and each member of the possible unavailability Seller Group that is a party to a Transaction Document has all requisite corporate or other organizational power and authority to execute and deliver the Transaction Documents to which it is a party and to consummate the transactions contemplated thereby and perform its obligations thereunder. No other corporate proceedings on the part of specific performance any Included Subsidiary or injunctive relief). If member of the Seller Group that is a party to a Transaction Document are necessary to approve and authorize the execution and delivery of the Transaction Documents to which such Shareholder Included Subsidiary or member of the Seller Group is married a party and the Shares set forth opposite such Shareholder’s name on Schedule 2.1 constitute community property under applicable laws, this Agreement has consummation of the transactions contemplated thereby. The Transaction Documents to which any Acquired Company or member of the Seller Group is a party will have been duly authorized, executed and delivered by, at the Closing by the Acquired Company or member of the Seller Group that is a party thereto and constitutes will constitute the valid and binding agreement agreements of such Shareholder’s spouseAcquired Company or member of the Seller Group, enforceable in accordance with their respective terms, except as may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other laws relating to creditors rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Binding Effect. (ia) Such Shareholder and, if such Shareholder is also acting as the Shareholders’ Representative, the Shareholders’ Representative Seller has the legal capacity all requisite corporate power and authority to execute execute, deliver and perform this Agreement and Seller and any of its Affiliates executing any Ancillary Agreement have all requisite corporate power and authority to execute, deliver and perform the Transaction Documents Ancillary Agreements to which such Shareholder is it will be a party and to consummate the transactions contemplated hereby and thereby, (ii) if such Shareholder is a Trust, the Persons executing this Agreement and the other Transaction Documents on behalf of such Trust constitute all the Trustees of such Trust execution, delivery and are authorized to act on behalf of such Trust and (iii) if such Shareholder is a Trust, each Trustee of such Trust has the legal capacity and authority, including the requisite power and authority under the applicable Declaration of Trust, and is competent to execute and deliver this Agreement and the other Transaction Documents to which such Trust is a party on behalf of such Trust in his or her capacity as a Trustee of such Trust and to perform his or her obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Shareholder performance of this Agreement and the Transaction Documents Ancillary Agreements to which such Shareholder is it will be a party, the performance by such Shareholder of such Shareholder’s obligations hereunder and thereunder party and the consummation by such Shareholder of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite action, if any, corporate action on the part of such Shareholder. Each Transaction Document to which such Shareholder is a party Seller and its Affiliates, as applicable. (b) This Agreement has been duly executed and delivered by such ShareholderSeller and this Agreement is, and (assuming due authorizationthe Ancillary Agreements to which Seller or any of its Affiliates will be a party when duly executed and delivered by Seller or such Affiliate, execution and delivery by the other parties) constitutes a legalas applicable, will be, valid and legally binding obligation obligations of Seller or such Shareholder Affiliate, enforceable against Seller or such Shareholder Affiliate in accordance with its their respective terms, in each case subject except to the effect, if any, of (i) extent that enforcement hereby and thereof may be affected by bankruptcy, insolvencyreorganization, reorganizationmoratorium, fraudulent transfer, moratorium or other insolvency and similar laws relating to or Laws of general application affecting the rights or and remedies of creditors or and by general equity principles. (iic) general principles Trident V, L.P., Trident V Parallel Fund, L.P. and Trident V Professionals Fund, L.P. have provided all requisite consent under Section 2.02(e) of equitythe Voting and Shareholders’ Agreement to the execution, whether considered in a proceeding in equity or at law (including the possible unavailability delivery and performance of specific performance or injunctive relief). If such Shareholder is married this Agreement and the Shares set forth opposite such Shareholder’s name on Schedule 2.1 constitute community property under applicable lawsAncillary Agreements and the consummation of the transactions contemplated hereby and thereby. No other consent, approval or vote of, waiver from or notice to any of Trident V, L.P., Trident V Parallel Fund, L.P. and Trident V Professionals Fund, L.P. is required in connection with the execution, delivery and performance of this Agreement has been duly authorized, executed and delivered by, the Ancillary Agreements and constitutes the valid consummation of the transactions contemplated hereby and binding agreement of such Shareholder’s spousethereby.

