Common use of Authorization; No Breach; Valid and Binding Agreement Clause in Contracts

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions will not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming that this Agreement is a valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law).

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub the Company of the Transactions have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other proceedings on the part of Purchaser the Stockholders or Merger Sub the Company are necessary to authorize the execution, delivery or performance of this Agreement. The Except as set forth on Schedule 3.02 of the Disclosure Schedules, the execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub the Company of the Transactions does not and will not (a) conflict with, constitute a default under, result in a breach or violation of, (i) any provision of the provisions Acquired Companies’ certificate of Purchaser’s or Merger Sub’s incorporation, certificate of formation, certificate of incorporationbylaws, limited liability company agreement, bylaws agreement or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its SubsidiariesAcquired Company; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any (i) Material Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or (ii) any Permit affecting the properties, assets or business of Purchaser or Merger Subthe Acquired Companies; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Subany of the Acquired Companies, in each case, other than except with respect to clauses (a)(ia)(ii), except (b)(ii) and (c) above, to the extent such conflict, default, breach, violation, breach acceleration, termination, modification, cancellation or Lien would not be materialmaterial to the Acquired Companies taken as a whole. This Agreement has been duly executed and delivered by Purchaser and Merger Sub the Company and, assuming that this Agreement is a valid and binding obligation of the Company, constitutes a valid and binding obligation obligations of Purchaser and Merger Sub, constitute valid and binding obligations of the Company, enforceable in accordance with its their terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law). No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Acquired Companies in connection with the execution, delivery and performance of this Agreement and the Transactions, except for (x) the filing of the Certificate of Merger with the Secretary of State of Delaware and (y) such consents, approvals, Permits, Governmental Orders, declarations or filings with or notices to, any Governmental Authority, the absence of which would not individually or in the aggregate be material to the Acquired Companies. All corporate actions taken by the Company in connection with this Agreement will be duly authorized on or prior to the Closing.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser each of the Seller and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The Each of the Seller and the Company has all requisite power and authority and full legal capacity to execute and deliver this Agreement and to perform its obligations hereunder. Except (i) as set forth on Schedule 3.03 or (ii) where the failure of any of the following to be true would not be material to the Business, the execution, delivery and performance of this Agreement by Purchaser the Seller and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated hereby do not (awith or without due notice or lapse of time or both) conflict with, constitute a default under, with or result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, give rise to any right of termination, cancellation or acceleration under, result in the acceleration of or create in any party the right to acceleratea violation of, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser the Company or Merger Subany of its Subsidiaries under, in each caseor require any authorization, consent, approval, exemption or other than with respect action by or notice to any court or other Governmental Authority under, the provisions of (a)(ix) the Seller’s, the Company’s or any of its Subsidiaries’ operating agreement, certificate or articles of incorporation or bylaws (or equivalent organizational documents), except (y) any contract, indenture, mortgage, lease, loan agreement or similar other agreement or instrument to which the extent such conflictSeller, defaultthe Company or any of its Subsidiaries is bound, violationor (z) any Law to which the Seller, breach the Company or Lien would not be materialany of its Subsidiaries is subject. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement is a valid and binding obligation of the Companyother parties hereto, this Agreement constitutes a valid and binding obligation of Purchaser the Company and Merger Subthe Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Other Agreements to which such Seller is (or at Closing will be) party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby have been (or at Closing will be) duly and validly authorized by all requisite corporate company or organizational action on the part of Purchaser and Merger Subother action, and no other company proceedings or other actions on such Seller’s part (including, in the part case of Purchaser or Merger Sub any Seller that is an individual, spousal consents) are necessary to authorize the execution, delivery or performance of this AgreementAgreement or the Other Agreements. The Except as set forth on Schedule 4.01 or where the failure of any of clauses (ii) and (iii) below to be true would not, individually or in the aggregate, have a Company Material Adverse Effect or otherwise adversely affect the ability of such Seller to perform under this Agreement or consummate the transactions contemplated hereby, the execution, delivery and performance of this Agreement and the Other Agreements by Purchaser and Merger Sub such Seller and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated hereby and thereby do not (a) conflict with, constitute a default under, with or result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to acceleratea violation of, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties of the Equity Interests owned by such Seller under, or assets require any Consent by or Filing with any Governmental Entity or any other Person under, (i) the provisions of Purchaser or Merger Sub, in each case, other than with respect to such Seller’s Organizational Documents (a)(iif applicable), except (ii) any indenture, mortgage, lease, loan agreement or other agreement or Contract to the extent which such conflictSeller is bound, default, violation, breach or Lien would not be material(iii) any Law to which such Seller is subject. This Agreement has been and the Other Agreements have been, or will be at the Closing, duly executed and delivered by Purchaser such Seller and Merger Sub and, assuming that this Agreement is a and the Other Agreements are or will be valid and binding obligation obligations of the Companyother parties hereto, constitutes a this Agreement and the Other Agreements constitute valid and binding obligation obligations of Purchaser and Merger Subsuch Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies their respective terms (regardless of whether considered in a proceeding in equity or at lawsubject to applicable Enforceability Limitations).

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance by the Purchaser of this Agreement by Purchaser and Merger Sub the Other Agreements, to which it is (or at Closing will be) a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby have been (or at Closing will be) duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other company proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this AgreementAgreement or the Other Agreements. The Except as set forth on Schedule 5.02, assuming the accuracy of the representations and warranties set forth in Section 3.03 and 4.01, the execution, delivery and performance of this Agreement or the Other Agreements by the Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated hereby and thereby do not (a) conflict withwith or result in any material breach of, constitute a material default under, result in a breach or material violation of, result in the creation of any Lien upon any assets of the Purchaser under, or require any Consent by or Filing with any Governmental Entity under, (i) the provisions of the Purchaser’s or Merger Sub’s certificate of formationOrganizational Documents, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any material Contract to which the Purchaser or Merger Sub is a party or by which either of them is bound or (iii) any Law to which any of their properties and assets are subject or any Permit affecting the propertiesPurchaser is subject, assets or business of Purchaser or Merger Sub; or (c) result except, in the creation case of clauses (ii) and (iii) above, such conflicts, breaches, defaults, violations, Liens, Consents or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien Filings as would not be materialhave a Purchaser Material Adverse Effect. This Agreement has been duly executed and delivered by the Purchaser and Merger Sub andthe Other Agreements to which the Purchaser is a party have been, or will be at the Closing, duly executed and delivered by the Purchaser, and assuming that this Agreement is a and the Other Agreements will constitute valid and binding obligation obligations of the Companyother parties hereto and thereto, and is duly executed by such other parties, this Agreement constitutes a and the Other Agreements will constitute valid and binding obligation obligations of Purchaser and Merger Subthe Purchaser, each enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies respective terms (regardless of whether considered in a proceeding in equity or at lawsubject to applicable Enforceability Limitations).

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub such Seller and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite individual, corporate or organizational action on the part of Purchaser and Merger Subcompany action, as applicable, and no other proceedings on the their part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The Except as set forth on Schedule 4.03, the execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated hereby do not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s conflict with or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or any breach of, constitute a default underunder (or give to others any right of termination, amendment, acceleration or cancellation), result in the acceleration a violation of, result in triggering of any payments or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser the Company or Merger Sub, in each case, other than with respect to any of its Subsidiaries under the provisions of (a)(iA) such Seller’s (as applicable), except the Company’s, or any of its Subsidiaries’ certificates of incorporation, certificate of formation, operating agreement or bylaws (or similar constituent documents) or (B) any Company Contract, (ii) require any authorization, consent, approval, exemption or other action or notice under such provisions of such Seller’s (as applicable), the Company’s, or any of its Subsidiaries’ certificates of incorporation, certificate of formation, operating agreement or bylaws (or similar constituent documents), any Company Contract, or any agreement or arrangement of such Seller, or (iii) conflict with or violate any Laws to which such Seller, the extent Company, or any of its Subsidiaries are subject or by which any property or asset of such conflictSeller, default, violation, breach the Company or Lien would not be materialany of its Subsidiaries is bound. This Agreement has been duly executed and delivered by Purchaser such Seller and Merger Sub and, assuming that this Agreement is a valid and binding obligation of the Companyother parties hereto, this Agreement constitutes a valid and binding obligation of Purchaser and Merger Sub, each of such Seller enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance by the Company of this Agreement by Purchaser and Merger Sub the Other Agreements to which it is (or at Closing will be) a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby have been (or at Closing will be) duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subcompany action, and no other company proceedings on the Company’s part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this AgreementAgreement or the Other Agreements. The Except as set forth on Schedule 3.03, the execution, delivery and performance of this Agreement or the Other Agreements by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated hereby and thereby do not (a) conflict withwith or result in any material breach of, constitute a material default under, result in a breach or material violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser the Company or Merger Subany of its Subsidiaries under, or require any Consent by or Filing with any Governmental Entity or other Person under, (i) the provisions of the Organizational Documents of the Company or its Subsidiaries, (ii) any material Contract to which the Company or any of its Subsidiaries is bound or (iii) any Law to which such Trilogy Party or any of its Subsidiaries is subject, except, in each casethe case of clauses (ii) or (iii) above, such conflicts, breaches, defaults, violations or Liens (other than with respect to (a)(iPermitted Liens), except or any failure to the extent obtain such conflict, default, violation, breach required Consents or Lien make such required Filings as would not have a Company Material Adverse Effect (provided, however, that any Consents required under any Leases shall be materialrequired to be set forth on Schedule 3.03 even if the failure to obtain such Consents would not have a Company Material Adverse Effect). This Agreement has been duly executed and delivered by Purchaser each Trilogy Party, and Merger Sub andthe Other Agreements to which the Company is a party have been, or will be at the Closing, duly executed and delivered by each such Trilogy Party, and this Agreement constitutes, and the Other Agreements will constitute, assuming that this Agreement is a and the Other Agreements will constitute valid and binding obligation obligations of the other parties hereto and thereto, and valid and binding obligations of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, each enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies respective terms (regardless of whether considered in a proceeding in equity or at lawsubject to applicable Enforceability Limitations).

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance by such Purchaser of this Agreement by and the Ancillary Agreements to which such Purchaser and Merger Sub is a party and the consummation by such Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate or organizational limited liability company, as applicable, action on the part of Purchaser and Merger Subsuch Purchaser, and no other proceedings on the part of such Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance by such Purchaser of this Agreement. The Agreement and the Ancillary Agreements to which such Purchaser is a party. (b) Neither the execution, delivery and performance by such Purchaser of this Agreement by or any Ancillary Agreement to which such Purchaser and Merger Sub and is a party nor the consummation by such Purchaser and Merger Sub of the Transactions will not transactions contemplated hereby and thereby, nor compliance by such Purchaser with any of the terms or provisions of this Agreement (ai) conflict withconflicts with or violates the Charter Documents of such Purchaser, constitute (ii) subject to compliance with the requirements of the HSR Act, violates any applicable Law, or (iii) requires any consent, waiver, notice, filing or other action by or to any Person under, constitutes a default under, result in a breach or violation ofgives rise to any right of termination, (i) the provisions of Purchaser’s cancellation or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision acceleration of any Law right or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel obligation under any Contract to which such Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and its assets are subject bound, except as has not materially impaired or any Permit affecting would not reasonably be expected to materially impair such Purchaser's ability to perform under this Agreement or consummate the properties, assets or business of Purchaser or Merger Sub; or transactions contemplated by this Agreement. (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has and the Ancillary Agreements to which such Purchaser is a party have been or will be at Closing duly executed and delivered by Purchaser such Purchaser, and Merger Sub and, assuming that this Agreement is a and the Ancillary Agreements are valid and binding obligation obligations of the CompanyCompany and Seller, constitutes this Agreement and the Ancillary Agreements to which such Purchaser is a party constitute or, when executed and delivered at Closing, will constitute valid and binding obligation obligations of Purchaser and Merger Subsuch Purchaser, enforceable against such Purchaser in accordance with its their respective terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ ' rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by the Purchaser and the Merger Sub and the consummation by the Purchaser and the Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other proceedings on the part of the Purchaser or and the Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by the Purchaser and the Merger Sub and the consummation by the Purchaser and the Merger Sub of the Transactions will transactions contemplated hereby do not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of the Purchaser and the Merger Sub under, the provisions of the Purchaser’s and the Merger Sub’s certificates or articles of incorporation or bylaws (or equivalent organizational documents), any material contract to which the Purchaser or the Merger SubSub is party, in each case, other than with respect or any Law to (a)(i)which the Purchaser or the Merger Sub is subject, except to the extent such conflict, default, violation, breach or Lien as would not be materialhave a material adverse effect on the Purchaser or the Merger Sub or their ability to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Purchaser and the Merger Sub and, assuming that this Agreement is a valid and binding obligation of the Companyother parties hereto, constitutes a valid and binding obligation of the Purchaser and the Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. (i) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder and (ii) the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby have been been, duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this AgreementAgreement or the Ancillary Agreements to which it is a party. The Except as set forth on the Authorization Schedule and except for the applicable requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company does not and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby will not (a) conflict with, constitute a default under, violate or result in a breach of or violation ofconstitute a default under any Law or authorization of a Governmental Entity, in any material respect, applicable to the Company and its Subsidiaries, (ib) violate the provisions of Purchaserthe Company’s or Merger Sub’s certificate its Subsidiaries’ certificates or articles of formation, certificate of incorporation, limited liability company agreement, formation or incorporation or bylaws (or other similar organizational documents), or (iic) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or any material breach of, constitute a default under, or result in the termination, cancellation, modification or acceleration (whether after the filing of notice or create in the lapse of time or both) of any party material right or obligation of the right to accelerate, terminate, modify Company or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject its Subsidiaries under, or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser the Company or Merger Subits Subsidiaries under, in each case, other than with respect to (a)(i), except to any agreement or instrument set forth on the extent such conflict, default, violation, breach or Lien would not be materialContracts Schedule. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement is a valid and binding obligation of the Company, constitutes Purchaser and that each Ancillary Agreement to which the Company is a party will be a valid and binding obligation of Purchaser the Purchaser, this Agreement constitutes, and Merger Subeach Ancillary Agreement to which the Company is a party will constitute, a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance by Seller of this Agreement by Purchaser and Merger Sub the Ancillary Agreements to which it is a party and the consummation by Purchaser and Merger Sub Seller of the Transactions have transactions contemplated hereby and thereby been duly and validly authorized by all requisite corporate limited liability company action of Seller (including any action by the board of managers or organizational action on the part owners of Purchaser and Merger SubSeller), and no other proceedings on the part of Purchaser or Merger Sub Seller are necessary to authorize the execution, delivery or performance by Seller of this Agreement. The Agreement and the Ancillary Agreements to which it is a party. (b) Neither the execution, delivery and performance by Seller of this Agreement by Purchaser and Merger Sub and or any Ancillary Agreement to which Seller is a party nor the consummation by Purchaser and Merger Sub Seller of the Transactions will not transactions contemplated hereby and thereby, nor compliance by Seller with any of the terms or provisions of this Agreement, (ai) conflict conflicts with or violates the Charter Documents of Seller, (ii) subject to compliance with the requirements of the HSR Act, violates any applicable Law, (iii) requires any consent, waiver, notice, filing or other action by, with, constitute or to, any Person under, constitutes a default under, result in a breach or violation ofgives rise to any right of termination, (i) the provisions of Purchaser’s cancellation or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision acceleration of any Law right or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel obligation under any Contract to which Purchaser or Merger Sub Seller is a party or by which either of them is bound or to which any of their properties and its assets are subject bound, except as has not materially impaired or any Permit affecting would not reasonably be expected to materially impair Seller's ability to perform under this Agreement or consummate the propertiestransactions contemplated by this Agreement, assets or business of Purchaser or Merger Sub; or (civ) result in the creation or imposition of any Lien (other than on any asset of any Company Entity, except for any Permitted Liens. (c) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has and the Ancillary Agreements to which Seller is a party have been or will be at Closing duly executed and delivered by Purchaser Seller, and Merger Sub and, assuming that this Agreement is a and the Ancillary Agreements are valid and binding obligation obligations of Purchasers, this Agreement and the CompanyAncillary Agreements to which Seller is a party constitute or, constitutes a when executed and delivered at Closing, will constitute valid and binding obligation obligations of Purchaser and Merger SubSeller, enforceable against Seller in accordance with its their respective terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ ' rights and general principles of equity affecting the availability of specific performance and other equitable remedies remedies. (regardless d) Seller is a holding company that has no significant operations and no significant assets (other than the Shares). Seller does not engage in any business activities other than (i) its ownership of whether considered the Shares, (ii) activities in a proceeding connection with this Agreement and the transactions contemplated hereby and (iii) transactions related to maintaining its legal existence and the matters relating to its equity securities, in equity each case, including any activities related or at law)incidental thereto.

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance by the Company of this Agreement by Purchaser and Merger Sub the Company Entities of the Ancillary Agreements to which any Company Entity is a party and the consummation by Purchaser and Merger Sub the Company Entities of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate or organizational limited partnership action, as the case may be, of such Company Entity (including any action on by the part board of Purchaser and Merger Subdirectors or owners of the Company Entities), and no other corporate or limited partnership proceedings on the part of Purchaser or Merger Sub the Company Entities are necessary to authorize the execution, delivery or performance by the Company of this Agreement. The Agreement and by the Company Entities of the Ancillary Agreements to which a Company Entity is a party. (b) Neither the execution, delivery and performance by the Company of this Agreement or by Purchaser and Merger Sub and the Company Entities of any Ancillary Agreement to which any Company Entity is a party, nor the consummation by Purchaser and Merger Sub the Company Entities of the Transactions will not transactions contemplated hereby and thereby, nor compliance by the Company Entities with any of the terms or provisions of this Agreement or any Ancillary Agreement (ai) conflict conflicts with or violates the Charter Documents of any Company Entity, (ii) subject to compliance with the requirements of the HSR Act, violates any applicable Law, (iii) except as set forth on Schedule 3.03(b)(iii), requires any consent, waiver, notice, filing, registration or other action by, with, constitute or to, any Person under, constitutes a default under, result in a breach or violation ofgives rise to any right of termination, (i) the provisions cancellation or acceleration of Purchaser’s any right or Merger Sub’s certificate of formationobligation under, certificate of incorporation, limited liability company agreement, bylaws or other organizational documentsany Material Contract, or (iiiv) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consentexcept as set forth on Schedule 3.03(b)(iv), notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result results in the creation or imposition of any Lien (other than on any asset of any Company Entity, except for any Permitted Liens. (c) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has and the Ancillary Agreements to which any Company Entity is a party have been or will be at Closing duly executed and delivered by Purchaser the applicable Company Entity, and Merger Sub and, assuming that this Agreement is a and the Ancillary Agreements are valid and binding obligation obligations of Purchasers, this Agreement and the Company, constitutes Ancillary Agreements to which any Company Entity is a party constitute or when executed and delivered at Closing will constitute valid and binding obligation obligations of Purchaser and Merger Subsuch Company Entity, enforceable against such Company Entity in accordance with its their respective terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ ' rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub all of the other agreements and instruments contemplated hereby to which it is a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other proceedings act or proceeding (corporate or otherwise) on the its part of Purchaser or Merger Sub are is necessary to authorize the execution, delivery or performance of this Agreement, the other agreements contemplated hereby or the consummation of the transactions contemplated hereby or thereby (including the Mergers), the filing of the Certificates of Merger as required by the DLLCA and OLLCA. The execution, delivery and performance by it of this Agreement by Purchaser and Merger Sub the other agreements and instruments contemplated hereby to which each is a party, and the consummation by Purchaser and Merger Sub of the Transactions will not transactions contemplated hereby and thereby (including the Mergers): (a) do not and will not conflict withwith or result in any breach of, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation of the provisions of its certificate or articles of incorporation or formation, bylaws or operating agreements (or equivalent organizational documents), (b) do not and will not conflict with or result in any breach of, constitute a default under, result in a violation of, result in the acceleration creation of any Lien upon any of its assets, or create in require any party the right authorization, consent, approval, exemption or other action by or notice to accelerateany court or other Governmental Authority under, terminate, modify or cancel any Contract to which Purchaser it is bound, or Merger Sub any law, statute, rule or regulation or order, judgment or decree to which it is subject. This Agreement and each of the other agreements and instruments contemplated hereby to which it is a party and that is required by the terms of this Agreement to be executed on or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting before the propertiesdate hereof, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub it and, assuming that this Agreement is a and each of these other agreements and instruments has been duly executed, authorized and delivered by the other parties hereto, this Agreement and each of these other agreements and instruments constitutes its valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Subobligation, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ ' rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions have been duly and validly authorized by (a) Seller has all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is or organizational action on will be a party and to perform its obligations hereunder and thereunder and to consummate the part of Purchaser transactions contemplated hereby and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreementthereby. The execution, delivery and performance by Seller of this Agreement by Purchaser and Merger Sub the other Transaction Documents to which it is or will be a party and the consummation by Purchaser and Merger Sub Seller of the Transactions transactions contemplated hereby and thereby have been duly and validly approved by all requisite corporate action and do not require any further authorization of Seller or any consent or authorization of Seller’s stockholders. (b) The execution, delivery, and performance by Seller of this Agreement and the other Transaction Documents to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby do not (a) conflict with, constitute a default under, result in a breach or violation of, and shall not (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person underviolate, conflict with, result in a violation or any breach of, or constitute a default under any of the provisions of any of the Seller Organizational Documents; (ii) conflict with, in any material respect, or result in any violation of or default under, in any material respect, or give rise to a right of termination, cancellation, acceleration or modification of any material obligation to or loss of a material benefit under, or to increased, additional, accelerated or guaranteed material rights or entitlements of any Person under, any Material Contract; (iii) result in a material breach or material violation by Seller of any of the acceleration terms, conditions or provisions of any Law or create in any party the right to accelerate, terminate, modify or cancel any Contract Order to which Purchaser or Merger Sub Seller is a party subject or by which either of them is bound or to which any of their properties and assets the Assigned Assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Subbound; or (civ) result in the creation or imposition of any material Lien (other than a Permitted LiensLien) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to over the Assigned Assets. (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. c) This Agreement has and each other Transaction Document to which Seller is a party have been or will be, upon execution and delivery by Seller, duly executed and delivered by Purchaser and Merger Sub Seller and, assuming that this Agreement is a and such Transaction Documents are valid and binding obligation obligations of Purchaser and the Companyother parties thereto, constitutes a this Agreement and each of such Transaction Documents constitute or will constitute valid and binding obligation obligations of Purchaser and Merger SubSeller, enforceable in accordance with its termsthe terms hereof and thereof, except as enforceability may be limited by bankruptcy Lawssubject to the effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ now or hereafter in effect relating to rights of creditors generally, and general principles (ii) rules of Law and equity affecting the availability of governing specific performance performance, injunctive relief and other equitable remedies (regardless of whether considered in a proceeding in equity or at lawcollectively, the “Enforceability Exceptions”).

