Common use of Authorization; No Breach Clause in Contracts

Authorization; No Breach. Assuming receipt of and subject to the consents set forth on Section 5D of the Company Disclosure Letter and the HSR Approval, except as set forth on Section 5D of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company, and performance of its obligations hereunder, do not (a) materially violate or result in any material breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, upon any of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries is subject.

Authorization; No Breach. Assuming receipt of The execution, delivery and subject to the consents set forth on Section 5D of the Company Disclosure Letter and the HSR Approval, except as set forth on Section 5D of the Company Disclosure Letter, the execution and delivery performance ------------------------ of this Agreement by and the CompanyRegistration Rights Agreement and the consummation of all transactions contemplated hereby or thereby, including but not limited to the offering, sale and performance of its obligations hereunder, do not (a) materially violate or result in any material breach of any issuance of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business Note pursuant to this Agreement has been duly authorized by all required corporate actions of the Company and its Subsidiariesshareholders and the Company has taken all corporate acts necessary for the due and valid authorization, taken as a wholeexecution, as conducted through the Closing, result in the termination of or accelerate the issuance and performance required by any of the termsAgreement, conditions or provisions ofthe Registration Rights Agreement, (d) except as would not materially impair or restrict the business Note and the Conversion Stock. This Agreement, the Registration Rights Agreement and the Note constitute valid and binding obligations of the Company enforceable in accordance with their respective terms, except as the indemnification provisions of Section 2.7 of the Registration Rights Agreement may be limited by principles of public policy, and its Subsidiariessubject to laws of general application relating to bankruptcy, taken as a wholeinsolvency reorganization, as conducted through moratorium and the Closingrelief of debtors and rules of law governing specific performance, requireinjunctive relief or other equitable remedies. The Note, when issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable, and will have the rights, preferences and privileges described therein; the Conversion Stock has been duly and validly reserved and, when issued in compliance with the provisions of itself this Agreement and without giving effect to any other action or inactionthe Certificate of Incorporation, will be duly and validly authorized, validly issued and outstanding, fully paid and nonassessable; and the payment by the Company and/or any of its Subsidiaries Note and such Conversion Stock will be free of any severance, change-of-control liens or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, upon any of the shares of capital stock or any material assets or properties of the Company or its Subsidiariesencumbrances, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken liens or encumbrances created by or at imposed upon the direction of holders; provided, however, that the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval Note and the other consents and approvals, if any, contemplated by Section 2A(i)), Conversion Stock may be subject to restrictions on transfer under (I) the Organizational Documents of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries is subjectstate and/or federal securities laws as set forth herein.

Authorization; No Breach. Assuming receipt The Company's execution, delivery and performance of this Agreement, the Amended and subject Restated Marketing and Facilitation Agreement and all other agreements and instruments contemplated hereby to which it is a party have been duly approved and authorized by the consents set forth on Section 5D Company and by Pro-Fac in its capacity as the Company's sole shareholder. This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, and all other agreements and instruments contemplated hereby to which the Company Disclosure Letter is a party, when executed and delivered by the HSR ApprovalCompany in accordance with the terms hereof, shall each constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors rights generally or by general principles of equity. Except as set forth on Section 5D of the Company Disclosure LetterSchedule 2.4 attached hereto, the execution and delivery by the Company of this Agreement and all other agreements and instruments contemplated hereby to which it is a party, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, Company does not and performance of its obligations hereunder, do shall not (ai) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair constitute a default under (whether with or restrict without the business passage of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inactiontime, the payment by the Company and/or any giving of its Subsidiaries of any severancenotice or both), change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or (iii) result in the loss of any material Intellectual Property Rights a benefit under or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, Lien upon any of the shares of Company's capital stock or assets pursuant to, (iv) give any material assets third party the right to modify, terminate or properties of the Company or its Subsidiariesaccelerate any obligation under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to or declaration to, or filing with, any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company party or any of its Subsidiaries in this Agreement Government Entity pursuant to, (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (IA) the Organizational Documents of the Company or any of its Subsidiaries, (IIB) any Company Material Contract or Lease or (III) any Applicable Law to which the Company is subject, or any of its Subsidiaries order, judgment or decree or (C) any material agreement or instrument to which the Company is subject, except in the case of subclause (B) and (C) above, for any conflict, breach, default, loss, creation, modification, termination, acceleration, violation or requirement that would not be material in any respect.