Authorization; Binding Effect. (ia) Such Shareholder and, if such Shareholder is also acting as the Shareholders’ Representative, the Shareholders’ Representative The Company and each of its Subsidiaries has the legal capacity full corporate or limited liability company power and authority to execute this Agreement own, lease and the Transaction Documents to which such Shareholder is a party operate its assets and to consummate the transactions contemplated hereby properties and thereby, carry on its business as presently conducted. (iib) if such Shareholder is a Trust, the Persons executing this Agreement and the other Transaction Documents on behalf of such Trust constitute all the Trustees of such Trust and are authorized to act on behalf of such Trust and (iii) if such Shareholder is a Trust, each Trustee of such Trust The Company has the legal capacity and authority, including the requisite full corporate power and authority under the applicable Declaration of Trust, and is competent to execute and deliver this Agreement and the other Transaction Documents documents contemplated hereby to which such Trust it is a party on behalf of such Trust in his or her capacity as a Trustee of such Trust and party, to perform his or her its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Shareholder the Company of this Agreement and the Transaction Documents other documents contemplated hereby to which such Shareholder it is a party, the performance by such Shareholder the Company of such Shareholder’s its obligations hereunder and thereunder and the consummation by such Shareholder the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite action, if any, corporate action and no other proceedings on the Company’s part are necessary to authorize the execution, delivery or performance of such Shareholderthis Agreement or to consummate the Merger, other than the affirmative vote or consent of a majority of the issued and outstanding shares of Company Stock and the filing and recordation of the Certificate of Merger. Each Transaction Document The affirmative vote or consent of a majority of the issued and outstanding shares of Company Stock is the only vote or consent of the holders of any class or series of the Company’s capital stock necessary to approve and adopt this Agreement, approve the Merger, and consummate the Merger and the other transactions contemplated hereby. (c) This Agreement and the other documents contemplated hereby to which such Shareholder the Company is a party has have been or will be duly executed and delivered by such Shareholderthe Company and constitute, or when executed and (assuming due authorizationdelivered will constitute, execution and delivery by the other parties) constitutes a legal, valid and legally binding obligation of such Shareholder the Company, enforceable against such Shareholder in accordance with its termstheir terms and conditions, in each case subject to the effect, if any, of (i) except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or Laws affecting the creditors’ rights or remedies of creditors or generally and by general equitable principles (ii) general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive reliefin equity). If such Shareholder is married and the Shares set forth opposite such Shareholder’s name on Schedule 2.1 constitute community property under applicable laws, this Agreement has been duly authorized, executed and delivered by, and constitutes the valid and binding agreement of such Shareholder’s spouse.

Authorization; Binding Effect. (i) Such Shareholder andThe execution, if such Shareholder is also acting as delivery and performance by the Shareholders’ Representative, the Shareholders’ Representative has the legal capacity and authority to execute Company of this Agreement and the Transaction Documents to which such Shareholder is a party Agreements at the Initial Closing and to consummate the Second Closing, as applicable, and the consummation and performance by the Company of the transactions contemplated hereby and thereby, (ii) if such Shareholder is a Trust, the Persons executing this Agreement and the other Transaction Documents on behalf of such Trust constitute all the Trustees of such Trust and are authorized to act on behalf of such Trust and (iii) if such Shareholder is a Trust, each Trustee of such Trust has the legal capacity and authority, including the requisite power and authority under the applicable Declaration of Trust, and is competent to execute and deliver this Agreement and the other Transaction Documents to which such Trust is a party on behalf of such Trust in his or her capacity as a Trustee of such Trust and to perform his or her obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Shareholder of this Agreement and the Transaction Documents to which such Shareholder is a party, the performance by such Shareholder of such Shareholder’s obligations hereunder and thereunder and the consummation by such Shareholder of the transactions contemplated hereby and thereby have been duly authorized by all requisite actionnecessary limited liability company action of the Company. This Agreement and each of the Transaction Agreements executed and delivered by the Company at the Initial Closing have been, if anyand each of the Transaction Agreements to be executed and delivered by the Company at the Second Closing will be, on the part of such Shareholder. Each Transaction Document to which such Shareholder is a party has been duly executed and delivered by such Shareholderand constitute, and (assuming due authorizationor in the case of the Transaction Agreements to be delivered at the Second Closing will constitute, execution and delivery by the