Authorization; No Breach; Valid and Binding Agreement. (a) The executionCompany has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and the other Transaction Agreements to which it is or will be a party and, delivery and performance subject to, in the case of the consummation of the Merger, the adoption of this Agreement by Purchaser (i) a majority of the outstanding shares of Preferred Stock and Merger Sub (ii) a majority of the outstanding shares of Capital Stock (each of (i) and (ii), the “Requisite Stockholder Vote”), to consummate the Transaction. The execution and delivery of this Agreement and the other Transaction Agreements to which it is or will be a party by the Company and the consummation by Purchaser and Merger Sub the Company of the Transactions have Transaction has been duly and validly authorized by all requisite necessary corporate or organizational action on the part of Purchaser and Merger Sub, the Company and no other corporate proceedings on the part of Purchaser or Merger Sub the Company are necessary to authorize the execution, execution and delivery or performance of this Agreement. The execution, delivery and performance of this Agreement or the other Transaction Agreements to which it is or will be a party or to consummate the Transaction, subject only, in the case of consummation of the Merger, to the receipt of the Requisite Stockholder Vote. The Requisite Stockholder Vote is the only vote or consent of the holders of any class or series of the Capital Stock necessary to approve and adopt this Agreement, approve the Merger, and consummate the Transaction. (b) The execution and delivery of this Agreement and the Transaction Agreements to which it is or will be a party by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions Transaction by the Company do not and will not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person underviolate, conflict with, result in any breach of, or constitute a default under any of the provisions of the Organizational Documents of the Company, (ii) violate or result in any loss or rights, breach or constitute a violation or breach ofdefault (or give rise to any right of termination, constitute a default under, result in cancellation or the acceleration of any payment) under any Material Contract or create in (iii) assuming compliance with any party applicable requirements of the right to accelerateHSR Act or other antitrust Laws, terminate, modify or cancel violate any Contract Law to which Purchaser or Merger Sub the Company is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or subject. (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement and each other Transaction Agreement to which the Company is or will be a party are valid and binding obligations of Purchaser, this Agreement and each such other Transaction Agreement constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable in accordance with its their applicable terms, except as enforceability may be limited by bankruptcy Lawsapplicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other similar Laws of general application affecting enforcement of creditors’ rights generally, and general principles of equity affecting as limited by Laws relating to the availability of specific performance and performance, injunctive relief, or other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The Company has all requisite power and authority to execute and deliver this Agreement and perform the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The Except as set forth on Schedule 4.03 and except for the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company does not and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby will not (a) conflict with, constitute a default under, result in a breach or violation ofviolate any Law applicable to the Company and its Subsidiaries, (ib) violate the provisions of Purchaserthe Company’s or Merger Sub’s certificate its Subsidiaries’ certificates or articles of formation, certificate of incorporation, limited liability company agreement, formation or incorporation or bylaws (or other similar organizational documents), or (iic) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or any breach of, constitute a default underunder (with or without notice or lapse of time or both), result in the violate, or give rise to any right of termination, cancellation, amendment or acceleration under any terms, conditions or provisions of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser the Company or Merger Sub its Subsidiaries is a party or by which either party, except, in the case of them is bound or clause (a) above, for any such violations that would not reasonably be expected to which any be material to the Company and its Subsidiaries, taken as a whole, and in the case of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or clause (c) result in the creation above, for any such violations, termination, cancellation, amendment or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect acceleration that would not reasonably be expected to (a)(i), except be material to the extent such conflictCompany and its Subsidiaries, default, violation, breach or Lien would not be materialtaken as a whole. This Agreement has been duly executed and delivered by Purchaser the Company, and Merger Sub and, assuming that this Agreement is a valid and binding obligation of the CompanyPurchaser, this Agreement constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless remedies. Except for the applicable requirements of whether considered the HSR Act or as set forth on Schedule 4.03, the Company is not required to submit any notice, report or other filing with any Governmental Entity or GSSMME in a proceeding connection with the execution, delivery or performance by it of this Agreement or the consummation of the transactions contemplated hereby. Except as set forth on Schedule 4.03, no consent, approval or authorization of any Governmental Entity or GSSMME or any other party or Person is required to be obtained by the Company in equity connection with its execution, delivery and performance of this Agreement or at law)the consummation of the transactions contemplated hereby.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub all of the other agreements and instruments contemplated hereby to which the Company is a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby (including the Mergers) have been duly and validly authorized by all requisite limited liabiltiy company action, in each case by the Company and no other act or proceeding (corporate or organizational action otherwise) on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are Company is necessary to authorize the execution, delivery or performance of this Agreement, the other agreements contemplated hereby or the consummation of the transactions contemplated hereby or thereby (including the Mergers), other than the Unitholder Approval and the filing of the Final Certificate of Merger. The Except as set forth on Schedule 3.03, the execution, delivery and performance by the Company of this Agreement by Purchaser and Merger Sub the other agreements and instruments contemplated hereby to which the Company is a party, and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby (including the Mergers), (i) do not and will not (a) conflict withwith or result in any breach of, constitute a default under, or result in a breach or violation of, (i) of the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser Company's or any of its Subsidiaries; ' certificate or articles of incorporation or formation, bylaws or operating agreements (bor equivalent organizational documents), (ii) require the consent, notice do not and will not conflict with or other action by any Person under, conflict with, result in a violation or any breach of, constitute a default under, result in the acceleration of or create in any party the right to acceleratea violation of, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser the Company or Merger Subany of its Subsidiaries under, require any authorization, consent, approval, exemption or other action by or notice to any court or other Governmental Authority (other than as shown on Schedule 2.02(d)) or give rise to a right to termination, cancellation or rescission under, any Contract to which the Company or any of its Subsidiaries is bound, or any law, statute, rule or regulation or order, judgment or decree to which the Company or any of its Subsidiaries is subject, except, in each case, other than with respect to the case of this clause (a)(ib), except where the failure of any of the foregoing to the extent such conflict, default, violation, breach or Lien be true would not reasonably be materialexpected to result in the Company or any of its Subsidiaries being required to make any material payment, forego any material right or benefit or incur a material liability or obligation. This Agreement and each of the other agreements and instruments contemplated hereby to which the Company is a party and that is required to by the terms of this Agreement to be executed on or before the date hereof, has been duly executed and delivered by Purchaser and Merger Sub the Company and, assuming that this Agreement is and each of these other agreements and instruments has been duly executed, authorized and delivered by the other counterparties hereto and thereto, this Agreement and each of these other agreements and instruments constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ ' rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The Except as set forth on the Authorization Schedule, the execution, delivery and performance of this Agreement and each Transaction Document to which the Company is a party by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The Except as set forth on the Authorization Schedule and except for the applicable requirements of the (a) Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and (b) the applicable requirements of the Exchange Act and the rules of FINRA (including, for the avoidance of doubt, consent of FINRA to the change of control of the Company Broker‑Dealers pursuant to NASD Rule 1017), the execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company does not and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated hereby do not (a) conflict with, constitute a default under, with or result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to acceleratea violation of, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser the Company or Merger Subany of its Subsidiaries under, or require any authorization, consent, approval, exemption or other action by or notice to any court or other Governmental Entity under, (i) the provisions of the Company’s certificate of formation or its LLC Agreement or any of the Company’s Subsidiaries’ certificates of formation or equivalent governing documents, as applicable, (ii) any indenture, mortgage, lease, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is bound, or (iii) any law, statute, rule or regulation or order, judgment or decree to which the Company or any of its Subsidiaries is subject, except, in each casethe case of clause (ii) above, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien as would not be have an adverse effect that is material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement is a valid and binding obligation of the CompanyPurchaser, this Agreement constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) Purchaser has all requisite corporation or limited liability company power and authority to execute and deliver Agreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby (including the Share Sale) and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger SubPurchaser, and no other corporate or limited liability company actions or proceedings on the part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby, other than the Purchaser Shareholder Approval. (b) Except as set forth on Section 5.03(b) of the Purchaser Disclosure Letter, the execution, delivery and performance of this Agreement and the Ancillary Agreements by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby do not and will not (a) conflict withwith or result in any breach of, constitute a default (or an event that, with or without notice or lapse of time or both, would become a default) under, result in a breach or violation of, result in the creation of any Lien upon any assets or properties of Purchaser under, give rise to any right of payment, penalty, modification, amendment or termination, cancellation or acceleration with respect to, or loss or impairment of any right under, or require any authorization, consent, approval, exemption or other action by, notice to or filing with any court or other Governmental Authority under (i) the provisions of Purchaser’s or Merger Sub’s certificate of formationOrganizational Documents, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract or instrument or Permit to which Purchaser or Merger Sub its or their respective properties or assets is bound, or (iii) any Law, statute, rule or regulation or order, judgment or decree to which Purchaser is subject or its or their respective properties or assets are subject; except, with respect to clause (ii) or (iii) of this Section 5.03(b), where the failure to obtain such authorization, consent, approval or exemption would not, individually or in the aggregate, have a Purchaser Material Adverse Effect. (c) The execution and delivery of this Agreement or any Ancillary Agreement by Purchaser do not, and the performance of this Agreement or any Ancillary Agreement by Purchaser will not, require any Regulatory Approval except for: (i) compliance with, filings under, and approvals of Governmental Authorities relating to, the requirements of the HSR Act, the federal securities Laws and/or any U.S. state securities or “blue sky” Laws, the rules and regulations of the NYSE, and (ii) Regulatory Approvals where the failure to obtain such Regulatory Approvals would not, individually or in the aggregate, have a Purchaser Material Adverse Effect. (d) This Agreement has been, and at Closing each Ancillary Agreement to which Purchaser is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the propertieswill be, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser Purchaser, as applicable, and Merger Sub and, assuming that this Agreement and each Ancillary Agreement is a valid and binding obligation of the Companyother parties hereto or thereto, this Agreement and each Ancillary Agreement to which Purchaser is a party constitutes a valid and binding obligation of Purchaser and Merger SubPurchaser, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies remedies. (regardless e) As of whether considered the date of this Agreement, no “fair price,” “moratorium,” “control share acquisition” or other antitakeover statute under Cayman Islands Laws applies with respect to Purchaser in a proceeding connection with this Agreement or the transactions contemplated hereby. As of the date of this Agreement, there is no shareholder rights plan, “poison pill” or similar antitakeover agreement or plan in equity effect to which Purchaser is subject, party or at law)otherwise bound.

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational limited liability company action on the part of Purchaser the Company and Merger Subthe Unitholders, and no other limited liability company proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The . (b) Except as set forth on Schedule 3.03(b), and except for (x) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (y) compliance with and filings under the HSR Act and (z) any violation, conflict, breach or default resulting solely from the Parent being party to the transactions contemplated hereby, the execution, delivery delivery, performance and performance compliance with the terms and conditions of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated hereby and thereby do not and shall not (ai) violate, conflict with, result in any breach of, or constitute a default under, result in a breach or violation of, (i) under any of the provisions of Purchaser’s or Merger Sub’s certificate the certificates of formation, certificate certificates of incorporation, limited liability company agreement, agreements or bylaws (or other equivalent organizational documents) of any Group Company in any material respect, or (ii) the provision of require any Law consent or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consentapproval under, notice or other action by any Person undercontravene, conflict with, violate or result in a breach of or constitute (with or without giving of notice, the lapse of time or both) a violation or default (or give rise to any right of termination, acceleration or cancellation of any rights or obligations) under any Material Contract or (iii) contravene, conflict with, or result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or Law to which any of their properties and assets are the Group Companies is subject or by which any Permit affecting the propertiesof its respective properties or assets is bound, assets or business of Purchaser or Merger Sub; or (civ) result in the creation or imposition of any a Lien (other than Permitted Liens) upon on any properties property or assets asset of Purchaser or Merger Subthe Group Companies, except where the failure of any of the representations and warranties contained in each case, other than with respect to clauses (a)(iii), except (iii) or (iv) above to the extent such conflict, default, violation, breach or Lien be true would not be material. This Agreement has been duly executed have a material and delivered by Purchaser and Merger Sub and, assuming adverse impact on any of the businesses of the Group Companies. (c) Assuming that this Agreement is a valid and binding obligation of the Companyother parties hereto, this Agreement constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless collectively, the “Enforceability Exceptions”). No appraisal or similar rights are available to any Unitholder under Contract or applicable Law in connection with the Merger or the consummation of whether considered in a proceeding in equity or at law)the transactions contemplated by this Agreement.

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions have been duly and validly authorized by has all requisite corporate or organizational action on power and authority to enter into this Agreement and the part other Transaction Agreements to which it is a party and to consummate the transactions contemplated by this Agreement and such other Transaction Agreements. The Board of Directors of the Purchaser has adopted a resolution approving this Agreement and Merger Sub, and no the other Transaction Agreements. No other corporate proceedings on the part of the Purchaser or Merger Sub are necessary to authorize this Agreement, the execution, delivery other Transaction Agreements or performance of to consummate the transactions contemplated by this Agreement. The executionExcept where the failure of any of the following to be true would not reasonably be expected to have a Purchaser Material Adverse Effect, the execution and delivery and performance of this Agreement and the other Transaction Agreements to which the Purchaser is a party by the Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated by this Agreement and such Transaction Agreements do not (a) conflict with, constitute a default under, with or result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to acceleratea violation of, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of the Purchaser, or require any material authorization, consent, approval, exemption or other action by or notice to any Governmental Entity, under the provisions of the Purchaser’s articles of incorporation or bylaws, as amended to date, or any material Contract, or any Law to which the Purchaser or Merger Sub, in each case, other than with respect to is subject. (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming b) Assuming that this Agreement and the other Transaction Agreements to which the Purchaser is a party are valid and binding obligations of the Company and the Shareholders, this Agreement and such other Transaction Agreements constitute a valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger SubPurchaser, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawsapplicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws Legal Requirements affecting creditors’ the enforceability of creditor’s rights generally and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)principles.

Authorization; No Breach; Valid and Binding Agreement. (a) The Company and each of its Subsidiaries has all requisite power, authority and legal capacity to execute and deliver this Agreement and each of the applicable Company Documents), to perform their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each of the Company Documents by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Sublimited liability company action, and no other proceedings on the its or their part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and or the consummation by Purchaser and Merger Sub of the Transactions will not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be materialCompany Documents. This Agreement has been been, and each of the Company Documents will be at or prior to the Closing, duly and validly executed and delivered by Purchaser Company and Merger Sub and, each of its Subsidiaries which is a party thereto and (assuming that the Stockholder Approval is obtained and the due authorization, execution and delivery of the other parties hereto and thereto), this Agreement is constitutes, and each of the Company Documents when so executed and delivered will constitute, a valid and binding obligation of the Company or the applicable Subsidiary of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies remedies. (regardless b) Except as set forth on the attached Authorization Schedule, the execution, delivery and performance of whether considered this Agreement by the Company and the consummation of the transactions contemplated hereby do not conflict with or result in any breach of, constitute a default under, result in a proceeding violation of, result in equity the creation of any Lien upon any material assets of the Company or at any of its Subsidiaries under, or require any authorization, consent, approval, exemption or other action by or notice to any court or other Governmental Entity under, the provisions of the Company’s or any of its Subsidiaries’ certificates or articles of incorporation or bylaws (or equivalent organizational documents) or any material indenture, mortgage, lease, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is bound, or any law), statute, rule or regulation or order, judgment or decree to which the Company or any of its Subsidiaries is subject.