Authorization; No Breach. Assuming receipt (a) The Company has full power and authority to enter into this Agreement and the agreements contemplated hereby to which the Company is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and subject all other agreements and transactions contemplated hereby to which the Company is a party have been duly authorized by the Board of Directors and (to the consents set forth on Section 5D extent required) the shareholder(s) of the Company Disclosure Letter and no other corporate proceedings on their part are necessary to authorize this Agreement and the HSR Approvalagreements contemplated hereby and the transactions contemplated hereby and thereby. Assuming that this Agreement and any other agreements contemplated hereby to be executed and delivered by the Company are valid and binding obligations of the Buyer, ADSX and/or VeriChip, as the case may be, this Agreement and all other agreements contemplated hereby to be entered into by the Company each constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy laws, similar laws of debtor relief and general principles of equity. (b) Except as set forth on Section 5D of the Company Disclosure LetterSchedule 4.3, the execution execution, delivery and delivery performance of this Agreement by the Company, the Holder and performance the Seller and the consummation of its obligations hereunder, the transactions contemplated hereby do not (a) materially violate and will not conflict with or result in any material breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, whether with or without due notice or lapse notice, the passage of time, time or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions a violation of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, Lien (other than Permitted Liens) upon the Shares or any assets of the shares of capital stock Company, give any third party the right to modify, terminate or accelerate any material assets obligation under, or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity court or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i))governmental body, under (I) the provisions of the Organizational Documents of the Company or any of its Subsidiariesindenture, (II) any Company Material Contract mortgage, lease, loan agreement or Lease other agreement or (III) any Applicable Law instrument to which the Company is bound, or any of its Subsidiaries material law, statute, rule, regulation, order, judgment or decree to which the Company is subject, in each case except for such conflicts, breaches, defaults, violations, Lien creations, rights the exercise of which or requirements the failure of which to meet would not have a Material Adverse Effect.

Authorization; No Breach. Assuming receipt The execution, delivery and performance of this Agreement, the CBS Merger Agreement, the ATS Merger Agreement, the Registration Rights Agreement and subject all other agreements contemplated hereby to which ATS is or will be a party have been duly authorized by ATS. This Agreement, the consents set forth on Section 5D CBS Merger Agreement, the Gearon Merger Agreement, the ATC Merger Agreement, the Registration Rights Agreement and all other agreements contemplated hereby each constitutes a valid and binding obligation of the Company Disclosure Letter and the HSR ApprovalATS, enforceable in accordance with its terms, except as set forth on Section 5D (i) the enforceability thereof may be limited by bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other laws of general applicability affecting the Company Disclosure Letter, enforcement of creditors' or secured parties' rights or debtors' obligations generally and (ii) the availability of specific performance or other equitable remedies may be limited by equitable principles of general applicability (whether such matter is considered in a proceeding at law or in equity). The (x) execution and delivery by ATS of this Agreement, the Registration Rights Agreement by and the CompanyPledge Agreement, (y) offering, sale and issuance of the Subject Shares and the Exchanged Shares hereunder, and performance (z) fulfillment of its obligations hereunderand compliance with the respective terms hereof and thereof by ATS, do not and shall not, except in respect of clause (az) materially violate above, for filings and other actions to be performed upon the occurrence of certain future events, as contemplated by the Registration Rights Agreement, (i) conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as constitute a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofdefault under, (eiii) result in the creation of any material Lienlien, security interest, charge or encumbrance upon ATS' or any of the shares of subsidiary's capital stock or assets pursuant to, (iv) give any material assets third party the right to modify, terminate or properties of the Company or its Subsidiariesaccelerate any obligation under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity court or administrative or governmental body pursuant to, the charter or by-laws or other third partyorganizational documents of ATS or any subsidiary, in each caseor any law, statute, rule or regulation to which ATS or any subsidiary is subject, or any contract, agreement, instrument, order, judgment or decree to which ATS or any subsidiary is subject, which such authorization, consent, approval, exemption, action or notice has not been obtained, except in all cases for such exceptions as has been obtained would not, individually or in the aggregate, have a material adverse effect on the business, financial conditions or results of operation of ATS and its subsidiaries taken as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries is subjecta whole.