other parties) constitutes a legal, valid and binding obligation obligations of such Shareholder the Company, enforceable against such Shareholder in accordance with its their respective terms, in each case subject to except as the effect, if any, of (i) enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights or remedies of creditors or generally and by general equitable principles (ii) general principles regardless of equity, whether such enforceability is considered in a proceeding in equity or at law law). All proceedings or actions required to be taken by the Company relating to the execution and delivery of this Agreement and the Transaction Agreements to be executed and delivered at the Initial Closing and to the consummation and performance of the transactions contemplated hereby and thereby at the Initial Closing (including the possible unavailability issuance and/or sale of specific performance or injunctive relief). If such Shareholder is married the Preferred Units and the Shares set forth opposite such Shareholder’s name on Schedule 2.1 constitute community property under applicable laws, this Agreement has Common Units to Purchaser at the Initial Closing to Purchaser) have been duly authorized, taken. All proceedings or actions required to be taken by the Company relating to the execution and delivery of the Transaction Agreements to be executed and delivered by, at the Second Closing and constitutes to the valid consummation and binding agreement performance of such Shareholder’s spousethe transactions contemplated hereby and thereby at the Second Closing (including the issuance and/or sale of the Preferred Units and the Common Units at the Second Closing to Purchaser) will be taken prior to the Second Closing. The issuance and/or sale of the Preferred Units and the Common Units to Purchaser is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Effect. (i) Such Shareholder and, if such Shareholder is also acting as the Shareholders’ Representative, the Shareholders’ Representative The Company and each Subsidiary Guarantor has the legal capacity and authority to execute this Agreement and the Transaction Documents to which such Shareholder is a party and to consummate the transactions contemplated hereby and thereby, (ii) if such Shareholder is a Trust, the Persons executing this Agreement and the other Transaction Documents on behalf of such Trust constitute all the Trustees of such Trust and are authorized to act on behalf of such Trust and (iii) if such Shareholder is a Trust, each Trustee of such Trust has the legal capacity and authority, including the requisite power and authority to enter into, deliver and perform its obligations under the applicable Declaration of Trust, and is competent to execute and deliver this Agreement Amendment and the other Transaction Amendment Documents to which such Trust it is a party on behalf of such Trust in his (or her capacity as a Trustee of such Trust and which it has consented to perform his or her obligations hereunder acknowledged) and to consummate the transactions contemplated hereby and thereby. The execution Company has the requisite power and authority to issue, sell, deliver and perform its obligations under the Term F Note. The execution, delivery and performance by such Shareholder the Company and the Subsidiary Guarantors of this Agreement Amendment and the Transaction each other Amendment Documents to which such Shareholder it is a partyparty (or which it has consented to or acknowledged), the performance by such Shareholder issuance, sale and delivery of such Shareholder’s obligations hereunder and thereunder the Term F Note and the consummation by such Shareholder of the other transactions contemplated hereby and thereby have been duly authorized by all requisite action, if any, necessary corporate action on the part of such Shareholderthe Company and the Subsidiary Guarantors, as applicable. Each Transaction Document to which such Shareholder is a party This Amendment has been duly executed and delivered by such Shareholderthe Company and the Subsidiary Guarantors (or consented to or acknowledged by the Subsidiary Guarantors) and, on the Fourth Amendment Effective Date, the Term F Note and each of the other Amendment Documents to which it is a party will be duly executed and delivered by the Company and the Subsidiary Guarantors (or duly consented to or acknowledged by the Subsidiary Guarantors). This Amendment is, and (assuming due authorization, execution on the Fourth Amendment Effective Date the Term F Note and delivery by the other parties) constitutes a Amendment Documents will be, the legal, valid and binding obligation obligations of such Shareholder the Company and each Subsidiary Guarantor (to the extent it is a party thereto), enforceable against the Company and each such Shareholder Subsidiary Guarantor in accordance with its terms, in each case subject to the effect, if any, of (i) except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, moratorium transfer or other conveyance or similar laws relating to or affecting limiting creditors’ rights generally or by equitable principles relating to enforceability and except as rights of indemnity or contribution may be limited by federal or state securities or other laws or the rights or remedies of creditors or (ii) general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief). If public policy underlying such Shareholder is married and the Shares set forth opposite such Shareholder’s name on Schedule 2.1 constitute community property under applicable laws, this Agreement has been duly authorized, executed and delivered by, and constitutes the valid and binding agreement of such Shareholder’s spouse.