Authorization; No Breach; Valid and Binding Agreement. (a) With respect to Sponsor only, it has all requisite corporation or limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub Sponsor and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger SubSponsor, and no other corporate actions or proceedings on the part of Purchaser or Merger Sub Sponsor are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereby. If such Purchaser Shareholder is a natural person, such Purchaser Shareholder has full legal capacity, right and authority to execute and deliver this Agreement. , to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. (b) The execution, delivery and performance of this Agreement by such Purchaser and Merger Sub Shareholder and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby do not and will not (a) conflict withwith or result in any breach of, constitute a default (or an event that, with or without notice or lapse of time or both, would become a default) under, result in a breach or violation of, result in the creation of any Lien upon any assets or properties of such Purchaser Shareholder under, give rise to any right of payment, penalty, modification, amendment or termination, cancellation or acceleration with respect to, or loss or impairment of any right under, or require any authorization, consent, approval, exemption or other action by, notice to or filing with any court or other Governmental Authority under (i) the provisions of PurchaserSponsor’s Organizational Documents (with respect to Sponsor only), (ii) any Contract or Merger Sub’s certificate of formationinstrument or Permit to which such Purchaser Shareholder or its, certificate of incorporation, limited liability company agreement, bylaws his or other organizational documentsher properties or assets is bound, or (iii) any Law, statute, rule or regulation or order, judgment or decree to which such Purchaser Shareholder is subject or its or their respective properties or assets are subject; except, with respect to clause (ii) or (iii) of this Section 1.2(b), where the provision of any Law or Governmental Order applicable failure to Purchaser or any of its Subsidiaries; (b) require the obtain such authorization, consent, notice approval or other action by any Person underexemption would not, conflict with, result in a violation individually or breach of, constitute a default under, result in the acceleration of aggregate, prevent, materially impair or create in any party materially delay such Purchaser Shareholder from consummating the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or transaction contemplated hereby. (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by such Purchaser Shareholder, and Merger Sub and, assuming that this Agreement is a valid and binding obligation of the Companyother parties hereto, this Agreement constitutes a valid and binding obligation of such Purchaser and Merger SubShareholder, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Related Agreements to which it is a party by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Sub, and no other corporate proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement, subject only to obtaining the Stockholder Approval. The Board of Directors of the Company has (i) unanimously resolved that the Merger is advisable and in the best interests of the Company and its stockholders, and (ii) unanimously approved this Agreement and the Merger. (b) Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (ii) the Stockholder Approval; and (iii) compliance with and filings under the HSR Act, if required, and any other Antitrust Law, the execution, delivery delivery, performance and performance compliance with the terms and conditions of this Agreement by Purchaser the Company and Merger Sub the Related Agreements to which the Company is a party and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated hereby and thereby do not and shall not (aA) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person underviolate, conflict with, result in any breach of, or constitute a default under any of the provisions of any Organizational Documents of any Group Company, (B) violate or result in a breach of or constitute a violation or breach of, constitute a default under, result in the acceleration of or create in give any party Person the right to accelerate, terminate, materially modify or cancel accelerate any right or obligation under, or require consent, waiver, approval or notice under, any Material Contract or any material Permit issued to which Purchaser or Merger Sub is a party or by which either of them is bound or any Group Company, (C) violate any Law to which any of their properties and assets are the Group Companies is subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (cD) result in the creation or imposition of any Lien (other than Permitted Liens) upon over any properties property or assets of Purchaser or Merger Sub, in each case, other than with respect to any Group Company. (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. c) This Agreement has been duly executed and delivered by Purchaser and Merger Sub the Company and, assuming that this Agreement is a valid and binding obligation of the Companyother Parties hereto, this Agreement constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at lawcollectively, the “Enforceability Exceptions”).

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Sub, and no other proceedings on the Company’s part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. . (b) The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub the Company of the Transactions transactions contemplated hereby do not and will not violate, in any material respect, any provisions of the Company’s, any Company Subsidiary’s or, to the Company’s knowledge, any Company JV’s Organizational Documents. (ac) Except (i) as set forth on the Authorization Schedule or (ii) where the failure of any of the following to be true would not have a Material Adverse Effect, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not: (A) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser the Company or Merger Subits Subsidiaries; (B) violate or result in a breach of, or constitute a default or require consent under or give rise to any right of termination, cancellation or acceleration of any right or obligation under, with or without the giving of notice, any provision of any Material Contract to which the Company or any of its Subsidiaries is a party; or (C) violate or result in each case, other than with respect to (a)(i), except a breach of any Law or Permit applicable to the extent such conflictCompany, defaultany Subsidiary of the Company or, violationto the Company’s knowledge, breach or Lien would not be material. any Managed Property. (d) This Agreement has been duly executed and delivered by Purchaser and Merger Sub the Company and, assuming that this Agreement is a valid and binding obligation of the Companyother parties hereto, constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of this Agreement by Purchaser and Merger Sub the Related Agreements to which it is a party, and the consummation by Purchaser and Merger Sub the Company of the Transactions transactions contemplated hereby and thereby, have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Sub, and no other corporate proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The affirmative vote or consent of (i) the Company Stockholders holding at least a majority of the issued and outstanding shares of Company Common Stock and Company Preferred Stock (on an as-converted to Company Common Stock basis), voting together as a single class and (ii) the Company Stockholders holding at least a majority of the issued and outstanding shares of Company Preferred Stock, voting together as a single class, constitutes the requisite Company Stockholder Approval. The Company Board has (i) resolved that the Merger is advisable and in the best interests of the Company and the Company Stockholders, and (ii) approved the Agreement and the Merger. The Company Special Committee has determined that the transactions contemplated hereby are advisable and fair to and in the best interests of the Company and its stockholders and has recommended that the full Company Board approve this Agreement and the transactions contemplated hereby. (b) Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; and (ii) compliance with and filings under the HSR Act, if required, and any other Antitrust Law, the execution, delivery delivery, performance and performance compliance with the terms and conditions of this Agreement by Purchaser the Company and Merger Sub the Related Agreements to which the Company is a party and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated hereby and thereby do not and shall not (aA) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person underviolate, conflict with, result in any breach of, or constitute a default under any of the provisions of any Organizational Documents of the Company, (B) violate or result in a breach of, in any material respect, or constitute a violation or breach of, constitute a default under, result in the acceleration of or create in any party material respect, or give any Person the right to accelerateterminate or modify, terminateor require consent, modify waiver, approval or cancel notice under, any Material Contract to which Purchaser or Merger Sub the Company is a party or by which either of them it is bound or any Permit issued to the Company, (C) violate, in any material respect, any Law to which any of their properties and assets are subject or any Permit affecting the propertiesCompany is subject, assets or business of Purchaser or Merger Sub; or (cD) result in the creation or imposition of any Lien (Lien, other than a Permitted Liens) upon Lien, over any properties property or assets of Purchaser the Company. (c) Section 2.03(c) of the Company Disclosure Schedule sets forth all necessary consents, waivers and approvals of parties to any Contracts as are required thereunder in connection with the Merger, or Merger Subfor any such Contract to remain in full force and effect without limitation, in each casemodification or alteration after the Effective Time so as to preserve all rights of, other than with respect to and benefits to, the Company under such Contracts from and after the Effective Time. (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. d) This Agreement has been duly executed and delivered by Purchaser and Merger Sub the Company and, assuming that this Agreement is a valid and binding obligation of the Companyother Parties hereto, this Agreement constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless collectively, the “Enforceability Exceptions”). Table of whether considered in a proceeding in equity or at law).Contents

Authorization; No Breach; Valid and Binding Agreement. (a) Each of the Company and FGH has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party and, (subject to the consents, approvals, authorizations and other requirements described in this Section 3.03), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby (including the Share Sale). The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by Purchaser each of the Company and Merger Sub FGH, as applicable, and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other corporate actions or proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The Agreement or the Ancillary Agreements and the consummation of the transactions contemplated hereby (including the Share Sale) and thereby. (b) Except as set forth on Section 3.03(b) of the Company Disclosure Letter, the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by Purchaser and Merger Sub the Company and/or FGH, as applicable, and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby do not and will not (a) conflict withwith or result in any breach of, constitute a default (or an event that, with or without notice or lapse of time or both, would become a default) under, result in a breach or violation of, result in the creation of any Lien (other than a Permitted Lien) upon any assets or properties of any Target Company under, give rise to any right of payment, penalty, modification, amendment or termination, cancellation or acceleration with respect to, or loss or impairment of any right under, or require any authorization, consent, approval, exemption or other action by, notice to or filing with any court or other Governmental Authority under (i) the provisions of Purchaser’s the Organizational Documents of any Target Company, (ii) any Contract or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws Permit to which any Target Company or other organizational documentsits properties or assets is bound, or (iii) any Law, statute, rule or regulation or order, judgment or decree to which any Target Company is subject or its or their respective properties or assets are subject; except, with respect to clause (ii) and (iii) of this Section 3.03(b), where the provision failure to obtain such authorization, consent, approval or exemption would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Assuming the truth and completeness of any Law or Governmental Order applicable to the representations and warranties of Purchaser contained in this Agreement and the Ancillary Agreements, the execution and delivery of this Agreement or any Ancillary Agreement by the Company and/or FGH do not, and the performance of its Subsidiaries; this Agreement or any Ancillary Agreement by the Company and/or FGH will not, require any Regulatory Approval except for: (bi) require the consentcompliance with, notice or other action by any Person filings under, conflict withand approvals of Governmental Authorities relating to, result in a violation the requirements of the HSR Act, the federal securities Laws and/or any U.S. state securities or breach of“blue sky” Laws, constitute a default underand the rules and regulations of the NYSE; and (ii) Regulatory Approvals where the failure to obtain such Regulatory Approvals would not, result individually or in the acceleration of or create in any party the right aggregate, reasonably be expected to acceleratehave a Company Material Adverse Effect. (d) This Agreement has been, terminate, modify or cancel any Contract and at Closing each Ancillary Agreement to which Purchaser or Merger Sub the Company and/or FGH is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the propertieswill be, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser the Company and/or FGH, as applicable, and Merger Sub and, assuming that this Agreement and each Ancillary Agreement is a valid and binding obligation of the Companyother parties hereto and thereto, this Agreement and each Ancillary Agreement to which the Company and/or FGH is a party constitutes a valid and binding obligation of Purchaser and Merger Subthe Company and/or FGH, as applicable, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance by the Seller of this Agreement by Purchaser and Merger Sub all of the other agreements and instruments contemplated hereby to which the Seller is a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby have been duly and validly authorized by all requisite action, and no other corporate act or organizational action proceeding on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are Seller is necessary to authorize the execution, delivery or performance of this AgreementAgreement and the other agreements contemplated hereby to which the Seller is a party or the consummation of the transactions contemplated hereby or thereby. The Seller has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 4.07 or on Schedule 4.07, the Seller’s execution, delivery and performance of this Agreement by Purchaser and Merger Sub each of the other agreements and instruments contemplated hereby to which the Seller is a party, and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby, will not breach or violate (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of PurchaserSeller’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (iib) the provision of any applicable Law or Governmental Order applicable to Purchaser the Seller, or any of its Subsidiaries; (bc) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser the Seller is bound, except in the cases of clauses (b) and (c), where such breach or Merger Sub violation would not materially and adversely affect the Seller’s ability to execute, deliver and perform this Agreement or consummate the transactions contemplated hereby. This Agreement and each of the other agreements and instruments contemplated hereby to which the Seller is a party and that is required by the terms of this Agreement to be executed on or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting before the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has date hereof have been duly executed and delivered by Purchaser and Merger Sub the Seller and, assuming that this Agreement is a and such other agreements and instruments have been duly executed, authorized and delivered by the other parties thereto, this Agreement and each of such other agreements and instruments constitute valid and binding obligation obligations of the Company, constitutes a valid and binding obligation of Purchaser and Merger SubSeller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution(a) Seller has the requisite limited liability company power and authority to enter into, delivery deliver and performance of perform its obligations under this Agreement by Purchaser and Merger Sub and to consummate the consummation by Purchaser and Merger Sub transactions contemplated hereby. Except as set forth on Section 4.04(a) of the Transactions have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger SubDisclosure Schedules, and no other requisite limited liability company action or other limited liability company proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The Agreement and the consummation of the transactions contemplated hereby. (b) Except as set forth on Section 4.04(b) of the Disclosure Schedules, the execution, delivery and performance of this Agreement by Purchaser and Merger Sub Seller does not, and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby will not (a) not, with the passage of time or giving of notice or both, conflict withwith or result in any breach of, constitute a change of control or other default that would be a default under, result in a breach or violation of, (i) the provisions give to others any right of Purchaser’s termination or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict withacceleration, result in a violation or breach of, constitute a default under, result in the acceleration creation of any Lien upon any material assets or create in properties of the Acquired Entities under, or require any party the right authorization, consent, approval, exemption or other action by or notice to accelerateany Person, terminateincluding any court or other Governmental Entity: (i) under any indenture, modify mortgage, lease, loan agreement or cancel any Contract other agreement or instrument to which Purchaser or Merger Sub is a party or by which either of them an Acquired Entity is bound or its properties subject, or any Law to which an Acquired Entity or any of their respective properties and assets are subject subject, except where the failure of any of the following to be true would not reasonably be expected to be materially adverse to the Acquired Entities, taken as a whole; or (ii) the provisions of the Organizational Documents of Hornet or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or Eureka; (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement is a legal, valid and binding obligation of the CompanyPurchaser, this Agreement constitutes a legal, valid and binding obligation of Purchaser and Merger SubSeller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies remedies. (regardless d) Except as set forth on Section 4.04(d) of whether considered the Disclosure Schedules, all rights of first offer, tag-along rights or other approval rights, including any Requisite Member Approval (as defined in the Eureka LLC Agreement), under the Eureka LLC Agreement arising as a proceeding in equity result of the consummation of the transactions contemplated by this Agreement have been waived or at law)deemed waived by Xxxxxx Energy NY, LLC or have expired.

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on action, and, subject to obtaining the part of Purchaser and Merger SubMember Approval, and no other corporate proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The approval of (i) members of the Company who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the Company owned by all of the members of the Company and (ii) the Aquiline Blockers (clause (i) and (ii), the “Member Approval”) are the only votes of the membership interests of the Company required to approve this Agreement and the transactions contemplated by this Agreement, including the Merger. (b) Except for (v) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (w) the Member Approval, (x) compliance with and filings under the HSR Act and any other Antitrust Law, and (y) the Transaction Approvals, the execution, delivery delivery, performance and performance compliance with the terms and conditions of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated hereby do not (a) conflict with, constitute a default under, result in a breach or violation of, and shall not (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person underviolate, conflict with, result in any breach of, or constitute a default under any of the provisions of the certificates of incorporation or bylaws (or equivalent organizational documents) of any Group Company, (ii) violate or result in a breach of or constitute a violation or breach ofdefault under any Material Contract, constitute a default under, (iii) result in the acceleration imposition or creation of any material Lien upon or create in with respect to any party of the right to accelerate, terminate, modify assets of any of the Group Companies or cancel (iv) violate any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or Law to which any of their properties the Group Companies is subject, except where the failure of any of the representations and assets are subject warranties contained in clauses (ii), (iii) or any Permit affecting (iv) above to be true would not be material to the properties, assets or business of Purchaser or Merger Sub; or Group Companies taken as a whole. (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement is a valid and binding obligation of the Companyother parties hereto, this Agreement constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery (a) Each of Parent and performance of this Agreement by Purchaser and Merger Acquisition Sub and the consummation by Purchaser and Merger Sub of the Transactions have been duly and validly authorized by has all requisite corporate or organizational action on power and authority to execute and deliver this Agreement and the part of Purchaser other Transaction Documents to which it is a party and Merger Sub, to perform its obligations hereunder and no other proceedings on thereunder and to consummate the part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreementtransactions contemplated hereby and thereby. The execution, delivery and performance by each of Parent and Acquisition Sub of this Agreement by Purchaser and Merger Sub the other Transaction Documents to which it is a party and the consummation by Purchaser each of Parent and Merger Acquisition Sub of the Transactions will transactions contemplated hereby and thereby have been duly and validly approved by all requisite corporate action. (b) The execution, delivery, and performance by each of Parent and Acquisition Sub of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby do not (a) conflict with, constitute a default under, result in a breach or violation of, and shall not (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person underviolate, conflict with, result in any breach of, or constitute a default under any of the provisions of any of the Purchaser Organizational Documents; (ii) violate or result in a breach of or constitute a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel under any Contract to which Purchaser Parent or Merger Acquisition Sub is a party or is otherwise bound in a manner that would prevent or materially delay the consummation of the transactions contemplated by which either of them is bound this Agreement or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Subother Transaction Documents; or (ciii) result in the creation a material breach or imposition material violation by Parent or Acquisition Sub of any Lien of the terms, conditions or provisions of any Law or Order to which Parent or Acquisition Sub is subject. (other than Permitted Liensc) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has and the other Transaction Documents to which Parent or Acquisition Sub is a party have been duly executed and delivered by Purchaser and Merger Sub Parent or Acquisition Sub, as applicable and, assuming that this Agreement is a and such Transaction Documents are valid and binding obligation obligations of Seller and the Companyother parties thereto, constitutes a this Agreement and such Transaction Documents constitute valid and binding obligation obligations of Purchaser each of Parent and Merger Acquisition Sub, enforceable in accordance with its termsthe terms hereof and thereof, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting subject to the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)Enforceability Exceptions.