Authorization; No Breach. Assuming receipt of The execution, delivery and subject to the consents set forth on Section 5D performance of the Company Disclosure Letter Transaction Agreements and all other agreements contemplated hereby or thereby to which the HSR ApprovalIssuer or any of its Subsidiaries is a party, the filing of the Certificate of Designation have been duly and validly authorized by the Issuer. The Transaction Agreements and all other agreements contemplated hereby to which the Issuer or any of its Subsidiaries is a party each constitutes a valid and binding obligation of the Issuer or such Subsidiary, as applicable, enforceable in accordance with its terms. The issuance of the Common Stock upon conversion of the Series D Shares will not require any further corporate action (except for action related to any anti-dilution adjustments) on the part of the Issuer except as required pursuant to Section 5.07 and, except as set forth on Section 5D Schedule 3.02 (b), will not be subject to any preemptive right, right of the Company Disclosure Letter, the first refusal or other similar right. The execution and delivery by the Issuer of this Agreement and all other agreements contemplated hereby to which the Issuer is a party, the offering, sale and issuance of the Securities hereunder, the issuance of Common Stock upon conversion of the Series D Shares, the filing of the Certificate of Designation, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, and performance of its obligations hereunderIssuer, do not and shall not (ai) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as constitute a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofdefault under, (eiii) result in the creation of any material Lien, Lien upon the Issuer's or any of the shares of Subsidiary's capital stock or assets pursuant to, (iv) give any material assets third party the right to modify, terminate or properties of the Company or its Subsidiariesaccelerate any obligation under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to or declaration to, or filing with, any Governmental Entity court or other third partyadministrative or governmental body or agency pursuant to, in each case, except as has been obtained the articles of incorporation or as contemplated to be obtained by bylaws of the Company Issuer or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvalsSubsidiary, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiarieslaw, (II) any Company Material Contract statute, rule or Lease regulation, order, judgment or (III) any Applicable Law decree to which the Company Issuer or any of its Subsidiaries Subsidiary is subject, or any material agreement or instrument to which the Issuer or any Subsidiary is subject, except for such matters that would not have a Material Adverse Effect.

Authorization; No Breach. Assuming receipt The execution, delivery and performance of this Agreement and subject the other agreements contemplated hereby to be executed and delivered by Seller and the consents set forth on Section 5D consummation of the Company Disclosure Letter transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part of Seller, and no other corporate proceedings on the part of Seller are necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby. This Agreement and the HSR Approvalother agreements contemplated hereby to be executed and delivered by Seller constitute valid and binding obligations of Seller, except enforceable in accordance with their respective terms. Except as set forth on Section 5D of the Company Disclosure Letterattached Restrictions Schedule, the execution execution, delivery and delivery performance of this Agreement and the other agreements contemplated hereby to be executed and delivered by Seller and the Company, consummation of the transactions contemplated hereby and performance of its obligations hereunder, do thereby does not and shall not (ai) materially violate conflict with or result in any material breach of any of the provisions of, (bii) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (ciii) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions a violation of, (div) except as would not materially impair give any third party the right to terminate or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to accelerate any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofunder, (ev) result in the creation of any material Lien, Lien or encumbrance of any kind upon any of the shares of capital stock or any material assets or properties of the Company or its SubsidiariesPurchased Assets, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to or filing with any Governmental Entity court or other third partygovernmental or regulatory body or authority, in each caseunder the provisions of Seller’s certificate of incorporation or bylaws or any indenture, mortgage, lease, loan agreement, license, contract, understanding, commitment or other agreement or instrument to which Seller is bound or affected, or any law, statute, rule or regulation to which Seller is subject. Without limiting the generality of the foregoing, except as has been obtained for Buyer pursuant hereto, there are no agreements, options, commitments or as contemplated rights with, of or to be obtained by any Person to purchase or otherwise acquire any of the Company Purchased Assets or any interests therein, except those entered into in the Ordinary Course of its Subsidiaries in this Agreement (including HSR Approval and Business for the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents sale of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries is subjectInventory.