Authorization; Binding Effect. (i) Such Shareholder and, if such Shareholder is also acting as the Shareholders’ Representative, the Shareholders’ Representative The Company and each Subsidiary Guarantor has the legal capacity and authority to execute this Agreement and the Transaction Documents to which such Shareholder is a party and to consummate the transactions contemplated hereby and thereby, (ii) if such Shareholder is a Trust, the Persons executing this Agreement and the other Transaction Documents on behalf of such Trust constitute all the Trustees of such Trust and are authorized to act on behalf of such Trust and (iii) if such Shareholder is a Trust, each Trustee of such Trust has the legal capacity and authority, including the requisite power and authority to enter into, deliver and perform its obligations under the applicable Declaration of Trust, and is competent to execute and deliver this Agreement Amendment and the other Transaction Amendment Documents to which such Trust it is a party on behalf of such Trust in his (or her capacity as a Trustee of such Trust and which it has consented to perform his or her obligations hereunder acknowledged) and to consummate the transactions contemplated hereby and thereby. The execution Company has the requisite power and authority to issue, sell, deliver and perform its obligations under the Term E Note. The execution, delivery and performance by such Shareholder the Company and the Subsidiary Guarantors of this Agreement Amendment and the Transaction each other Amendment Documents to which such Shareholder it is a partyparty (or which it has consented to or acknowledged), the performance by such Shareholder issuance, sale and delivery of such Shareholder’s obligations hereunder and thereunder the Term E Note and the consummation by such Shareholder of the other transactions contemplated hereby and thereby have been duly authorized by all requisite action, if any, necessary corporate action on the part of such Shareholderthe Company and the Subsidiary Guarantors, as applicable. Each Transaction Document to which such Shareholder is a party This Amendment has been duly executed and delivered by such Shareholderthe Company and the Subsidiary Guarantors (or consented to or acknowledged by the Subsidiary Guarantors) and, on the Third Amendment Date of Effectiveness, the Term E Note and each of the other Amendment Documents to which it is a party will be duly executed and delivered by the Company and the Subsidiary Guarantors (or duly consented to or acknowledged by the Subsidiary Guarantors). This Amendment is, and (assuming due authorization, execution on the Third Amendment Date of Effectiveness the Term E Note and delivery by the other parties) constitutes a Amendment Documents will be, the legal, valid and binding obligation obligations of such Shareholder the Company and each Subsidiary Guarantor (to the extent it is a party thereto), enforceable against the Company and each such Shareholder Subsidiary Guarantor in accordance with its terms, in each case subject to the effect, if any, of (i) except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, moratorium transfer or other conveyance or similar laws relating to or affecting limiting creditors’ rights generally or by equitable principles relating to enforceability and except as rights of indemnity or contribution may be limited by federal or state securities or other laws or the rights or remedies of creditors or (ii) general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief). If public policy underlying such Shareholder is married and the Shares set forth opposite such Shareholder’s name on Schedule 2.1 constitute community property under applicable laws, this Agreement has been duly authorized, executed and delivered by, and constitutes the valid and binding agreement of such Shareholder’s spouse.