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement and the Related Documents by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on and, subject to receipt of the part of Purchaser and Merger SubStockholder Consent with respect to the Merger, and no other corporate proceedings on of the part of Purchaser or Merger Sub Company are necessary to authorize the execution, delivery or performance of this Agreement. The . (b) Except as set forth on Schedule 3.03(b), the execution, delivery and performance of this Agreement and the Related Documents by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub the Company of the Transactions transactions contemplated hereby and thereby do not and will not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser the Company under, (i) the provisions of any of the Acquired Companies’ certificate of incorporation or Merger Subbylaws, in each caseas applicable, other than with respect (ii) any Law to which any Acquired Company is subject, or (a)(iiii) any Material Contract to which any Acquired Company is a party. Except as set forth on Schedule 3.03(b), except no consent, notice, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained or made by or on behalf of any Acquired Company in connection with the extent such conflictexecution, default, violation, breach delivery and performance of this Agreement and the Related Documents or Lien would not be material. the consummation of the transactions contemplated hereby or thereby. (c) This Agreement has been duly executed and delivered by Purchaser and Merger Sub the Company and, assuming that this Agreement is a valid and binding obligation of the Companyother parties hereto, constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless remedies. When each Related Document has been duly executed and delivered by the Company and, assuming that such Related Document is a valid and binding obligation of whether considered the other parties thereto, such Related Document shall constitute a valid and binding obligation of the Company, enforceable against the Company in a proceeding in accordance with its terms, except as such enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity or at law)affecting the availability of specific performance and other equitable remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Except for requisite stockholder approval, this Agreement has been duly authorized, executed and delivered by the Company. Except (i) as set forth on the attached Authorization Schedule and (ii) for (A) the applicable requirements, if any, of state securities or "blue sky" laws ("Blue Sky Laws") and (B) the pre-merger notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, anx xxx xxxxx xxx xegulations thereunder (the "HSR Act"), the execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated hereby do not (ax) conflict withwith or result in any material breach of, constitute a material default under, result in a breach or material violation of, or require any material authorization, consent, approval, exemption or other action by or notice to any court or other Governmental Entity, under (i1) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser Company's or any of its Subsidiaries; ' certificate or articles of incorporation or bylaws, (b2) require the consentany material indenture, notice mortgage, lease, loan agreement or other action by any Person under, conflict with, result in a violation material agreement or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract instrument to which Purchaser the Company or Merger Sub any of its Subsidiaries is a party or by which either any of them is bound the Company, or any of its Subsidiaries or their respective assets or properties are bound, or (3) any law, statute, rule or regulation or order, judgment or decree to which the Company or any of their properties and assets are its Subsidiaries is subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (cy) result in the creation or imposition of any material Lien (other than Permitted Liens) upon any material assets or properties of the Company or assets any of Purchaser or Merger Subits Subsidiaries. Assuming the due authorization, in each caseexecution and delivery by Buyer and the other parties hereto, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming that this Agreement is constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ ' rights and general principles of equity affecting the availability of specific performance and other equitable remedies remedies. (regardless b) The board of whether considered directors of the Company (the "Company Board") has, by unanimous vote of those present (who constituted 100% of the directors then in office), duly and validly, in accordance with the DGCL, authorized the execution and delivery of this Agreement and approved the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Company Board for the consummation of the transactions, including the Merger, contemplated hereby and has resolved to recommend that the stockholders of the Company approve and adopt this Agreement. The Company Board has directed that this Agreement be submitted to the stockholders of the Company for their approval. The affirmative approval of the holders of Company Shares representing a proceeding in equity majority of the votes that may be cast by the holders of all outstanding shares of Company Shares are the only votes of the holders of any class or at law)series of capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by Purchaser and Merger Sub all of the other agreements and instruments contemplated hereby to which the Company is a party, and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby, have been duly and validly authorized by all requisite corporate action, and no other corporate act or organizational action proceeding on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are Company is necessary to authorize the execution, delivery delivery, or performance of this Agreement. The Agreement and the other agreements contemplated hereby to which the Company is a party, or the consummation of the transactions contemplated hereby or thereby. (b) Except as set forth on Schedule 3.03(b), and subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 3.12 or on Schedule 3.12(a), the execution, delivery and performance by the Company of this Agreement by Purchaser and Merger Sub the other agreements and instruments contemplated hereby to which the Company is a party, and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby, (i) do not and will not (a) conflict with, or result in any breach of, constitute a default under, or result in a breach or violation of, (i) of the provisions of Purchaserthe Company’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; ’ certificate or articles of incorporation or limited liability company agreement (bor equivalent organizational documents), (ii) require the consent, notice do not and will not conflict with or other action by any Person under, conflict with, result in a violation or any breach of, constitute a default under, result in the acceleration of or create in any party the right to acceleratea violation of, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser the Company or Merger Subany of its Subsidiaries under, or require any authorization, consent, approval, exemption or other action by or notice to any court or other Governmental Entity under, any Company Material Contract or Company Leased Real Property Lease to which the Company or any of its Subsidiaries is bound, or any Law to which the Company or any of its Subsidiaries is subject, except, in each case, other than with respect to the case of the preceding clause (a)(iii), except where the occurrence of any of the foregoing would not reasonably be expected to be, individually or in the aggregate, material to the extent such conflictCompany and its Subsidiaries, default, violation, breach or Lien would not be materialtaken as a whole. This Agreement has and each of the other agreements and instruments contemplated hereby to which the Company is a party and that is required to by the terms of this Agreement to be executed on or before the date hereof, have been duly executed and delivered by Purchaser and Merger Sub the Company and, assuming that this Agreement is a and such other agreements and instruments have been duly executed, authorized and delivered by the other parties thereto, this Agreement and each of such other agreements and instruments constitute valid and binding obligation obligations of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable in accordance with its their respective terms, except as enforceability may be limited by bankruptcy Lawsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)equity.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions have been duly and validly authorized by Company has all requisite corporate or organizational action on the part of Purchaser power and Merger Subauthority to execute and deliver, and no other proceedings on perform its obligations under, this Agreement and the part of Purchaser or Merger Sub are necessary Ancillary Agreements to authorize which the execution, delivery or performance of this AgreementCompany is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby have been, duly and validly authorized by all requisite action, and no other proceedings on its part are necessary to authorize or approve the execution, delivery or performance of this Agreement or the Ancillary Agreements to which the Company is a party or the consummation of the transactions contemplated hereby or thereby. Except as set forth on the Authorization Schedule and except for the applicable requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not not, (ai) conflict with, constitute a default under, violate or result in a breach of or violation ofconstitute a default under any Law, (i) the provisions Order or authorization of Purchaser’s or Merger Sub’s certificate of formationa Governmental Entity, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser the Company or any of its Subsidiaries; , (bii) require conflict with or violate the consentprovisions of the Company Certificate of Incorporation, notice Company Bylaws, or other action by any Person underof the Company’s Subsidiaries’ Organizational Documents, conflict with, or (iii) result in a violation or any breach of, constitute a default underunder (or event which with the giving of notice or lapse of time, or both, would become a default), trigger any payments pursuant to, or result in the termination, cancellation, loss, modification or acceleration (whether after the filing of notice or create in the lapse of time or both) of any party right or obligation of the right to accelerate, terminate, modify Company or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject its Subsidiaries under, or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser the Company or Merger Subany of its Subsidiaries under, any Registration or Contract set forth on the Contracts Schedule, that would adversely affect the business of the Company or any of its Subsidiaries in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be materialany material respect. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement is a valid and binding obligation of the CompanyPurchaser, constitutes this Agreement and the Ancillary Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement and such Ancillary Agreements by the other parties hereto and thereto, constitute legally valid and binding obligation obligations of Purchaser and Merger Subthe Company, enforceable against the Company in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy Laws, other similar applicable Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub all of the other agreements and instruments contemplated hereby to which the Company is a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby (including the Merger) have been duly and validly authorized by all requisite corporate action, in each case by the Company, and no other act or organizational action proceeding (corporate or otherwise) on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are Company is necessary to authorize the execution, delivery or performance of this Agreement, the other agreements contemplated hereby or the consummation of the transactions contemplated hereby or thereby (including the Merger), other than the Stockholder Consent and the filing of the Articles of Merger as required by the Nevada Act. The Except as set forth on Schedule 3.03, the execution, delivery and performance by the Company of this Agreement by Purchaser and Merger Sub the other agreements and instruments contemplated hereby to which the Company is a party, and the consummation by Purchaser and Merger Sub of the Transactions will not transactions contemplated hereby and thereby (including the Merger), (a) do not and will not conflict withwith or result in any breach of, constitute a default under, or result in a breach or violation of, (i) of the provisions of Purchaserthe Company’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; ’ certificate or articles of incorporation or bylaws (or equivalent organizational documents), (b) require the consent, notice do not and will not conflict with or other action by any Person under, conflict with, result in a violation or any breach of, constitute a default under, result in the acceleration of or create in any party the right to acceleratea violation of, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser the Company or Merger Subany of its Subsidiaries under, or require any authorization, consent, approval, exemption or other action by or notice to any court or other Governmental Authority under, any Contract to which the Company or any of its Subsidiaries is bound, or any law, statute, rule or regulation or order, judgment or decree to which the Company or any of its Subsidiaries is subject, except, in each case, other than with respect to the case of this clause (a)(ib), except where the failure of any of the foregoing to the extent such conflict, default, violation, breach or Lien be true would not reasonably be materialexpected to result in the Company or any of its Subsidiaries being required to make any material payment, forego any material right or benefit or incur a material liability or obligation. This Agreement and each of the other agreements and instruments contemplated hereby to which the Company is a party and that is required to by the terms of this Agreement to be executed on or before the date hereof, has been duly executed and delivered by Purchaser and Merger Sub the Company and, assuming that this Agreement is and each of these other agreements and instruments has been duly executed, authorized and delivered by the Purchaser, Merger Sub 1 and Merger Sub 2, this Agreement and each of these other agreements and instruments constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The Except as set forth in Section 5.03 of the Disclosure Schedules, the execution, delivery and performance of this Agreement by Purchaser the Seller and Merger Sub Seller’s Choice and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The Except as set forth in Section 5.03 of the Disclosure Schedules, the execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Seller and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated hereby do not (a) conflict with, constitute a default under, with or result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to acceleratea violation of, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser Seller or Merger SubSeller’s Choice under, in each caseor require any authorization, consent, approval, exemption or other than with respect action by or notice to any court or other foreign, federal, state or local government, or any political subdivision thereof, or any court, agency or other body, organization, group, stock market or exchange exercising any executive, legislative, judicial, quasi-judicial, regulatory or administrative function of government (a)(i)“Governmental Authority”) under, except the provisions of Seller’s Choice’s articles of incorporation, articles of organization, bylaws (or equivalent organizational documents) or any Material Contracts, or any Law, statute, rule or regulation or order, judgment or decree to the extent such conflict, default, violation, breach or Lien would not be materialwhich Seller’s Choice is subject. This Agreement has been duly executed and delivered by Purchaser the Seller and Merger Sub Seller’s Choice and, assuming that this Agreement is a valid and binding obligation of the Companyother parties hereto, this Agreement constitutes a valid and binding obligation of Purchaser the Seller and Merger SubSeller’s Choice, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawsbankruptcy, other similar Laws laws or regulations affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance by the Company of this Agreement by Purchaser and Merger Sub the other Transaction Documents to which it is a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby, and the performance by the Company of its obligations hereunder and thereunder, have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The Agreement and the Transaction Documents, other than, with respect to the Merger, the Stockholder Approval. (b) Except as set forth on the attached Authorization Schedule and except for the applicable requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), the execution, delivery and performance by the Company of this Agreement by Purchaser and Merger Sub the other Transaction Documents to which it is a party do not, and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby will not not, (ai) conflict withwith or result in any material breach of the terms, conditions or provisions of the Company’s or its Subsidiaries’ Governing Documents, or (ii) conflict with or result in any material breach of, constitute a material default under, result in a breach or material violation of, (i) result in the provisions creation of Purchaser’s any material Lien upon any material assets of the Company or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documentsits Subsidiaries under, or (ii) the provision of require any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the material authorization, consent, notice approval, exemption or other action by or notice to any Person court or other Governmental Entity under, conflict withthe provisions of any material indenture, result in a violation mortgage, lease, loan agreement or breach ofother agreement or instrument set forth on the attached Contracts Schedule, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract Law to which Purchaser the Company or Merger Sub its Subsidiaries is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or subject. (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement and each other Transaction Document to which they are parties is a valid and binding obligation of the CompanyParent, constitutes a valid and binding obligation of the Purchaser and Merger Sub, this Agreement constitutes, and upon their execution and delivery, the other Transaction Documents to which the Company is to become a party will constitute, valid and binding obligations of the Company, enforceable in accordance with its their respective terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub all of the other agreements and instruments contemplated hereby to which the Company is a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby have been duly and validly authorized by all requisite corporate action (including approval by the Seller in its capacity as sole stockholder of the Company), and no other act or organizational action proceeding (corporate or otherwise) on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are Company is necessary to authorize the execution, delivery or performance of this Agreement, the other agreements contemplated hereby or the consummation of the transactions contemplated hereby or thereby. The Except as set forth on Schedule 3.03, the execution, delivery and performance by the Company of this Agreement by Purchaser and Merger Sub the other agreements and instruments contemplated hereby to which the Company is a party, and the consummation by Purchaser and Merger Sub of the Transactions will not transactions contemplated hereby and thereby, (a) do not and will not conflict withwith or result in any breach of, constitute a default under, or result in a breach or violation of, (i) of the provisions of Purchaserthe Company’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; ’ certificate or articles of incorporation or bylaws (or equivalent organizational documents), (b) require the consent, notice do not and will not conflict with or other action by any Person under, conflict with, result in a violation or any breach of, constitute a default under, result in the acceleration of or create in any party the right to acceleratea violation of, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser the Company or Merger Subany of its Subsidiaries under, or require any authorization, consent, approval, exemption or other action by or notice to any court or other Governmental Authority under, any Contract, license, permit, indenture, mortgage, lease, loan agreement or similar other agreement or instrument to which the Company or any of its Subsidiaries is bound, or any law, statute, rule or regulation or order, judgment or decree to which the Company or any of its Subsidiaries is subject, except, in each case, other than with respect to the case of this clause (a)(ib), except where the failure of any of the foregoing to be true would not reasonably be expected to be, individually or in the aggregate, material to the extent such conflict, default, violation, breach or Lien would not be materialBusiness. This Agreement and each of the other agreements and instruments contemplated hereby to which the Company is a party and that is required to by the terms of this Agreement to be executed on or before the date hereof, has been duly executed and delivered by Purchaser and Merger Sub the Company and, assuming that this Agreement is and each of these other agreements and instruments has been duly executed, authorized and delivered by the Purchaser and the Seller, this Agreement and each of these other agreements and instruments constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) The board of directors of the Company, by resolutions duly adopted at a meeting duly called and held, or by written consent in lieu of a meeting of the board of directors, has (i) approved and authorized the execution and delivery of this Agreement, (ii) approved the consummation of the transactions contemplated hereby, including the Merger, (iii) determined that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are advisable, (iv) recommended that the Stockholders approve this Agreement and the Merger, and (v) directed that this Agreement and the Merger be submitted to the Stockholders for their approval. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby (x) have been duly and validly authorized by all requisite action, corporate or organizational action on the part of Purchaser and Merger Subotherwise, and no other proceedings on the their part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery Agreement and performance of this Agreement by Purchaser and Merger Sub and (y) are within the consummation by Purchaser and Merger Sub of the Transactions will not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of PurchaserCompany’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be materialcorporate powers. This Agreement has been duly executed and delivered by Purchaser and Merger Sub the Company and, when the Requisite Stockholder Approval is obtained, assuming that this Agreement is a valid and binding obligation of the Companyother parties hereto, constitutes will constitute a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies remedies. (regardless b) Except as have been obtained on or prior to the date hereof, the Requisite Stockholder Approval is the only vote of whether considered the Stockholders required to approve this Agreement and the Merger. (c) Except as set forth on Schedule 4.04(c), the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby do not conflict with or result in any material breach of, constitute a material default under, result in a proceeding material violation of, result in equity the creation of any material Lien (other than a Permitted Lien) upon any material assets of the Company or at lawany of its Subsidiaries under, or require any material authorization, consent, approval, exemption or other action by or notice to any Governmental Body under, (i) the provisions of the Company’s or any of its Subsidiaries’ Organizational Documents (assuming the Requisite Stockholder Approval is obtained), (ii) any Significant Contracts, or (iii) any Law or Order to which the Company or any of its Subsidiaries is subject.

Authorization; No Breach; Valid and Binding Agreement. (a) The Company has full corporate power and authority to execute and deliver and perform this Agreement and to consummate the transactions contemplated hereby, subject, in the case of the consummation of the Merger, to the Shareholder Approval. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on action, and, subject to obtaining the part Shareholder Approval in the case of Purchaser and Merger Subthe Merger, and no other corporate proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The Agreement or the consummation of the transactions contemplated hereby. (b) Except as set forth on Schedule 3.03(b), the execution, delivery delivery, performance and performance compliance with the terms and conditions of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated hereby and thereby do not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person underand shall not violate, conflict with, result in a violation or any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result by its terms in the, termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or create any obligation to make a payment to any other Person under, or result in the acceleration creation of a Lien on, or create in the loss of, any party assets of any Group Company pursuant to, (i) any of the right to accelerateprovisions of the Organizational Documents (or equivalent organizational documents) of any Group Company, terminate, modify (ii) any Material Contract or cancel Permit or (iii) any Contract to which Purchaser Law or Merger Sub is a party or by which either of them is bound or Order to which any of their properties the Group Companies is subject, except where the failure of any of the representations and assets are subject warranties contained in clause (iii) above to be true would not reasonably be expected to have, individually or any Permit affecting in the propertiesaggregate, assets or business of Purchaser or Merger Sub; or a Material Adverse Effect. (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser the Company, and Merger Sub and, assuming that this Agreement is a valid and binding obligation of the CompanyParent and the Merger Sub, this Agreement constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on limited liability company action, including the part Unitholder Consent (which has been delivered to the Purchaser concurrently with the execution of Purchaser and Merger Subthis Agreement), and no other limited liability company proceedings on the Company’s or Unitholders’ part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this AgreementAgreement and the consummation by the Company of the transactions contemplated hereby. The Except as set forth on the Authorization Schedule, the execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub the Company of the Transactions will transactions contemplated hereby do not (a) conflict with, constitute a default (or event that, with notice or lapse of time or both, would constitute a default) under, result in a breach or violation of, (i) the provisions give rise to any right of Purchaser’s termination, cancellation, acceleration or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision alteration of any Law right or Governmental Order applicable to Purchaser obligation or a loss or alteration of any benefit of the Company or any of its Subsidiaries; (b) require the consent, notice or other action by any Person Subsidiaries under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser the Company or Merger Subany of its Subsidiaries under, (i) the provisions of the Company’s or any of its Subsidiaries’ certificates or articles of incorporation or bylaws (or equivalent organizational documents), (ii) any applicable Law or (iii) any Material Contract or material Real Property Lease to which the Company or any of its Subsidiaries is a party, except, in each case, other than with respect to the case of clauses (a)(iii) and (iii), except as would not reasonably be expected, individually or in the aggregate, to be material to the extent such conflict, default, violation, breach or Lien would not be materialCompany and its Subsidiaries taken as a whole. This Agreement has been duly executed and delivered by Purchaser and Merger Sub the Company and, assuming that this Agreement is a valid and binding obligation of the CompanyPurchaser and the Merger Sub, constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub all of the other agreements and instruments contemplated hereby to which XXXX is a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby (including the Mergers) have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Sublimited liability company action, and no other proceedings act or proceeding (corporate or otherwise) on the its part of Purchaser or Merger Sub are is necessary to authorize the execution, delivery or performance of this Agreement, the other agreements contemplated hereby or the consummation of the transactions contemplated hereby or thereby (including the Mergers), other than the unitholder consents and the filing of the Certificates of Merger as required by the DLLCA and OLLCA. The execution, delivery and performance by XXXX of this Agreement by Purchaser and Merger Sub the other agreements and instruments contemplated hereby to which it is a party, and the consummation by Purchaser and Merger Sub of the Transactions will not transactions contemplated hereby and thereby: (a) do not and will not conflict withwith or result in any breach of, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation of the provisions of its certificate of formation or operating agreement, (b) do not and will not conflict with or result in any breach of, constitute a default under, result in the acceleration of or create in any party the right to acceleratea violation of, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties of its assets, or assets of Purchaser require any authorization, consent, approval, exemption or Merger Subother action by or notice to any court or other Governmental Authority under, in each caseany contract to which it is bound, other than with respect or any law, statute, rule or regulation or order, judgment or decree to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be materialwhich it is subject. This Agreement and each of the other agreements and instruments contemplated hereby to which it is a party and that is required by the terms of this Agreement to be executed on or before the date hereof, has been duly executed and delivered by Purchaser and Merger Sub it and, assuming that this Agreement is a and each of these other agreements and instruments has been duly executed, authorized and delivered by the other parties hereto, this Agreement and each of these other agreements and instruments constitutes its valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Subobligation, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ ' rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) The executionboard of directors of the Company, by resolutions duly adopted at a meeting duly called and held, or by written consent in lieu of a meeting of the board of directors, has (i) approved and authorized the execution and delivery of this Agreement, (ii) approved the consummation of the transactions contemplated hereby, including the Merger, (iii) determined that the execution and performance delivery of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions have been duly transactions contemplated hereby are advisable, (iv) recommended that the Stockholders approve this Agreement and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger SubMerger, and no other proceedings on the part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery and performance of (v) directed that this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions will not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except be submitted to the extent such conflict, default, violation, breach or Lien would not be materialStockholders for their approval. This Agreement has been duly executed and delivered by Purchaser and Merger Sub the Company and, when the Requisite Stockholder Approval is obtained, assuming that this Agreement is a valid and binding obligation of the Companyother parties hereto, constitutes will constitute a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies remedies. (regardless b) Except as have been obtained on or prior to the date hereof, the Requisite Stockholder Approval is the only vote of whether considered the Stockholders required to approve this Agreement and the Merger. (c) Except as set forth on Schedule 4.03, the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby do not conflict with or result in any breach of, constitute a default under, result in a proceeding violation of, result in equity the creation of any Lien (other than a Permitted Lien) upon any material assets of the Company or at lawany of its Subsidiaries under, or require any authorization, consent, approval, exemption or other action by or notice to any Governmental Body under, the provisions of the Company’s or any of its Subsidiaries’ certificates or articles of incorporation or bylaws (or equivalent organizational documents), assuming the Requisite Stockholder Approval is obtained, or any Significant Contracts, or any Law or Order to which the Company or any of its Subsidiaries is subject.