Authorization; No Breach. Assuming receipt (a) The Sellers have full power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement to be executed by the Sellers in connection with the transactions contemplated by this Agreement (the “Seller Documents”), to perform its 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 Seller Documents by each applicable Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite action, and no other proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly authorized, executed and delivered by the applicable Seller, and assuming that this Agreement and each of the Seller Documents is a valid and binding obligation of the other parties hereto and thereto, this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, a legal, valid and binding obligation of the applicable Seller, enforceable against the Sellers in accordance with its respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights or to general principles of equity. (b) Except for the consents set forth on Section 5D requirements of the Company Disclosure Letter HSR Act, Competition Act Approval and the HSR Approval, except any Other Antitrust Regulations as set forth on Section 5D of the Company Disclosure LetterGovernmental Consents Schedule and as set forth on the Authorization Schedule, the execution execution, delivery and delivery performance of this Agreement and each of the Seller Documents by the CompanySellers and the consummation of the transactions contemplated hereby and thereby, and performance or compliance by the Sellers with any of its obligations hereunderthe provisions hereof or thereof, do not (a) materially violate or and will not conflict with, result in any material breach of any of the provisions of, (b) violate or require any notice under, constitute a material default under (or constitute any event which, with or without due notice or lapse of time, time or both), would constitute result in a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closingof, result in the termination creation of any Lien upon any material properties or accelerate assets of the performance required by Sellers or the Company or any of the termstheir respective Subsidiaries under, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect give rise to any other action right of termination, cancellation or inaction, the payment by the Company and/or any of its Subsidiaries acceleration of any severance, change-of-control material obligation or similar payments under any express terms ofloss of a material benefit under, or give rise to any material obligation of the Company and/or any of its Subsidiaries under Sellers or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, upon any of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its their respective Subsidiaries in this Agreement to make any material payment under, any provision of (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (Ii) the Organizational Documents Sellers or the Company’s or any of their respective Subsidiaries’ articles of incorporation, by-laws or other organizational documents, (ii) any contract required to be set forth on the Contracts Schedule, (iii) any outstanding judgment, order or decree applicable to the Sellers or the Company or any of their respective Subsidiaries or any of the material properties or assets of the Company or any of its Subsidiaries, or (IIiv) any Company Material Contract or Lease or (III) any Applicable applicable Law to which the Sellers or the Company or any of its their respective Subsidiaries is subject.

Authorization; No Breach. Assuming receipt The Corporation has full corporate power and authority to execute and deliver this Agreement, the Registration Rights Agreement and each other document or instrument contemplated hereby and thereby, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Corporation of this Agreement, the Registration Rights Agreement and subject to each other document or instrument contemplated hereby and thereby, and the consents set forth on Section 5D filing of the Company Disclosure Letter Certificate of Designation and the HSR ApprovalAmendment have been duly authorized by all requisite corporate action by the Corporation. This Agreement has been, except as set forth on Section 5D and the Registration Rights Agreement and each other document or instrument to be executed by the Corporation in connection herewith or therewith will be, duly executed and delivered by the Corporation and constitutes, or will constitute, a legal, valid and binding obligation of the Company Disclosure LetterCorporation, the enforceable in accordance with their terms. The execution and delivery of this Agreement, the Registration Rights Agreement and each other document or instrument contemplated hereby and thereby, the filing of the Certificate of Designation and the Amendment, the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by the CompanyCorporation, and performance the issuance, sale and delivery of its obligations hereunderthe Series A Preferred Shares and the Reserved Shares by the Corporation, do will not (a) materially violate any provision of law, statute, rule or regulation, or any ruling, writ, injunction, order, judgment or decree of, require any authorization, consent, approval, exemption or other action by or notice of declaration to, or filing with, any court, administrative agency or other governmental body applicable to the Corporation or any subsidiary of the Corporation, or (b) conflict with or result in any material breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, or constitute (dwith due notice or lapse of time, or both) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, default (or give rise to any material obligation right of termination, cancellation or acceleration) under, the Articles of Incorporation of the Company and/or Corporation and the Amended Certificate of Designation, or Bylaws, or under any note, indenture, mortgage, lease, purchase or sales order or other contract, agreement or instrument to which the Corporation or any subsidiary of the Corporation is a party or by which it or any of its Subsidiaries under property is bound or result in the loss of any material Intellectual Property Rights affected, or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (ec) result in the creation of any material Lienlien, security interest, charge or encumbrance upon any of the shares properties or assets of capital stock the Corporation or any material assets or properties subsidiary of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction Corporation. None of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by or material notice Subsidiaries are subject to any Governmental Entity restrictions upon making loans or other third partyadvances or paying dividends to, in each casetransferring property to, except as has been obtained or as contemplated to be obtained by repaying any Indebtedness owed to, the Company Corporation or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries is subjectanother subsidiary.