Authorization; No Breach; Valid and Binding Agreement. The Except as set forth on the attached Authorization Schedule, the execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized approved by all requisite corporate actions required by Company's board of directors and its shareholders and do not conflict with or organizational action on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions will not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to acceleratea violation of, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) lien, security interest, charge or encumbrance upon any properties or assets of Purchaser the Company or Merger Subany of its Subsidiaries, in each caseor require any authorization, consent, approval, exemption or other than with respect action by or notice to (a)(i)any court or other governmental body, except under the provisions of the Company's or any of its Subsidiary's certificate or articles of incorporation or bylaws or any material indenture, mortgage, lease, loan agreement or other agreement or instrument to which the extent such conflictCompany or any of its Subsidiaries is bound, defaultor any law, violationstatute, breach rule or Lien would not be materialregulation or order, judgment or decree to which the Company or any of its Subsidiaries is subject. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement is a valid and binding obligation of the CompanyBuyer, this Agreement constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability . The Permits Notification Schedule sets forth each of the Permits listed on the Regulatory Permits Schedule which will or may be limited require notification and/or approval by bankruptcy Laws, other similar Laws affecting creditors’ rights a governmental authority for its continued use in connection with the business of the Company and general principles the Subsidiaries after the consummation of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)transactions contemplated hereby.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by (a) Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions have been duly and validly authorized by has all requisite corporate corporation or organizational action on the part of Purchaser limited liability company power and Merger Sub, authority to execute and no other proceedings on the part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of Purchaser, and no other corporate actions or proceedings on the part of Purchaser are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereby. (b) The execution, delivery and performance of this Agreement by Purchaser and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby do not and will not (a) conflict withwith or result in any breach of, constitute a default (or an event that, with or without notice or lapse of time or both, would become a default) under, result in a breach or violation of, result in the creation of any Lien upon any assets or properties of Purchaser under, give rise to any right of payment, penalty, modification, amendment or termination, cancellation or acceleration with respect to, or loss or impairment of any right under, or require any authorization, consent, approval, exemption or other action by, notice to or filing with any court or other Governmental Authority under (i) the provisions of Purchaser’s or Merger Sub’s certificate of formationOrganizational Documents, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract or instrument or Permit to which Purchaser or Merger Sub its properties or assets is a party bound, or by which either of them is bound (iii) any Law, statute, rule or regulation or order, judgment or decree to which any of Purchaser is subject or its or their respective properties and or assets are subject subject; except, with respect to clause (ii) or any Permit affecting (iii) of this Section 2.2(b), where the propertiesfailure to obtain such authorization, assets consent, approval or business of exemption would not, individually or in the aggregate, prevent, materially impair or materially delay Purchaser or Merger Sub; or from consummating the transaction contemplated hereby. (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser Purchaser, and Merger Sub and, assuming that this Agreement is a valid and binding obligation of the Companyother parties hereto, this Agreement constitutes a valid and binding obligation of Purchaser and Merger SubPurchaser, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on action, and, subject to obtaining the part of Purchaser and Merger SubShareholder Approval, and no other corporate proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The . (b) Except as set forth on Schedule 3.03(b) and except for (w) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (x) the Shareholder Approval, (y) compliance with and filings under the HSR Act and any other Antitrust Law and (z) any violation, conflict, breach or default resulting solely from the Parent or Merger Sub being party to the transactions contemplated hereby, the execution, delivery delivery, performance and performance compliance with the terms and conditions of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated hereby and thereby by the Company do not (a) conflict with, constitute a default under, result in a breach or violation of, and shall not (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person underviolate, conflict with, result in any breach of, or constitute a default under any of the provisions of the certificates of incorporation or bylaws (or equivalent organizational documents) of any Group Company, (ii) violate or result in a breach of or constitute a violation or breach ofdefault, constitute a default or require any action by (including any authorization, consent or approval) filing with or notice to any Person or labor union or other employee representative body, or require any offer to purchase or prepayment of any Indebtedness or material liability, in each case under, result in the acceleration of any Material Contract or create in any party the right to accelerate, terminate, modify or cancel Affiliate Contract (iii) violate any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or Law to which any of their properties the Group Companies is subject, except where the failure of any of the representations and assets are subject warranties contained in clauses (ii) or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (iii) above to be true would not have a Material Adverse Effect. (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement is a valid and binding obligation of the Companyother parties hereto, this Agreement constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The If such Seller is a corporation, limited liability company, partnership or other entity, the execution, delivery and performance of this Agreement by Purchaser and Merger Sub all of the other agreements and instruments contemplated hereby to which such Seller is a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby have been duly and validly authorized by all requisite action, and no other act or proceeding (corporate or organizational action otherwise) on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are such Seller is necessary to authorize the execution, delivery or performance of this Agreement, the other agreements contemplated hereby or the consummation of the transactions contemplated hereby or thereby. The Such Seller has all requisite power and authority and full legal capacity to execute and deliver this Agreement and to perform its, his or her obligations hereunder. Such Seller's execution, delivery and performance of this Agreement by Purchaser and Merger Sub each of the other agreements and instruments contemplated hereby to which such Seller is a party, and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby, will not breach or violate (a) conflict with, constitute if such Seller is a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporationcorporation, limited liability company agreementcompany, bylaws partnership or other entity, such Seller's organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consentany applicable Law, notice or other action by rule or regulation, or order, writ, injunction or decree, of any Person underGovernmental Authority applicable to such Seller, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result any Contract or Permit to which such Seller is bound, except in the creation or imposition cases of any Lien clauses (other than Permitted Liensb) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to and (a)(ic), except to the extent where such conflict, default, violation, breach or Lien violation would not be materialmaterially and adversely affect such Seller's ability to execute, deliver and perform this Agreement or consummate the transactions contemplated hereby. This Agreement and each of the other agreements and instruments contemplated hereby to which such Seller is a party and that is required by the terms of this Agreement to be executed on or before the date hereof, has been duly executed and delivered by Purchaser and Merger Sub such Seller and, assuming that this Agreement is a valid and binding obligation each of these other agreements and instruments has been duly executed, authorized and delivered by the CompanyPurchaser, the Company and Parent, this Agreement and each of these other agreements and instruments constitutes a valid and binding obligation of Purchaser and Merger Subsuch Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ ' rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby (including the Mergers). The execution, delivery and performance of this Agreement and the Ancillary Agreements by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other corporate actions or proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The Agreement or the Ancillary Agreements and the consummation of the transactions contemplated hereby (including the Mergers) and thereby. (b) Except as set forth on Schedule 4.03(b), the execution, delivery and performance of this Agreement and the Ancillary Agreements by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby do not and will not (a) conflict withwith or result in any breach of, constitute a default (or an event that, with or without notice or lapse of time or both, would become a default) under, result in a breach or violation of, result in the creation of any Lien upon any assets or properties of the Company or any of its Subsidiaries under, give rise to any right of payment, penalty, modification, amendment or termination, cancellation or acceleration with respect to, or loss or impairment of any right under, or require any authorization, consent, approval, exemption or other action by, notice to or filing with any court or other Governmental Authority under (i) the provisions of Purchaserthe Company’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries’ Organizational Documents, (ii) any Contract or instrument or Permit to which the Company or any of its Subsidiaries or its or their respective properties or assets is bound, or (iii) any Law, statute, rule or regulation or order, judgment or decree to which the Company or any of its Subsidiaries is subject or its or their respective properties or assets are subject; except, with respect to clause (ii) or (iii) of this Section 4.03(b), where the failure to obtain such authorization, consent, approval or exemption would not, individually or in the aggregate, (x) be material to the Company or its Subsidiaries (taken as a whole) or (y) prevent, materially impair or materially delay the consummation of the transactions contemplated hereby (including the Mergers). (c) The execution and delivery of this Agreement or any Ancillary Agreement by the Company do not, and the performance of this Agreement or any Ancillary Agreement by the Company will not, require any Regulatory Approval except for: (i) the filing of the Certificate of Merger in accordance with the DGCL; (bii) require the consentcompliance with, notice or other action by any Person filings under, conflict withand approvals of Governmental Authorities relating to, the requirements of the HSR Act, the federal securities Laws and/or any U.S. state securities or “blue sky” Laws, the rules and regulations of the NASDAQ; and (iii) Regulatory Approvals where the failure to obtain such Regulatory Approvals would not, individually or in the aggregate, (A) result in a violation material liability on, or breach ofimpose an injunction that is materially adverse to, constitute a default underthe Company (or, result in after the acceleration Closing, the Surviving Corporation) and its Subsidiaries or (B) prevent, materially impair or materially delay the consummation of or create in any party the right to accelerateTransactions. (d) This Agreement has been, terminate, modify or cancel any Contract and at Closing each Ancillary Agreement to which Purchaser or Merger Sub the Company is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the propertieswill be, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser the Company and Merger Sub and, assuming that this Agreement and each Ancillary Agreement is a valid and binding obligation of the Companyother parties hereto, this Agreement and each Ancillary Agreement to which the Company is a party constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by Purchaser Seller and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser Seller and Merger Subthe Company, and no other proceedings on Seller’s or the Company’s part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions will not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement is a valid and binding obligation of the CompanyBuyer, this Agreement constitutes a valid and binding obligation of Purchaser Seller and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawsbankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws, other similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies remedies. (regardless b) Except as set forth on Schedule 4.03, the execution, delivery and performance of whether considered this Agreement by the Company and the consummation of the transactions contemplated hereby do not and shall not conflict with or result in any material breach of, constitute a material default under, result in a proceeding material violation of, result in equity the loss or at impairment of, or result in the creation of any Lien, other than a Permitted Lien, upon any material assets of the Business, or require any authorization, consent, approval, exemption or other action by or notice to any Governmental Body or other third party, under the provisions of the Company’s or any of its Subsidiaries’ certificate or articles of incorporation or bylaws or applicable operating agreement, or any Material Contract to which the Company or any of its Subsidiaries is bound, or any law), statute, rule or regulation or Order to which the Company or any of its Subsidiaries is subject, other than any such authorizations, consents, approvals, exemptions or other actions required under any applicable Competition Laws, that may be required by reason of Buyer’s participation in the transactions contemplated hereby.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub all of the other agreements and instruments contemplated hereby to which it is a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby (including the Mergers) have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Sublimited liability company action, and no other proceedings act or proceeding (corporate or otherwise) on the its part of Purchaser or Merger Sub are is necessary to authorize the execution, delivery or performance of this Agreement, the other agreements contemplated hereby or the consummation of the transactions contemplated hereby or thereby (including the Mergers), other than the unitholder consents and the filing of the Certificates of Merger as required by the DLLCA and OLLCA. The execution, delivery and performance by a Merging Entity of this Agreement by Purchaser and Merger Sub the other agreements and instruments contemplated hereby to which it is a party, and the consummation by Purchaser and Merger Sub of the Transactions will not transactions contemplated hereby and thereby: (a) do not and will not conflict withwith or result in any breach of, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation of the provisions of its certificate or articles of incorporation or formation, bylaws or operating agreements (or equivalent organizational documents), (b) do not and will not conflict with or result in any breach of, constitute a default under, result in the acceleration of or create in any party the right to acceleratea violation of, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties of its assets, or assets of Purchaser require any authorization, consent, approval, exemption or Merger Subother action by or notice to any court or other Governmental Authority under, in each caseany contract to which it is bound, other than with respect or any law, statute, rule or regulation or order, judgment or decree to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be materialwhich it is subject. This Agreement and each of the other agreements and instruments contemplated hereby to which it is a party and that is required by the terms of this Agreement to be executed on or before the date hereof, has been duly executed and delivered by Purchaser and Merger Sub it and, assuming that this Agreement is a and each of these other agreements and instruments has been duly executed, authorized and delivered by the other parties hereto, this Agreement and each of these other agreements and instruments constitutes its valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Subobligation, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ ' rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) Such Person has all requisite entity power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution, delivery and (subject to the consents, approvals, authorizations and other requirements described in this Section 4.02) performance of this Agreement and the Ancillary Agreements by Purchaser and Merger Sub such Person and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subentity action, and no other actions or proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The Agreement or the Ancillary Agreements and the consummation of the Transactions (including the Share Sale). (b) Except as set forth on Section 4.02(b) of the Company Disclosure Letter, the execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby do not and will not (a) conflict withwith or result in a breach of, constitute a default (or in an event that, with or without notice or lapse of time or both, would become a default) under, result in a breach or violation of, result in the creation of any Lien upon any assets or properties of such Person under, give rise to any right of payment, penalty, modification, amendment or termination, cancellation or acceleration with respect to, or loss or impairment of any right under, or require any authorization, consent, approval, exemption or other action by, notice to or filing with any court or other Governmental Authority under (i) the provisions of Purchasersuch Person’s Organizational Documents, (ii) any Contract or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws Permit to which such Person or other organizational documentsits properties or assets are bound, or (iii) any Law, statute, rule or regulation or order, judgment or decree to which such Person or its properties or assets are subject, except, with respect to clause (ii) or (iii) of this Section 4.02(b), where the provision failure to obtain such authorization, consent, approval or exemption would prevent, materially impair or materially delay the consummation of any Law or Governmental Order applicable to Purchaser the Transactions (including the Share Sale). (c) The execution and delivery of this Agreement and the performance of this Agreement or any of its Subsidiaries; Ancillary Agreement by such Person will not, require any Regulatory Approval except for: (bi) require the consentcompliance with, notice or other action by any Person filings under, conflict withand approvals of Governmental Authorities relating to, result in a violation the federal securities Laws and/or any U.S. state securities or breach of“blue sky” Laws, constitute a default underthe rules and regulations of the NYSE; and (ii) Regulatory Approvals where the failure to obtain such Regulatory Approvals would not, result individually or in the acceleration aggregate, prevent, materially impair or materially delay the consummation of or create in any party the right to accelerateTransactions (including the Share Sale). (d) This Agreement has been, terminate, modify or cancel any Contract and at Closing each Ancillary Agreement to which Purchaser or Merger Sub such Person is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the propertieswill be, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser such Person and Merger Sub and, assuming that this Agreement and each Ancillary Agreement is a valid and binding obligation of the Companyother parties hereto and thereto, this Agreement and each Ancillary Agreement to which such Person is a party constitutes a valid and binding obligation of Purchaser and Merger Subsuch Person, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The (a) Each of the Companies and Seller has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. All corporate acts and other proceedings required to be taken by each of the Companies and Seller to authorize the execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Sub, properly taken and no other corporate proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance by each of the Companies and Seller of this Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions will not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser each of the Companies and Merger Sub andSeller, assuming that and this Agreement is constitutes a legal, valid and binding obligation of each of the CompanyCompanies and Seller, enforceable against each of the Companies and Seller in accordance with its terms. (b) Seller has all requisite corporate power and authority to enter into the Transition Support Services Agreement, to perform its obligations thereunder and to consummate the transactions contemplated thereby. All corporate acts and other proceedings required to be taken by Seller to authorize the execution, delivery and performance of the Transition Support Services Agreement and the consummation of the transactions contemplated thereby have been duly and properly taken and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance by Seller of the Transition Support Services Agreement. The Transition Support Services Agreement has been duly executed and delivered by Seller and the Transition Support Services Agreement constitutes a legal, valid and binding obligation of Purchaser and Merger SubSeller, enforceable against Seller in accordance with its terms. (c) The execution and delivery of this Agreement by each of the Companies and Seller, except as enforceability may be limited and of the Transition Support Services Agreement by bankruptcy LawsSeller, does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to any increased, additional, accelerated or guaranteed rights or entitlement of any Person under, or result in the creation of any Security Interest on the properties or assets of any of the Companies or Seller under, any provision of (i) the certificate of incorporation or by-laws of any of the Companies or Seller, (ii) any Contract to which any of the Companies or Seller is a party or by which any of their respective properties or assets are bound, (iii) any license, franchise, permit or other similar authorization held by any of the Companies or Seller or (iv) any judgment, order or decree or statute, law, ordinance, rule or regulation applicable to any of the Companies or Seller or their respective properties or assets, other similar Laws affecting creditors’ rights than, in the case of clauses (ii) and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in iii), any such conflict, violation, default, termination, cancellation, acceleration, loss, right, entitlement or Security Interest that does not have a proceeding in equity or at law)Material Adverse Effect.

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement and each other Ancillary Agreement by Purchaser the Company and Merger Sub Representative and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The Agreement and the Ancillary Agreements. (b) Except as set forth on Schedule 3.03(b), and except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, the execution, delivery delivery, performance and performance compliance with the terms and conditions of this Agreement and the Ancillary Agreements by Purchaser the Company and Merger Sub Representative and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated hereby and thereby do not (a) conflict with, constitute a default under, result in a breach or violation of, and shall not (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person underviolate, conflict with, result in any breach of, or constitute a default under any of the provisions of the certificates of incorporation or bylaws (or equivalent organizational documents) of any Group Company, (ii) require the consent, approval or notice of, or violate, conflict with or result in a breach of or constitute a violation or breach of, constitute a default under, result in the acceleration of under or create in any party the right to accelerate, terminateterminate or modify any Material Contract, modify Lease, or cancel Permit, in each case with or without notice or lapse of time or both, (iii) violate any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or Law to which any of their properties and assets are subject or any Permit affecting the propertiesGroup Companies is subject, assets or business of Purchaser or Merger Sub; or (civ) result in the creation or imposition of any Lien (other than Permitted Liens) upon Liens on any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i)any Group Company, except where the failure of any of the representations and warranties contained in clauses (ii) or (iii) above to the extent such conflict, default, violation, breach or Lien be true would not be material. have a Material Adverse Effect. (c) This Agreement has been duly executed and delivered by Purchaser the Company and Merger Sub and, the Representative and assuming that this Agreement is a valid and binding obligation of the CompanyParent and Merger Sub, this Agreement constitutes a valid and binding obligation of Purchaser the Company and Merger SubRepresentative, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies remedies. When each Ancillary Agreement to which the Company or Representative is or will be a party has been duly executed and delivered by the Company or Representative, as applicable (regardless assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement will constitute a legal and binding obligation of whether considered the Company or Representative, as applicable, enforceable against it in a proceeding in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity or at law)affecting the availability of specific performance and other equitable remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of this Agreement by Purchaser and Merger Sub the Related Agreements to which it is a party, and the consummation by Purchaser and Merger Sub the Company of the Transactions transactions contemplated hereby and thereby, have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Sub, and no other corporate proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The board of directors of the Company has (i) unanimously resolved that the Mergers are advisable and in the best interests of the Company and its stockholders, and (ii) unanimously approved the Agreement and the Mergers. (b) Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; and (ii) compliance with and filings under the HSR Act, if required, and any other Antitrust Law, the execution, delivery delivery, performance and performance compliance with the terms and conditions of this Agreement by Purchaser the Company and Merger Sub the Related Agreements to which the Company is a party and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated hereby and thereby do not and shall not (aA) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person underviolate, conflict with, result in a violation or any breach of, or constitute a default underunder any of the provisions of any Organizational Documents of the Company, result in the acceleration of or create in (B) violate any party the right to accelerate, terminate, modify or cancel any Contract Law to which Purchaser or Merger Sub the Company is subject where such violation would have a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or Material Adverse Effect. (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub the Company and, assuming that this Agreement is a valid and binding obligation of the Companyother Parties hereto, this Agreement constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless collectively, the “Enforceability Exceptions”). (d) Section 2.03(d) of whether considered the Company Disclosure Schedules lists each state or foreign jurisdiction where the Company is qualified to do business. (e) Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; and (ii) compliance with and filings under the HSR Act, if required, and any other Antitrust Law, the execution, delivery, performance and compliance with the terms and conditions of this Agreement by the Company and the Related Agreements to which the Company is a party and the consummation of the transactions contemplated hereby and thereby do not and shall not (A) violate or result in a proceeding material breach of or constitute a material violation or default under, or give any Person the right to terminate or modify, or require consent, waiver, approval or notice under, any Material Contract to which the Company is a party or by which it is bound or any Permit issued to the Company that is material to the business of the Company as currently conducted or (B) result in equity the creation or at law)imposition of any Lien (other than a Permitted Lien) over any property or assets of the Company, excluding any Liens not created by the actions of the Company. (f) Section 2.03(f) of the Company Disclosure Schedules sets forth all necessary consents, waivers and approvals of parties to any Material Contracts as are required thereunder in connection with the Mergers, or for any such Material Contract to remain in full force and effect without limitation, modification or alteration after the First Effective Time so as to preserve all rights of, and benefits to, the Company under such Contracts from and after the First Effective Time, in all material respects.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action (including limited liability company action) on the part of Purchaser and Merger Subthe Company, and no other proceedings (including limited liability company proceedings) on the Company’s or any of its Subsidiaries’ part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this AgreementAgreement or the transactions contemplated hereby. The Except as set forth on the attached Authorization Schedule, the execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions will not (a) transactions contemplated hereby do not, with or without notice, lapse of time, or both, conflict withwith or result in any material breach of, constitute a material default under, result in a breach or material violation of, (i) result in the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision creation of any Law or Governmental Order applicable to Purchaser material Lien upon any material assets of the Company or any of its Subsidiaries; (b) , or require the any material authorization, consent, notice approval, exemption or other material action by or notice to any Person undercourt or other governmental body, conflict withunder the provisions of the LLC Agreement or any of its Subsidiaries’ charter or bylaws (or equivalent organizational documents) or any material indenture, result in a violation mortgage, lease, loan agreement or breach of, constitute a default under, result in the acceleration of other material agreement or create in any party the right to accelerate, terminate, modify or cancel any Contract instrument to which Purchaser the Company or Merger Sub any of its Subsidiaries is a party bound, or by which either of them is bound any law, statute, rule or regulation or order, judgment or decree to which the Company or any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be materialits Subsidiaries is subject. This Agreement has been duly executed and delivered by Purchaser the Company, and Merger Sub and, assuming that this Agreement is a valid and binding obligation of Buyer and the CompanySellers, this Agreement constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law).

Authorization; No Breach; Valid and Binding Agreement. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party and, subject to the Stockholder Consent, to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of this Agreement by Purchaser and Merger Sub the Related Agreements to which it is a party, and the consummation by Purchaser and Merger Sub the Company of the Transactions transactions contemplated hereby and thereby, have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Sub, and no other corporate proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement, subject to the Stockholder Consent. The affirmative vote or consent of (i) the Stockholders holding at least a majority of the issued and outstanding shares of Company Common Stock and Company Preferred Stock (on an as-converted to Company Common Stock basis), voting together as a single class, and (ii) the Stockholders holding at least a majority of the issued and outstanding shares of Company Preferred Stock, voting together as a single class, constitutes the requisite Stockholder Consent. The board of directors of the Company has (i) unanimously resolved that the Merger is advisable and in the best interests of the Company and its Stockholders, and (ii) unanimously approved the Agreement and the Merger. (b) Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; and (ii) compliance with and filings under the HSR Act, if required, and any other Antitrust Law, the execution, delivery delivery, performance and performance compliance with the terms and conditions of this Agreement by Purchaser the Company and Merger Sub the Related Agreements to which the Company is a party and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated hereby and thereby do not and shall not (aA) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person underviolate, conflict with, result in any breach of, or constitute a default under any of the provisions of any Organizational Documents of the Company, (B) violate or result in a breach of or constitute a violation or breach of, constitute a default under, result in the acceleration of or create in give any party Person the right to accelerateterminate or modify, terminateor require consent, modify waiver, approval or cancel notice under, any Contract to which Purchaser or Merger Sub the Company is a party or by which either of them it is bound or any Permit issued to the Company, (C) violate any Law to which any of their properties and assets are subject or any Permit affecting the propertiesCompany is subject, assets or business of Purchaser or Merger Sub; or (cD) result in the creation or imposition of any Lien (other than Permitted Liens) upon over any properties property or assets of Purchaser the Company. (c) Section 2.03(c) of the Company Disclosure Schedules sets forth all necessary consents, waivers and approvals of parties to any Contracts to which the Company is a party (or Merger Sub, the Company is otherwise bound) as are required thereunder in each case, other than connection with respect to the Merger. (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. d) This Agreement has been duly executed and delivered by Purchaser and Merger Sub the Company and, assuming that this Agreement is a valid and binding obligation of the Companyother Parties hereto, this Agreement constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity equity, rules of law affecting the availability of specific performance performance, injunctive relief and other equitable remedies (regardless of whether considered in a proceeding in equity or at lawcollectively, the “Enforceability Exceptions”).

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby, including the Merger, have been duly and validly authorized by all requisite corporate or organizational action on action, and, subject to obtaining the part of Purchaser and Merger SubShareholder Approval, and no other corporate proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery and performance . (b) Prior to the date of this Agreement by Purchaser Agreement, the Company and Merger Sub and the consummation by Purchaser and Merger Sub its board of the Transactions will directors have taken all action necessary to exempt under or make not (a) conflict with, constitute a default under, result in a breach or violation of, subject to (i) the provisions of Purchaser’s or Merger Sub’s certificate Section 203 of formationthe DGCL, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the any other Takeover Law or (iii) any provision of the Organizational Documents of the Company and the organizational documents of the Company’s Subsidiaries that would require any Law corporate approval other than that otherwise required by the DGCL or Governmental Order other applicable to Purchaser or state Law: (x) the execution of this Agreement, (y) the Merger and (z) any of its Subsidiaries; the other transactions contemplated by this Agreement. The Company does not have in effect any “poison pill” or shareholder rights plan. (bc) Except for (w) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (x) the Shareholder Approval, (y) compliance with and filings under the HSR Act and any other Antitrust Law and (z) as set forth on Schedule 3.03, the execution, delivery, performance and compliance with the terms and conditions of this Agreement by the Company and the consummation of the transactions contemplated hereby and thereby by the Company do not and shall not (i) violate, conflict with, result in any breach of, or constitute a default under any of the provisions of the Organizational Documents of the Company or the certificates of incorporation or bylaws (or equivalent organizational documents) of any Subsidiary of the Company, (ii) require the consent, notice any consent of or other action by any Person or by the Company or any of its Subsidiaries under, conflict withconstitute a default or an event that, result in a violation with or breach ofwithout notice or lapse of time or both, would constitute a default under, result in or cause or permit termination, cancellation, acceleration or other change of any right or obligation or the acceleration loss of any benefit under, any provision of any Contract or create any material Permit affecting the assets or business of the Company and its Subsidiaries, (iii) violate in any party the right to accelerate, terminate, modify material respect any Law or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or Order to which any of the Group Companies is subject or by which any of their respective properties and or assets are subject bound or any Permit affecting the propertiesaffected, assets or business of Purchaser or Merger Sub; or (civ) result in the creation or imposition of any Lien (other than Permitted Liens) upon Liens on any properties or assets of Purchaser the Company or Merger Sub, in each case, other than with respect to (a)(i)any of its Subsidiaries, except where the failure of any of the representations and warranties contained in clauses (ii) or (iv) above to the extent such conflict, default, violation, breach or Lien be true would not reasonably be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub andexpected, assuming individually or in the aggregate, to have a Material Adverse Effect. (d) Assuming that this Agreement is a valid and binding obligation of the Companyother parties hereto, this Agreement constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies remedies. (regardless e) The Written Consent will be sufficient to satisfy the Shareholder Approval, and the Preferred Stock shall cease to be outstanding as of whether considered in a proceeding in equity or at law)immediately after the Merger.

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by and each of the Ancillary Documents to which the Purchaser and Merger Sub is, or at the Closing, will be, a party and the consummation by the Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the part of the Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The Agreement and each of the Ancillary Documents to which the Purchaser is, or at the Closing, will be, a party and the consummation by the Purchaser of the transactions contemplated herein or therein. (b) Except as set forth on Schedule 5.02(b) the execution, delivery and performance by the Purchaser of this Agreement by and the Ancillary Documents to which the Purchaser and Merger Sub is, or at the Closing, will be, a party and the consummation by the Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby do not and will not (ai) conflict with, constitute a default under, result in a breach with or violation of, (i) violate any provision of the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws formation or other operating agreement (or equivalent organizational documents), or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) except as set forth on Schedule 5.02(b), require the consent, notice or other action by any Person notice, approval under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any material Contract or material Permit to which the Purchaser or Merger Sub is a party or by which either of them it is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Subbound; or (iii) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Purchaser. (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been been, and at the Closing, each of the Ancillary Documents to be executed by the Purchaser will be, duly executed and delivered by each Purchaser and Merger Sub and, assuming that this Agreement and each Ancillary Document to which the Purchaser is a party are valid and binding obligation obligations of the Companyother parties hereto, constitutes a valid constitute valid, legal and binding obligation obligations of Purchaser and Merger Subthe Purchaser, enforceable in accordance with its their terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. a. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub such Seller and the consummation by Purchaser and Merger Sub of the Transactions Transactions, including the Acquisition, have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subsuch Seller, and no other corporate proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. . b. The execution, delivery delivery, performance and performance compliance with the terms and conditions of this Agreement by Purchaser and Merger Sub such Seller and the consummation by Purchaser and Merger Sub of the Transactions will thereby do not and shall not (ai) violate, conflict with, result in any breach of, or constitute a default under, result in a breach or violation of, (i) under any of the provisions of Purchaser’s the certificates of incorporation or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws (or other equivalent organizational documents) of such Seller (in the case of a Seller that is not an individual), or (ii) the provision except as set forth on Schedule 4.03(b), require any consent of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person or the Company or any of its Subsidiaries under, conflict withconstitute a default or an event that, result in a violation with or breach ofwithout notice or lapse of time or both, would constitute a default under, result in or cause or permit termination, cancellation, acceleration or other change of any right or obligation or the acceleration loss of any benefit under, any provision of any Contract, (iii) violate any Law or create in any party the right to accelerate, terminate, modify or cancel any Contract Order to which Purchaser or Merger Sub such Seller is a party subject or by which either of them is bound or to which any of their respective properties and or assets are subject bound or any Permit affecting the propertiesaffected, assets or business of Purchaser or Merger Sub; or (civ) result in the creation or imposition of any Lien (other than Permitted Liens) upon Liens on any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i)such Seller, except where the failure of any of the representations and warranties contained in clause (ii) or (iv) above to the extent such conflict, default, violation, breach or Lien be true would not reasonably be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub andexpected, assuming individually or in the aggregate, to prevent, materially delay or materially impede the consummation of the Transactions. c. Assuming that this Agreement is a valid and binding obligation of the CompanyParent and the Buyer, this Agreement constitutes a valid and binding obligation of Purchaser and Merger Subsuch Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, Company has all requisite corporate power and authority to enter into this Agreement and the other Transaction Agreements to which it is a party and to consummate the transactions contemplated by this Agreement. The execution and delivery and performance of this Agreement by Purchaser and Merger Sub the other Transaction Agreements to which the Company is a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated by this Agreement will not violate any provisions of the Governing Documents, have been duly and validly authorized by all requisite necessary corporate or organizational action on the part of Purchaser and Merger Subthe Company, and no other corporate proceedings on the part of Purchaser or Merger Sub the Company are necessary to authorize this Agreement or the execution, delivery other Transaction Agreements to which it is a party or performance of to consummate the transactions contemplated by this Agreement. The execution. (b) Except as set forth on Schedule 5.03(b) of the Company Disclosure Schedules and for the applicable requirements of the HSR Act and where the failure of any of the following to be true would not reasonably be expected to have a Material Adverse Effect on the Company, the execution and delivery and performance of this Agreement and the other Transaction Agreements to which it is a party by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated by this Agreement do not (a) conflict with, constitute a default under, with or result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in a violation of, result in the acceleration creation of any Lien upon any assets of the Company, or create in require any party material authorization, consent, approval, exemption or other action by or notice to any Governmental Entity, under the right to accelerate, terminate, modify provisions of the Company’s Governing Documents or cancel any material Contract to which Purchaser or Merger Sub the Company is a party or by which either of them it is bound bound, or any Law to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be materialCompany is subject. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement and the other Transaction Agreements to which the Company is a party are valid and binding obligation obligations of the Purchaser, each of this Agreement and such other Transaction Agreements constitute valid and binding obligations of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawsapplicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws Legal Requirements affecting creditors’ the enforceability of creditor’s rights generally and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)principles.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub all of the other agreements and instruments contemplated hereby to which the Seller is a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby have been duly and validly authorized by all requisite limited liability company action, and no other act or proceeding (corporate or organizational action otherwise) on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are Seller is necessary to authorize the execution, delivery or performance of this Agreement, the other agreements contemplated hereby or the consummation of the transactions contemplated hereby or thereby. The Seller has all requisite power and authority and full legal capacity to execute and deliver this Agreement and to perform its obligations hereunder. The Seller’s execution, delivery and performance of this Agreement by Purchaser and Merger Sub each of the other agreements and instruments contemplated hereby to which the Seller is a party, and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby, will not breach or violate in any material respect (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, formation or limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consentany applicable Law, notice or other action by rule or regulation, or order, writ, injunction or decree, of any Person underGovernmental Authority, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result any agreement or instrument, or any license, franchise or permit, except in the creation or imposition cases of any Lien clauses (other than Permitted Liensb) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to and (a)(ic), except to the extent where such conflict, default, violation, breach or Lien violation would not be materialmaterially and adversely affect the Seller’s ability to execute, deliver and perform this Agreement or consummate the transactions contemplated hereby. This Agreement and each of the other agreements and instruments contemplated hereby to which the Seller is a party and that is required by the terms of this Agreement to be executed on or before the date hereof, has been duly executed and delivered by Purchaser and Merger Sub the Seller and, assuming that this Agreement is and each of these other agreements and instruments has been duly executed, authorized and delivered by the Purchaser and the Company, this Agreement and each of these other agreements and instruments constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger SubSeller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement and the Related Documents by Purchaser each of Holdco and Merger Sub Syntron Corp and the consummation by Purchaser each of Holdco and Merger Sub Syntron Corp of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate or organizational limited liability company action on the part of Purchaser and Merger Sub, and no other limited liability company proceedings on the either Holdco’s or Syntron Corp’s part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The Agreement or any Related Document. (b) Except (i) as set forth on Schedule 3.03(b) or (ii) in the case of clause (B) and (C), where the failure of any of the following to be true would not be material to the Acquired Companies, taken as a whole, or their ability to consummate the transactions contemplated hereby, the execution, delivery and performance of this Agreement and the Related Documents by Purchaser each of Holdco and Merger Sub Syntron Corp and the consummation by Purchaser Holdco and Merger Sub Syntron Corp of the Transactions will transactions contemplated hereby and thereby do not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser Holdco, Syntron Corp or Merger Subany other Acquired Company under, (A) the provisions of Holdco’s and Syntron Corp’s Organizational Documents, in each case(B) subject to expiration or termination of the applicable waiting periods, if any, under the HSR Act, any applicable Law, judgment, decree or order or (C) any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement, mortgage, instrument of Indebtedness or other than with respect to arrangement. (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. c) This Agreement has been duly executed and delivered by Purchaser each of Holdco and Merger Sub Syntron Corp and, assuming that this Agreement is a valid and binding obligation of the CompanyPurchaser, constitutes a valid and binding obligation of Purchaser each of Holdco and Merger SubSyntron Corp, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights generally and general principles of equity affecting the availability of specific performance and other equitable remedies remedies. (regardless d) The Restructuring Transactions shall be effected in accordance with the Restructuring Step Chart attached as Exhibit B hereto, which Restructuring Transactions shall be consummated not less than one (1) calendar day prior to the Closing, but not prior to January 1, 2019. The Distribution shall be consummated prior to the consummation of whether considered the Restructuring Transactions. The Restructuring Transactions, the Distribution and each component thereof (i) have been duly authorized by all required action on the part of each Person involved in a proceeding the Restructuring Transactions or the Distribution, as applicable, and (ii) will have been consummated in equity accordance with, and do not and will not conflict with, the organizational documents of the Sellers, Syntron Corp, Holdco or at law)any other Person involved in the Restructuring Transactions or the Distribution, as applicable. Any and all consents, approvals or authorizations required to be obtained from any Person in connection with the Restructuring Transactions or the Distribution, as applicable, will have been obtained prior to the consummation of the Restructuring Transactions or the Distribution, as applicable.

Authorization; No Breach; Valid and Binding Agreement. (a) The executionCompany has all requisite corporate power and authority to execute and deliver this Agreement and the other agreements referred to herein to which it is or will be a party, and to perform its obligations hereunder and thereunder. The board of directors of the Company, by resolutions duly and unanimously adopted at a meeting duly called and held, or by unanimous written consent in lieu of a meeting of the board of directors, has (i) approved and authorized the execution and delivery of this Agreement, (ii) approved and performance authorized the consummation of the transactions contemplated hereby, including the Merger, (iii) determined that the execution and delivery of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions have been duly transactions contemplated hereby are advisable, (iv) recommended that the Stockholders approve this Agreement and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger SubMerger, and (v) directed that this Agreement and the Merger be submitted to the Stockholders for their approval. Upon receipt of the Requisite Stockholder Approval, no other corporate proceedings on the part of Purchaser or Merger Sub are the Company will be necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions will not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting consummate the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be materialtransactions contemplated hereby. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement is constitutes a legal, valid and binding obligation of the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies remedies. (regardless b) Except as have been obtained on or prior to the date hereof, the Requisite Stockholder Approval is the only vote of whether considered the Stockholders required to approve this Agreement and the Merger. (c) Except as set forth on Schedule 4.03(c), the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby do not and will not, directly or indirectly (with or without notice or lapse of time or both) (i) contravene, conflict with or result in any breach of, constitute a default under, result in a proceeding violation of, (ii) result in the creation of any Lien (other than a Permitted Lien) upon any material assets of the Company or any of its Subsidiaries under, (iii) require any authorization, consent, approval, exemption or other action by or notice to any Governmental Body under, or (iv) give any other Person the right to withdraw, suspend, cancel, terminate, modify or impose any additional payment or liability under, in each case (A) the provisions of the Company’s or any of its Subsidiaries’ certificates or articles of incorporation or bylaws (or equivalent organizational documents), assuming the Requisite Stockholder Approval is obtained, or any resolutions adopted by the board of directors or other governing body or the stockholders or equity holders of the Company or at lawany of its Subsidiaries, (B) any Significant Contracts, (C) any Law or Order to which the Company or any of its Subsidiaries, or any of the assets owned or used by them, is subject, or (D) any material Permit that is held by the Company or any of its Subsidiaries, or that otherwise relates to the business of, or any assets owned or used by, the Company or any of its Subsidiaries; except, in the case of clauses (B), (C) and (D), as would not have a material and adverse impact on the Company.

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on action, and, subject to obtaining the part of Purchaser and Merger SubStockholder Approval, and no other corporate proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery and performance . (b) Prior to the date of this Agreement by Purchaser Agreement, the Company and its board of directors have taken all action necessary to exempt (x) the execution of this Agreement, (y) the Merger Sub and the consummation by Purchaser and Merger Sub (z) any of the Transactions will other transactions contemplated by this Agreement, under or make not (a) conflict with, constitute a default under, result in a breach or violation of, subject to (i) the provisions of Purchaser’s or Merger Sub’s certificate Section 203 of formationthe DGCL, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the any other Takeover Law or (iii) any provision of the Organizational Documents and the organizational documents of the Company's Subsidiaries that would require any Law corporate approval other than that otherwise required by the DGCL or Governmental Order other applicable to Purchaser state Law. The Company does not have in effect any "poison pill" or stockholder rights plan. (c) Except for (w) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (x) the Stockholder Approval, (y) compliance with and filings under the HSR Act and (z) as set forth on Schedule 3.03, the execution, delivery, performance and compliance with the terms and conditions of this Agreement by the Company and the consummation of the transactions contemplated hereby and thereby by the Company do not and shall not (i) violate, conflict with, result in any breach of, or constitute a default under any of its Subsidiaries; the provisions of the Organizational Documents or the certificates of incorporation or bylaws (bor equivalent organizational documents) of any Subsidiary of the Company, (ii) require the consent, notice any consent of or other action by any Person or by the Company or any of its Subsidiaries under, conflict withconstitute a default or an event that, result in a violation with or breach ofwithout notice or lapse of time or both, would constitute a default under, result in or cause or permit termination, cancellation, acceleration or the acceleration loss of or create in any party the right to accelerate, terminate, modify or cancel material benefit under any provision of any Contract to which Purchaser or Merger Sub is a party any material Permit affecting the assets or by which either business of them is bound the Company and its Subsidiaries, (iii) violate any Law or Order to which any of the Group Companies is subject or by which any of their respective properties and or assets are subject bound or any Permit affecting the propertiesaffected, assets or business of Purchaser or Merger Sub; or (civ) result in the creation or imposition of any Lien (other than Permitted Liens) upon Liens on any properties or assets of Purchaser the Company or Merger Sub, in each case, other than with respect to (a)(i)any of its Subsidiaries, except where the failure of any of the representations and warranties contained in clauses (ii) or (iv) above to the extent such conflict, default, violation, breach or Lien be true would not reasonably be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub andexpected, assuming individually or in the aggregate, to have a Material Adverse Effect. (d) Assuming that this Agreement is a valid and binding obligation of the Companyother parties hereto, this Agreement constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawssubject to any applicable bankruptcy, other insolvency, reorganization, moratorium or similar Laws affecting now or hereafter in effect relating to creditors’ ' rights and generally or to general principles of equity affecting equity. (e) The Written Consent, when delivered, will be sufficient to satisfy the availability Stockholder Approval, the Preferred Stock shall cease to be outstanding as of specific performance the Effective Time and other equitable remedies (regardless the Warrants shall be cancelled and cease to represent the right to acquire Company Stock as of whether considered in a proceeding in equity or at law)the Effective Time.