Authorization; No Breach. Assuming receipt of and subject to the consents set forth on Section 5D of the Company Disclosure Letter and the HSR Approval, except as set forth on Section 5D of the Company Disclosure Letter, the The execution and delivery of this Agreement and all of the Transaction Documents to which Buyer is a party and the performance by the Company, and performance Buyer of its obligations hereunderhereunder and thereunder, have been duly authorized by Buyer. This Agreement and the Transaction Documents to which Buyer is or may become a party (upon execution and delivery thereof by each party thereto) each constitute, or will constitute as of the Closing, a valid and binding obligation of Buyer, enforceable in accordance with its terms, except as such enforceability may be limited by: (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws in effect that limit creditors’ rights generally; (b) equitable limitations on the availability of specific remedies; and (c) principles of equity. The execution and delivery by Buyer of this Agreement and all of the Transaction Documents, and the fulfillment of, and compliance with, the respective terms hereof and thereof by Buyer, do not (a) materially violate and will not conflict with, or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under or violation of (or constitute any event whichwould, with or without due the giving of notice or lapse the passage of time, or both, would constitute become a material violation of or material default under), (c) except as would not materially impair or, require any Permit by or restrict the business of the Company and its Subsidiarieswith any Person, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect give to any other action Person any right of termination, amendment, acceleration, suspension, revocation or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms cancellation of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material LienLien pursuant to, upon any of the shares of capital stock or any material assets would result in or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorizationpayment or prepayment or new obligation under: (i) its certificate of formation, consent, approval, exemption limited liability company agreement or other material action organizational document; (ii) any law, statute, rule, regulation, Permit, order, judgment, ruling, writ or decree to which Buyer is subject or by or material notice to any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company which it or any of its Subsidiaries in this Agreement respective properties, rights or assets may be bound; or (including HSR Approval and the other consents and approvalsiii) any contract, if anyagreement, contemplated arrangement or instrument to which Buyer is subject or by Section 2A(i)), under (I) the Organizational Documents of the Company which it or any of its Subsidiariesrespective properties, (II) any Company Material Contract rights or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries is subjectassets may be bound.

Authorization; No Breach. Assuming receipt of The execution, delivery and subject to the consents set forth on Section 5D of the Company Disclosure Letter and the HSR Approval, except as set forth on Section 5D of the Company Disclosure Letter, the execution and delivery performance of this Agreement and the Related Agreements to be executed and delivered by Seller and the Companyconsummation of the Transaction have been duly and validly authorized by all requisite corporate action on the part of Seller, and no other corporate proceedings on the part of Seller are necessary to authorize the execution, delivery or performance of this Agreement or the Related Agreements. This Agreement and the Related Agreements to be executed and delivered by Seller constitute valid and binding obligations of Seller, enforceable in accordance with their respective terms, subject to (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies. Except as disclosed, as required herein, on the attached Restrictions Schedule, the execution, delivery and performance of its obligations hereunder, do this Agreement and the Related Agreements to be executed and delivered by Seller and the consummation of the Transaction does not and shall not (ai) materially violate conflict with or result in any material breach of any of the provisions of, (bii) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (ciii) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions a violation of, (div) except as would not materially impair give any third party the right to terminate or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to accelerate any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofunder, (ev) result in the creation of any material Lien, Lien upon any of the shares of capital stock Purchased Assets or any material assets or properties of the Company or its SubsidiariesSeller’s Table Games Intellectual Property, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to or filing with any Governmental Entity court or other third partygovernmental or regulatory body or authority, in each caseunder the provisions of Seller’s certificate of incorporation or bylaws or any indenture, mortgage, lease, loan agreement, license, contract, understanding, commitment or other agreement or instrument to which Seller is bound or affected, or any Law to which Seller is subject. Without limiting the generality of the foregoing, except for this Agreement, and as has been obtained may be provided in any of the Related Agreements, there are no binding agreements, options, commitments or as contemplated rights entered into or granted by Seller with, of or to be obtained by the Company any Person to purchase or otherwise acquire Seller’s Table Games Business or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) Purchased Assets or the Organizational Documents of the Company Licensed Patents or any interests therein. Further, specifically, without limitation, no approval of its Subsidiariesthis Agreement, (II) any Company Material Contract Related Agreement, or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries this Transaction is subjectrequired by PGIC’s shareholders.