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by Purchaser and Merger Sub such Seller and the consummation by Purchaser and Merger Sub of the Transactions have Transaction have, if such Seller is not an individual, been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subother entity action, and no other corporate proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery delivery, or performance of this Agreement. Agreement or any of the other Transaction Documentation. (b) The execution, delivery delivery, performance and performance compliance with the terms and conditions of this Agreement by Purchaser and Merger Sub such Seller and the consummation by Purchaser and Merger Sub such Seller of the Transactions will Transaction do not (a) conflict with, constitute a default under, result in a breach or violation of, and shall not (i) the provisions of Purchaser’s or Merger Sub’s certificate of formationif such Seller is not an individual, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person underviolate, conflict with, result in any breach of, or constitute a default under any of the provisions of the certificates of incorporation or bylaws (or equivalent organizational documents) of such Seller; (ii) violate or result in a breach of or constitute a violation or breach of, constitute a default under, result in the acceleration of or create in under any party the right to accelerate, terminate, modify or cancel any material Contract to which Purchaser or Merger Sub such Seller is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Subparty; or (iii) violate any Law to which such Seller is subject, except where the failure of any of the representations contained in clause (ii) or (iii) above to be true and correct would not prevent such Seller from entering into this Agreement, consummating the Transaction or complying with any of such Seller’s obligations in accordance with the terms and conditions of this Agreement. (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement is a valid and binding obligation of the Companyother Parties hereto, this Agreement constitutes a valid and binding obligation of Purchaser and Merger Subsuch Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawsapplicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership, or other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on limited liability company action, including the part Unitholder Consent (which has been delivered to the Purchaser concurrently with the execution of Purchaser and Merger Subthis Agreement), and no other limited liability company proceedings on the Company’s or Unitholders’ part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this AgreementAgreement and the consummation by the Company of the transactions contemplated hereby. The Except as set forth on the Authorization Schedule, the execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub the Company of the Transactions will transactions contemplated hereby do not (a) conflict with, constitute a default (or event that, with notice or lapse of time or both, would constitute a default) under, result in a breach or violation of, (i) the provisions give rise to any right of Purchaser’s termination, cancellation, acceleration or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision alteration of any Law right or Governmental Order applicable to Purchaser obligation or a loss or alteration of any benefit of the Company or any of its Subsidiaries; (b) require the consent, notice or other action by any Person Subsidiaries under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser the Company or Merger Subany of its Subsidiaries under, (i) the provisions of the Company’s or any of its Subsidiaries’ certificates or articles of incorporation or bylaws (or equivalent organizational documents), (ii) any applicable Law or (iii) any Material Contract or material Real Property Lease to which the Company or any of its Subsidiaries is a party, except, in each case, other than with respect to the case of clauses (a)(iii) and (iii), except as would not reasonably be expected, individually or in the aggregate, to be material to the extent such conflict, default, violation, breach or Lien would not be materialCompany and its Subsidiaries taken as a whole. This Agreement has been duly executed and delivered by Purchaser and Merger Sub the Company and, assuming that this Agreement is a valid and binding obligation of the CompanyPurchaser and the Merger Sub, constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies remedies. 4.04 Membership Interests. 361,481.42 Class A Common Units and 39,879 Class B Common Units are issued and outstanding and are owned of record by the Unitholders in the amounts set forth on the Unitholders Schedule. All of the outstanding Units of the Company have been duly authorized and are validly issued. Except as set forth on the Unitholders 14 Schedule, the Company does not have any other Units, equity interests, or interests containing any equity features authorized, issued or outstanding, and there are no agreements, subscriptions, options, warrants, conversion or exchange rights or other rights or arrangements existing or outstanding which provide for the sale or issuance of any of the foregoing by the Company (regardless collectively, the “ Company Securities”). Except as set forth on the Unitholders Schedule, there are no agreements or other obligations (contingent or otherwise) which require the Company or any Subsidiary of whether considered the Company to repurchase or otherwise acquire any Company Securities. Except for the Holdco LLC Agreement and the Equity Agreements, there are no agreements or understandings in a proceeding in equity effect with respect to the voting or at law)transfer of any Company Securities.

Authorization; No Breach; Valid and Binding Agreement. (a) The executionCompany has all requisite corporate power and authority to execute and deliver this Agreement and the other agreements referred to herein to which it is or will be a party, and to perform its obligations hereunder and thereunder. The board of directors of the Company, by resolutions duly and unanimously adopted at a meeting duly called and held, or by unanimous written consent in lieu of a meeting of the board of directors, has (i) approved and authorized the execution and delivery of this Agreement, (ii) approved and performance authorized the consummation of the transactions contemplated hereby, including the Merger, (iii) determined that the execution and delivery of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions have been duly transactions contemplated hereby are advisable, (iv) recommended that the Shareholders approve this Agreement and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger SubMerger, and (v) directed that this Agreement and the Merger be submitted to the Shareholders for their approval. Upon receipt of the Requisite Shareholder Approval, no other corporate proceedings on the part of Purchaser or Merger Sub are the Company will be necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions will not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties consummate the transactions contemplated hereby. Assuming the due authorization, execution and assets are subject or any Permit affecting delivery by the propertiesother parties hereto, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming that this Agreement is constitutes a legal, valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies remedies. (regardless b) Except as have been obtained on or prior to the date hereof, the Requisite Shareholder Approval is the only vote of whether considered the Shareholders required to approve this Agreement and the Merger. (c) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby do not and will not, directly or indirectly (with or without notice or lapse of time or both) (i) contravene, conflict with or result in any breach of, constitute a default under, result in a proceeding violation of, (ii) result in the creation of any Lien (other than a Permitted Lien) upon any material assets of the Company or any of its Subsidiaries under, (iii) require any authorization, consent, approval, exemption or other action by or notice to any Governmental Body under, or (iv) give any other Person the right to withdraw, suspend, cancel, terminate, modify or impose any additional payment or liability under, in each case (A) the provisions of the Company’s or any of its Subsidiaries’ certificates or articles of incorporation or bylaws (or equivalent organizational documents), assuming the Requisite Shareholder Approval is obtained, or any resolutions adopted by the board of directors or other governing body or the shareholders or equity holders of the Company or at law)any of its Subsidiaries, (B) any Significant Contracts, (C) any Law or Order to which the Company or any of its Subsidiaries, or any of the assets owned or used by them, is subject, or (D) any material Permit that is held by the Company or any of its Subsidiaries.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser the Company and Merger Sub the Seller and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action other action, and no other corporate or other proceedings or actions on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser Company or Merger Sub the Seller are necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by Purchaser the Company and Merger Sub the Seller does not, and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby will not (ai) conflict withwith or result in any material breach of, constitute a material default under, result in a material violation of, or result in the creation of any material Lien upon any material assets of the Seller, the Company or its Subsidiaries under, the provisions of the Seller’s, the Company’s or its Subsidiaries’ certificates or articles of formation or incorporation or bylaws, (ii) conflict with or result in a violation of any Law or Order to which the Seller, the Company or its Subsidiaries is subject or (iii) result in a violation or breach of (with or without due notice or lapse of time or both), give rise to any right of termination, cancellation, acceleration or similar right under, require the consent of any third party to, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser the Seller, the Company or Merger Subits Subsidiaries under, in each caseany Contract to which the Seller, other than the Company or any of its Subsidiaries is a party, except solely with respect to clauses (a)(i)ii) and (iii) of this sentence for violations, except breaches, rights, defaults or Liens which would not, individually or in the aggregate, reasonably be expected to be material to the extent such conflict, default, violation, breach Company or Lien would not be materialto prevent or materially delay the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement is a valid and binding obligation of the CompanyPurchaser, this Agreement constitutes a valid and binding obligation of Purchaser the Company and Merger Subthe Seller, respectively, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub all of the other agreements and instruments contemplated hereby to which the Company is a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby have been duly and validly authorized by all requisite corporate action, and no other act or organizational action proceeding (corporate or otherwise) on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are Company is necessary to authorize the execution, delivery or performance of this Agreement, the other agreements contemplated hereby or the consummation of the transactions contemplated hereby or thereby. The Except as set forth on Schedule 3.03, the execution, delivery and performance by the Company of this Agreement by Purchaser and Merger Sub the other agreements and instruments contemplated hereby to which the Company is a party, and the consummation by Purchaser and Merger Sub of the Transactions will not transactions contemplated hereby and thereby, (a) do not and will not conflict withwith or result in any breach of, constitute a default under, or result in a breach or violation of, (i) of the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser Company's or any of its Subsidiaries; ' certificate or articles of incorporation or organization or bylaws or operating agreement (or any equivalent organizational documents), (b) require the consent, notice do not and will not conflict with or other action by any Person under, conflict with, result in a violation or any breach of, constitute a default under, result in a violation of, result in the acceleration creation of any Lien upon any assets of the Company or create in any party the right of its Subsidiaries under, or require any authorization, consent, approval, exemption or other action by or notice to accelerateany court or other Governmental Authority under, terminate, modify or cancel any Contract to which Purchaser the Company or Merger Sub any of its Subsidiaries is bound, or any law, statute, rule or regulation or order, judgment or decree to which the Company or any of its Subsidiaries is subject, except, in the case of this clause (b), where the failure of any of the foregoing to be true would not reasonably be expected to be, individually or in the aggregate, material to the Business. This Agreement and each of the other agreements and instruments contemplated hereby to which the Company is a party and that is required to by the terms of this Agreement to be executed on or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting before the propertiesdate hereof, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub the Company and, assuming that this Agreement is and each of these other agreements and instruments has been duly executed, authorized and delivered by the Purchaser and the Sellers, this Agreement and each of these other agreements and instruments constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ ' rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) The Company has all requisite corporate power and authority to enter into and deliver and to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subactions, and no other proceedings corporate actions on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or and performance of this Agreement. The . (b) Except as set forth on Schedule 3.04(b), and except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and (ii) compliance with and filings under the HSR Act, the execution, delivery delivery, performance and performance compliance with the terms and conditions of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Contemplated Transactions will and thereby do not and shall not (aA) violate, conflict with, result in any breach of, or constitute a default under, result in a breach or violation of, (i) under any of the provisions of Purchaser’s or Merger Sub’s certificate of formationthe Group Company Charter Documents, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (bB) require the consent, notice any consent or other action by any Person underthat is a party to a Material Contract, conflict withconstitute a breach or default, result in a violation or breach ofevent that, with or without notice, lapse of time, or both, would constitute a default under, result in or give rise to any right of termination, cancellation, acceleration or other change of any right or obligation of any of the acceleration Group Companies or to a loss of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or benefit to which any of their properties and assets are subject the Group Companies is entitled under any provision of such Material Contract binding upon any of the Group Companies or any Permit affecting the of their respective properties, assets or business governmental authorizations or (C) violate any Law to which any of Purchaser the Group Companies is subject, except where the failure of any of the representations and warranties contained in clause (B) or Merger Sub; (C) above to be true would not have a Material Adverse Effect. Except as may be required by the DGCL and the HSR Act or as disclosed on Schedule 3.04(b), neither the Company nor any other Group Company is required to give notice to, make any filing with, or obtain any consent from any Person at any time prior to the execution and delivery of this Agreement or Closing in connection with the execution and delivery of this Agreement, or the consummation by the Company of the Merger. 11 (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement The Company has been duly executed and delivered by Purchaser and Merger Sub this Agreement and, assuming that due authorization, execution and delivery by the Parent and the Merger Sub, this Agreement is a constitutes the legal, valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by (i) antitrust or competition laws of any applicable jurisdiction, including but not limited to Section 7 of the Xxxxxxx Xxx, 00 X.X.X. § 00, (xx) bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and (iii) other equitable remedies (regardless remedies. The restrictions on “business combinations” contained in Section 203 of whether considered in a proceeding in equity the DGCL do not apply to the Company, the Merger, this Agreement and the transactions contemplated thereby by reason of Section 203(b)(4) of the DGCL, and there are no “fair price,” moratorium,” “control share acquisition” or at law)other similar anti-takeover Laws applicable to this Agreement or any of the Contemplated Transactions.

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance by the Purchaser of this Agreement by and all of the other agreements and instruments contemplated hereby to which the Purchaser and Merger Sub is a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby have been duly and validly authorized by all requisite corporate action, and no corporate other act or organizational action proceeding on the part of the Purchaser and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are is necessary to authorize the execution, delivery or performance of this Agreement. The Agreement and the other agreements contemplated hereby to which the Purchaser is a party, or the consummation of the transactions contemplated hereby or thereby, other than, in the case of the Stock Consideration Issuance and the Purchaser Charter Amendment, the Purchaser Stockholder Approval. (b) Except as set forth on Schedule 5.02(b), and subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 5.05 or on Schedule 5.05, the execution, delivery and performance by the Purchaser of this Agreement by and the other agreements and instruments contemplated hereby to which the Purchaser and Merger Sub is a party, and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby, (i) do not and will not (a) conflict with, or result in any breach of, constitute a default under, or result in a breach or violation of, (i) of the provisions of the Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; ’ certificate or articles of incorporation or bylaws (bor equivalent organizational documents), (ii) require the consent, notice do not and will not conflict with or other action by any Person under, conflict with, result in a violation or any breach of, constitute a default under, result in a violation of, result in the acceleration creation of any Lien upon any assets of the Purchaser or create in any party the right of its Subsidiaries under, or require any authorization, consent, approval, exemption or other action by or notice to accelerateany court or other Governmental Entity under, terminate, modify or cancel any Contract to which the Purchaser or Merger Sub any of its Subsidiaries is bound, or any Law to which the Purchaser or any of its Subsidiaries is subject, except, in the case of the preceding clause (ii), where the occurrence of any of the foregoing would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect. This Agreement and each of the other agreements and instruments contemplated hereby to which the Purchaser is a party and that is required to by the terms of this Agreement to be executed on or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting before the propertiesdate hereof, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has have been duly executed and delivered by the Purchaser and Merger Sub and, assuming that this Agreement is a and such other agreements and instruments have been duly executed, authorized and delivered by the other parties thereto, this Agreement and each of such other agreements and instruments constitute valid and binding obligation obligations of the Company, constitutes a valid and binding obligation of Purchaser and Merger SubPurchaser, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity affecting equity. (c) At a meeting duly called and held by the availability board of specific performance directors of the Purchaser (the “Purchaser Board”), the Purchaser Board, by resolutions of the directors present and voting at such meeting (which resolutions have not, as of the date of this Agreement, been subsequently rescinded, modified or withdrawn), has (i) determined that the terms of this Agreement and the other equitable remedies transactions contemplated hereby, including the Stock Consideration Issuance and the Purchaser Charter Amendment, are advisable, fair to and in the best interests of the Purchaser and its stockholders, (regardless of whether considered in a proceeding in equity or at lawii) resolved, subject to Section 7.02(b), to recommend that the Purchaser’s stockholders approve this Agreement, the Stock Consideration Issuance and the Purchaser Charter Amendment (the “Purchaser Board Recommendation”) and (iii) has directed (A) the Stock Consideration Issuance and (B) the Purchaser Charter Amendment be submitted to the Purchaser’s stockholders for approval.

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance by the Company of this Agreement by Purchaser and Merger Sub any Related Agreement to which it is a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other corporate proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions will not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require such Related Agreement, other than, with respect to the consentMerger, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract Stockholder Approval. This Agreement and each Related Agreement to which Purchaser or Merger Sub the Company is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has have been duly executed and delivered by Purchaser and Merger Sub the Company and, assuming that this Agreement is or such Related Agreement, as applicable, has been duly and validly authorized, executed and delivered by the other parties hereto or thereto, this Agreement and each such Related Agreement constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies remedies. (regardless b) Except as set forth on the attached Authorization Schedule or the Antitrust Conditions Schedule and except for the applicable requirements of whether considered the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), the execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party does not and the consummation of the transactions contemplated hereby or thereby will not (i) conflict with or violate any Company Organizational Document, (ii) conflict with or violate the certificate of formation, certificate of incorporation, articles of incorporation, operating agreement, bylaws, or equivalent governing documents of any Subsidiary of the Company, each as currently in effect (collectively, the “Subsidiary Organizational Documents”), (iii) conflict with or result in any breach of, constitute a proceeding default (or an event that with notice or lapse of time or both would constitute a default) under, require the consent or approval of any Person under, result in equity the termination of or at lawa right of termination or cancellation under, result in or require any payment, result in the loss of any benefit, the granting of a license to another person or the acceleration of the performance required by, any Material Contract, material Leased Real Property lease or material insurance policy maintained by the Company or any of its Subsidiaries, (iv) result in the creation of any Lien upon any assets of the Company or its Subsidiaries, (v) require any authorization, consent, approval, exemption or other action by or notice to or filing with any court or other Governmental Entity, (vi) conflict with or violate any Law to which the Company or any of its Subsidiaries is subject, except in the cases of clauses (ii), (iii), (iv), (v) and (vi) as would not reasonably be expected to be, individually or in the aggregate, material to the Company. (c) This Agreement and the Merger have been unanimously approved by the board of directors of the Company. The Stockholder Approval, when executed and delivered, will satisfy all requirements for consents, votes or approvals by the holders of any classes or series of capital stock of the Company necessary to approve and adopt, and consummate, this Agreement, the Related Agreements to which the Company is or will be a party, the Merger and the other transactions contemplated hereby or thereby, in each case in accordance with the Company Organizational Documents and applicable Law.

Authorization; No Breach; Valid and Binding Agreement. a. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions Transactions, including the Acquisition, have been duly and validly authorized by all requisite corporate action and action by the holders of Common Shares, Options or organizational action any other interests in the Company, and no other corporate proceedings on its part or on the part of Purchaser and Merger Subany such holder, and no other proceedings on whether under the part of Purchaser Organizational Documents, the Prior Shareholders’ Agreement or Merger Sub otherwise, are necessary to authorize the execution, delivery or performance of this AgreementAgreement by the Company and the Sellers. The Upon consummation of the Acquisition, the Buyer will own 100% of the equity of the Company on a fully diluted basis free and clear of any Liens and no other Person will own any equity interests in the Company or any options or other rights in respect thereof. b. Except for compliance with and filings under the Investment Canada Act, and the HSR Act, the execution, delivery delivery, performance and performance compliance with the terms and conditions of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions will do not and shall not (ai) violate, conflict with, result in any breach of, or constitute a default under, result in a breach or violation of, (i) under any of the provisions of Purchaser’s the certificates of incorporation or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws (or other equivalent organizational documents) of any Group Company, or (ii) the provision except as disclosed on Schedule 3.03(b), require any consent of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person or the Company or any of its Subsidiaries under, conflict withconstitute a default or an event that, result in a violation with or breach ofwithout notice or lapse of time or both, would constitute a default under, result in or cause or permit termination, cancellation, acceleration or other change of any right or obligation or the acceleration loss of any benefit under, any provision of any Contract, (iii) violate any Law or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or Order to which any of the Group Companies is subject or by which any of their respective properties and or assets are subject bound or any Permit affecting the propertiesaffected, assets or business of Purchaser or Merger Sub; or (civ) result in the creation or imposition of any Lien (other than Permitted Liens) upon Liens on any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i)the Group Companies, except where the failure of any of the representations and warranties contained in clause (ii) or (iv) above to the extent such conflict, default, violation, breach or Lien be true would not reasonably be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub andexpected, assuming individually or in the aggregate, to have a Material Adverse Effect. c. Assuming that this Agreement is a valid and binding obligation of the CompanyParent and the Buyer, this Agreement constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance by the Company of this Agreement by Purchaser and Merger Sub the other Transaction Documents to which it is a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby, and the performance by the Company of its obligations hereunder and thereunder, have been duly and validly authorized by all requisite corporate or organizational limited liability company action on of the part Company, including providing the requisite notice to the holders of Purchaser and Merger Subthe Required Interest (as defined therein) pursuant to Section 4.1(c)(ii) of the limited liability company agreement of the Company as in effect immediately prior to the Effective Time, and no other limited liability company proceedings on the part of Purchaser or Merger Sub the Company are necessary to authorize the execution, delivery or performance of this AgreementAgreement and the other Transaction Documents by the Company or the consummation of the transactions contemplated hereby or thereby. The Company has duly executed and delivered this Agreement and, at or prior to the Closing, will have duly and validly executed and delivered each of the other Transaction Documents. (b) Except as set forth on the Authorization Schedule, the execution, delivery and performance by the Company of this Agreement by Purchaser and Merger Sub the Transaction Documents to which it is a party do not, and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby will not (a) conflict with, constitute a default under, result in a breach or violation ofnot, (i) conflict with or result in any breach of the terms, conditions or provisions of Purchaserthe Company’s or Merger Sub’s certificate its Subsidiaries’ certificates or articles of formation, certificate of formation or incorporation, bylaws or limited liability company agreement, bylaws agreements (or other similar organizational documents), or (ii) the provision of conflict with or violate any Law to which the Company or Governmental Order applicable to Purchaser its Subsidiaries is subject or any of its Subsidiaries; (biii) require the consent, constitute a breach or default under (with or without notice or other action by any Person underlapse of time, conflict withor both), result in a violation or breach of, constitute a default under, result in the acceleration creation of any Lien upon any assets of the Company or create in its Subsidiaries under, or require any party authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or other Governmental Entity or other Person under, the right to accelerateprovisions of any indenture, terminatemortgage, modify lease, loan agreement or cancel any Contract other agreement or instrument to which Purchaser the Company or Merger Sub its Subsidiaries is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or otherwise bound. (c) result in Assuming the creation or imposition due authorization, execution and delivery by each of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Subthe Blocker Seller, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser and the Merger Sub and, assuming that of this Agreement and the other Transaction Documents to which they are a party, this Agreement constitutes, and upon their execution and delivery, the other Transaction Documents to which the Company is to become a party will constitute, valid and binding obligation obligations of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable in accordance with its their respective terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The (a) All corporate action on the part of the Company, its officers, directors and, prior to the Effective Time, stockholders, necessary for the authorization, execution, delivery and performance by the Company of this Agreement and any other agreement, certificate or instrument contemplated by Purchaser and Merger Sub this Agreement and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate or organizational action, and, subject to obtaining the Stockholder Approval, no other corporate action on the part of Purchaser the Company, its officers, directors and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are stockholders is necessary to authorize the execution, delivery or and performance by the Company of this AgreementAgreement and any other agreement, certificate or instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby. The This Agreement has been duly and validly executed and delivered by the Company and any other agreement, certificate or instrument contemplated by this Agreement shall have been duly and validly executed and delivered by the Company on or prior to the Closing Date. (b) Except for (x) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and (y) compliance with and filings under the HSR Act and any other Antitrust Law, no consent, authorization or approval of, filing or registration with, any Governmental Entity is necessary in connection with the execution, delivery and performance by the Company of this Agreement and any other agreement, certificate or instrument contemplated by Purchaser and Merger Sub this Agreement and the consummation by Purchaser and Merger Sub of the Transactions will transactions contemplated hereby and thereby. The execution, delivery, performance and compliance by the Company with the terms and conditions of this Agreement and any other agreement, certificate or instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby do not and shall not (ai) violate, conflict with, result in any breach of, or constitute a default under, result in a breach or violation of, (i) under any of the provisions of Purchaser’s the certificates of incorporation or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws (or other equivalent organizational documents) of any Group Company, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person underviolate, conflict with, result in a violation or breach of, or constitute a violation or default underunder any Contract, or the acceleration or creation of any performance obligation required by, or the termination or modification of any rights or privileges of any Group Company or result in the acceleration creation of any Lien upon, any of the assets or create properties of any Group Company, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any party of the right to accelerateforegoing under, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or (iii) violate any Law to which any of the Group Companies or their properties business is subject, except where the failure of any of the representations and assets are subject warranties contained in clauses (ii) or any Permit affecting (iii) above to be true would not be material to the propertiesGroup Companies, assets or business of Purchaser or Merger Sub; or taken as a whole. (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement is a valid and binding obligation of the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of the Company, constitutes and each other agreement, certificate or instrument contemplated by this Agreement when executed and delivered (assuming such agreement, certificate or instrument is a valid and binding obligation of Purchaser the other parties thereto, if any) shall constitute a legal, valid and Merger Subbinding obligation of the Company, in each case enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement and each of the Transaction Documents required hereby to be executed and delivered by Purchaser and Merger Sub Sunniva and the consummation by Purchaser and Merger Sub Sunniva of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other proceedings on the part of Purchaser or Merger Sub Sunniva are necessary to authorize the execution, delivery or performance of this AgreementAgreement and each of the Transaction Documents required hereby to be executed and delivered by Sunniva and the consummation by Sunniva of the transactions contemplated herein or therein. The execution, delivery and performance of this Agreement and the Transaction Documents by Purchaser and Merger Sub Sunniva and the consummation by Purchaser and Merger Sub Sunniva of the Transactions transactions contemplated hereby and thereby do not and will not (a) violate any provision of Sunniva’s organizational or governing documents, (b) conflict with, constitute a material default under, result in a material breach or violation of, (i) require any consent under, any Contract to which the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, Sunniva is a party or (iic) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach ofof any provision of any Law applicable to the Sunniva, constitute a default under, result except in the acceleration cases of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties clauses (b) and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to where the extent such conflict, default, violation, breach or Lien violation would not be materialhave a material adverse effect on the Sunniva’s ability to consummate the transactions contemplated hereby. This Agreement and each of the Transaction Documents required hereby to be executed and delivered by Sunniva has been duly executed and delivered by Purchaser and Merger Sub Sunniva and, assuming that this Agreement is a and each of the Transaction Documents required hereby to be executed and delivered are valid and binding obligation obligations of the Companyother parties hereto, constitutes a constitute valid and binding obligation obligations of Purchaser and Merger SubSunniva, enforceable in accordance with its their terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by Purchaser each of Seller and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Sublimited liability company action, and no other corporate or limited liability company proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery Each of Seller and performance of the Company has all requisite power and authority and full legal capacity to execute and deliver this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions will not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of perform its Subsidiaries; obligations hereunder. (b) require Except as set forth on Section 3.3(b) of the consentDisclosure Schedules, the consummation of the transactions contemplated hereby do not (with or without due notice or other action by any Person under, lapse of time or both) conflict with, with or result in a violation or any breach of, constitute a default under, give rise to any right of termination, cancellation or acceleration under, result in the acceleration of or create in any party the right to acceleratea violation of, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) Encumbrance upon any properties or assets of Purchaser the Company or Merger Subany of the CHUHC Subsidiaries under, in each caseor require any authorization, consent, approval, exemption or other than with respect action by or notice to any court or other Governmental Authority under, the provisions of (a)(ix) Seller’s, the Company’s or any of the CHUHC Subsidiaries’ operating agreement, certificate or articles of incorporation or organization or bylaws (or equivalent organizational documents), except (y) any contract, indenture, mortgage, lease, loan agreement or similar other agreement or instrument to which Seller, the extent such conflictCompany or any of the CHUHC Subsidiaries is bound, defaultor (z) assuming that all filings, violationregistrations and notifications have been made as contemplated by Article II, breach any Law to which Seller, the Company or Lien would not be materialany of the CHUHC Subsidiaries is subject. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement is a valid and binding obligation of the Companyother parties hereto, this Agreement constitutes a valid and binding obligation of Purchaser the Company and Merger SubSeller, enforceable in accordance with its terms. (c) Except as set forth on Section 3.3(c) of the Disclosure Schedules, the execution, delivery and performance of this Agreement by Seller, and the consummation by Seller of the transactions contemplated hereby, will not require any consent, waiver, approval, authorization of, or filing or registration with or notification to, any Governmental Authority, except for (i) compliance with all applicable Antitrust Law, (ii) the Required Actions, and (iii) as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles required as a result of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity any facts or at law)circumstances related to Purchaser or Purchaser's Parent.

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby, including the Merger, have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subthe Company, and and, subject to obtaining the Stockholder Approval, no other corporate proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this AgreementAgreement by the Company. The executionStockholder Approval is the only vote of any class or series of the Company Stock required to approve this Agreement and the transactions contemplated by this Agreement, delivery and performance including the Merger. (b) Prior to the date of this Agreement by Purchaser Agreement, the Company and Merger Sub and the consummation by Purchaser and Merger Sub its board of the Transactions will directors have taken all action necessary to exempt under or make not (a) conflict with, constitute a default under, result in a breach or violation of, subject to (i) the provisions of Purchaser’s Section 203 of the DGCL, (ii) any other Takeover Law or Merger Sub’s certificate (iii) any provision of formation, certificate the Organizational Documents of incorporation, limited liability company agreement, bylaws the Company and the organizational documents of each other Group Company that would require any corporate approval other than that otherwise required by the DGCL or other organizational documentsapplicable state Law: (A) the execution of this Agreement, (B) the Merger and (C) any of the other transactions contemplated by this Agreement. The Company does not have in effect any “poison pill,” shareholder rights plan or similar Contract or understanding. (c) Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the provision Stockholder Approval, (iii) compliance with and filings under the HSR Act and any other Antitrust Law and (iv) as set forth on Schedule 3.03(c), the execution, delivery, performance and compliance with the terms and conditions of this Agreement by the Company and the consummation of the transactions contemplated hereby and thereby by the Company do not and shall not (A) violate, conflict with, result in any breach of, or constitute a default under any of the provisions of the Organizational Documents of the Company or the certificates of incorporation or bylaws (or equivalent organizational documents) of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; other Group Company, (bB) require the consent, notice any consent of or other action by any Person or by the Company or any other Group Company under, conflict withconstitute a default or an event that, result in a violation with or breach ofwithout notice or lapse of time or both, would constitute a default under, result in or cause or permit termination, cancellation, acceleration, suspension or other change of any right, payment, obligation or remedy or the acceleration loss of or create in any party the right to acceleratebenefit under, terminate, modify or cancel any provision of any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser the Company or Merger Sub; any other Group Company, (C) violate any Law or Order to which any of the Group Companies is subject or by which any of their respective properties or assets are bound or affected or (cD) result in the creation or imposition of any Lien (other than Permitted Liens) upon Liens on any properties or assets of Purchaser the Company or Merger Subany other Group Company, except where the failure of any of the representations and warranties contained in each case, other than with respect to clauses (a)(iB), except (C) or (D) above to the extent such conflict, default, violation, breach or Lien be true would not reasonably be material. expected, individually or in the aggregate, to have a Material Adverse Effect. (d) This Agreement has been duly executed and delivered by Purchaser and Merger Sub the Company and, assuming that this Agreement is a valid and binding obligation of the Companyother parties hereto, this Agreement constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies remedies. (regardless e) All of whether considered in a proceeding in equity the shares of Series A Preferred Stock and Series A-1 Preferred Stock outstanding on the date hereof were issued on September 23, 2003. All of the shares of Series B Preferred Stock outstanding on the date hereof were issued on September 23, 2003. Since their issuance, the Company has not declared or at law)paid any dividends on any Series A Preferred Stock, Series A-1 Preferred Stock or Series B Preferred Stock.

Authorization; No Breach; Valid and Binding Agreement. The Company has the right, full power and authority, as a corporation, to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Subaction, and no other proceedings on the its part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this AgreementAgreement or the consummation of the transactions contemplated thereby. The Except as set forth on the attached Authorization Schedule, the execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company does not and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby will not (a) conflict withwith or result in any material breach of, constitute a material default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in a breach or material violation of, (i) result in the provisions creation of Purchaser’s any material Lien upon or Merger Sub’s certificate forfeiture of formationany of the rights or material assets of the Company or its Subsidiaries under, certificate result in a right of incorporationtermination or acceleration under, limited liability company agreement, bylaws require any offer to purchase or prepayment of any Indebtedness or other organizational documentsmaterial liability under, or (ii) the provision of require any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the authorization, consent, notice approval, waiver, exemption or other action by or notice to any Person under, conflict withthe terms, result in a violation conditions or breach ofprovisions of (a) the Company's or its Subsidiaries' certificates or articles of formation or incorporation or similar formation documents or by-laws, constitute a default undermembership agreements, result in the acceleration of partnership agreements or create in similar governing documents, (b) any party the right to acceleratematerial deed, terminateindenture, modify mortgage, lease, sublease, license, sublicense, note, bond, warrant, loan agreement or cancel other document or instrument (including any Contract document or instrument evidencing any Indebtedness) to which Purchaser the Company or Merger Sub its Subsidiaries is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the propertiesbound, assets or business of Purchaser or Merger Sub; or (c) result in any Law to which the creation Company or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be materialits Subsidiaries is subject. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement is a valid and binding obligation of the CompanyPurchaser and Merger Sub, this Agreement constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy Lawsbankruptcy, insolvency, reorganization or other similar Laws affecting creditors’ ' rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions will not (a) conflict with, constitute a default under, result in a breach or violation of, (i) The Company has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be materialtransactions contemplated hereby. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement is a valid and binding obligation of Buyer and the CompanySellers, this Agreement constitutes a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies remedies. (regardless b) This Agreement has been duly authorized, executed and delivered by the Company and no other corporate action on the part of whether considered the Company or its members is necessary to the performance by the Company of this Agreement. Except (i) as set forth on the attached Authorization Schedule and (ii) for (A) the applicable requirements, if any, of state securities or “blue sky” laws (“Blue Sky Laws”) and (B) the pre-acquisition notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”), the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby do not materially conflict with or result in any material breach of, constitute a material default under, result in a proceeding material violation of, result in equity the creation of any material lien, security interest, charge or at encumbrance upon any material assets of the Company or any of its Subsidiaries, or require any material authorization, consent, approval, exemption or other action by, or notice to, any court or Governmental Entity, under (x) the provisions of the Company’s or any of its Subsidiaries’ Organizational Documents, (y) any Material Contract, or (z) any law), statute, rule or regulation or order, judgment or decree to which the Company or any of its Subsidiaries is subject, other than in the case of clause (y) as would not have a Material Adverse Effect.

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by Purchaser and Merger Sub the Company and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all requisite corporate action, and, subject to obtaining the Stockholder Approval, no other corporate proceedings on its part or organizational action on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub Securityholders are necessary to authorize the execution, delivery or performance of this Agreement. The executionboard of directors of the Company has (i) determined that this Agreement, delivery the other documents contemplated hereby and performance the transactions contemplated hereby and thereby are fair to and in the best interests of the Stockholders, (ii) approved and adopted this Agreement, the other documents contemplated hereby to which the Company is a party and the consummation of the transactions contemplated hereby and thereby, (iii) resolved to recommend approval and adoption of this Agreement by Purchaser and Merger Sub and the consummation Merger by Purchaser the Stockholders, and (iv) directed that this Agreement and the Merger Sub of be submitted to the Transactions will not Stockholders for their written consent. (ab) conflict with, constitute a default under, result in a breach or violation of, Except for (i) the provisions filing of Purchaser’s or the Certificate of Merger Sub’s certificate with the Secretary of formationState of the State of Delaware, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision Stockholder Approval, and (iii) the matters set forth on Schedule 3.03(b), none of any Law the execution, delivery, performance or Governmental Order applicable to Purchaser compliance with the terms and conditions of this Agreement or any the other agreements contemplated hereby by the Company nor the consummation of its Subsidiaries; the transactions contemplated hereby and thereby by the Company will (bwith or without the passage of time or giving of notice): (A) require the consent, notice or other action by any Person underviolate, conflict with, result in any breach of, or constitute a default under any of the provisions of any Organizational Documents of any member of the Company Group, (B) violate or result in a breach of or constitute a violation or breach of, constitute a default under, require consent or notice, conflict with or give rise to or create any right of any Person other than a member of the Company Group to accelerate, increase, terminate, modify, or cancel any material right or obligation or result in the acceleration creation of any Lien (other than a Permitted Lien) under any Permit or create in Material Contract, or any party the right to accelerate, terminate, modify or cancel any Contract Order to which Purchaser any member of the Company Group is, or Merger Sub is a party or by which either of them is bound or to which any of their properties and or assets are are, bound or subject, (C) violate any Law to which any member of the Company Group is subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (cD) result in the creation or imposition of any Lien on the Capital Stock or any assets of the Company Group (in the case of Liens on assets of the Company Group, other than Permitted Liens). (c) upon any properties The Company has the requisite corporate power and authority to enter into this Agreement and the other documents and arrangements contemplated hereby to which it is or assets of Purchaser or Merger Sub, in each case, other than with respect is specified to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be materiala party. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming Assuming that this Agreement is a valid and binding obligation of the Companyother Parties hereto, this Agreement, and each other agreement contemplated hereby to which the Company is or is specified to be a party, constitutes (or will constitute) a valid and binding obligation of Purchaser and Merger Subthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) The executionCompany has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and the Transaction Agreements to which it is or will be a party and, delivery and performance subject to, in the case of the consummation of the Merger, the adoption of this Agreement by Purchaser the affirmative vote or consent of the holders of a majority of the outstanding shares of Capital Stock (the “Requisite Company Vote”), to consummate the transactions contemplated by this Agreement and Merger Sub such other Transaction Agreements. The execution and delivery of this Agreement by the Company and the Transaction Agreements to which it is or will be a party and the consummation by Purchaser and Merger Sub the Company of the Transactions have transactions contemplated hereby and thereby has been duly and validly authorized by all requisite necessary corporate or organizational action on the part of Purchaser and Merger Sub, the Company and no other corporate action or proceedings on the part of Purchaser or Merger Sub the Company are necessary to authorize the execution, execution and delivery or performance of this Agreement, any Transaction Agreement or to consummate the Merger and the other transactions contemplated hereby or thereby, subject only, in the case of consummation of the Merger, to the receipt of the Requisite Company Vote. The executionRequisite Company Vote is the only vote or consent of the holders of any class or series of the Capital Stock necessary to approve and adopt this Agreement, approve the Merger, and consummate the Merger and the other transactions contemplated hereby or any other Transaction Agreement. (b) Except as set forth on Schedule 2.3(b), the execution and delivery and performance of this Agreement by Purchaser the Company and Merger Sub the Transaction Agreements to which it is or will be a party and the consummation by Purchaser and Merger Sub of the Transactions transactions contemplated hereby and thereby by the Company do not and will not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person underviolate, conflict with, result in any breach of or constitute a default under any of the provisions of the certificates of incorporation or bylaws (or equivalent organizational documents) of the Company or any Subsidiary, (ii) violate or result in a breach of or constitute a violation or breach ofdefault under any Material Contract, constitute a default under, result in the acceleration of or create in (iii) violate any party the right to accelerate, terminate, modify or cancel any Contract Law to which Purchaser the Company or Merger Sub any Subsidiary is a party or by which either subject, except where the failure of them is bound or to which any of their properties the representations and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; warranties contained in clauses (ii) or (ciii) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect above to (a)(i), except to the extent such conflict, default, violation, breach or Lien be true would not be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming . (c) Assuming that this Agreement and each other Transaction Agreement to which the Company is a party are valid and binding obligations of Purchaser, this Agreement and each such other Transaction Agreement constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, enforceable in accordance with its their applicable terms, except as enforceability may be limited by bankruptcy Lawsapplicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other similar Laws of general application affecting enforcement of creditors’ rights generally, and general principles of equity affecting as limited by Laws relating to the availability of specific performance and performance, injunctive relief or other equitable remedies (regardless of whether considered in a proceeding in equity or at law)remedies.