Authorization; No Breach. Assuming receipt Pro-Fac's execution, delivery and performance of this Agreement, the Amended and Restated Marketing and Facilitation Agreement and all other agreements and instruments contemplated hereby to which it is a party and the consummation of the Reorganization Transactions have been duly approved and authorized (i) subject to the consents set forth on Section 5D approval of its members, by Pro-Fac, and (ii) by the Company Disclosure Letter Pro-Fac Board. This Agreement, the Amended and Restated Marketing and Facilitation Agreement and all other agreements or instruments contemplated hereby to which Pro-Fac is a party or by which Pro-Fac is bound, when executed and delivered by Pro-Fac in accordance with the HSR Approvalterms hereof or thereof, shall each constitute a valid and binding obligation of Pro-Fac, enforceable in accordance with its respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors rights generally or by general principles of equity. Except as set forth on Section 5D of the Company Disclosure LetterSchedule 3.2 attached hereto, the execution execution, delivery and delivery performance by Pro-Fac of this Agreement and all other agreements contemplated hereby to which it is a party, the fulfillment of and compliance with the respective terms hereof and thereof by the CompanyPro-Fac, and performance the consummation of its obligations hereunder, the Reorganization Transactions do not and shall not (ai) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair constitute a default under (whether with or restrict without the business passage of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inactiontime, the payment by the Company and/or any giving of its Subsidiaries of any severance, change-of-control notice or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofboth), (eiii) result in the creation of any material LienLien upon the Purchase Units, upon the Warrants or the Pro-Fac Common Units pursuant to, (iv) give any of third party the shares of capital stock right to modify, terminate or accelerate any material assets or properties of the Company or its Subsidiariesobligation under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to or declaration to, or filing with, any Governmental third party or Government Entity or other third partypursuant to, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (IA) the Organizational Documents certificate of the Company incorporation or bylaws of Pro-Fac or any of its Subsidiaries, (IIB) any Company Material Contract or Lease or (III) any Applicable Law to which the Company Pro-Fac is subject, or any of its Subsidiaries order, judgment or decree, or (C) any material agreement or instrument to which Pro-Fac is subject, except in the case of subclause (B) and (C) above, for any conflict, breach, default, creation, modification, termination, acceleration, violation or requirement that would not be material in any respect.

Authorization; No Breach. Assuming receipt of The execution, delivery and subject to performance by the consents set forth on Section 5D of the Company Disclosure Letter and the HSR Approval, except as set forth on Section 5D of the Company Disclosure Letter, the execution and delivery Purchaser of this Agreement and the consummation of the transactions contemplated hereby are within the Purchaser's powers and have been duly authorized by all necessary action on the part of the Purchaser. This Agreement has been duly and validly executed by the CompanyPurchaser and constitutes a legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with this Agreement's terms. Subject to the receipt of funds specified in the Financing Letters, the execution, delivery and performance by the Purchaser of its obligations hereunderthis Agreement and the consummation of the transactions contemplated hereby and thereby, do not and will not, (ai) materially conflict with, violate or result in any material a default under or breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, upon any of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (fii) require any material authorization, permit, filing, consent, approval, exemption or other material action by or material notice or declaration to, or filing with, any court or administrative or governmental body or agency of any jurisdiction pursuant to, (x) the Purchaser's Amended and Restated Certificate of Incorporation or By-laws or (y) any law, statute, rule, regulation, order, judgment or decree to which the Purchaser, any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company of its Subsidiaries or any of its directors or executive officers is subject; except for any filings that may be required under applicable securities laws or stock exchange rules and regulations. The Purchaser has a good faith belief that, prior to July 31, 2003, it shall have obtained any and all consents (including, without limitation, those consents required to be obtained pursuant to Section 7.02(c) hereto) necessary under any material agreement or material instrument to which the Purchaser, any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiariesdirectors or executive officers is a party or subject, (II) any Company Material Contract or Lease or (III) any Applicable Law to which for the Company or any performance by the Purchaser of its Subsidiaries is subjectthis Agreement and the consummation of the transactions contemplated hereby.

Authorization; No Breach. Assuming receipt The execution, delivery and performance of this Agreement, the Management Agreements, the Shareholders Agreement, the Professional Services Agreement, the Recapitalization Agreement and subject all other agreements contemplated hereby to which the consents set forth on Section 5D Company is a party have been duly authorized by the Company. This Agreement, the Management Agreements, the Shareholders Agreement, the Professional Services Agreement, the Recapitalization Agreement and all other agreements contemplated hereby each constitutes a valid and binding obligation of the Company Disclosure Letter and the HSR ApprovalCompany, except as set forth on Section 5D of the Company Disclosure Letter, the enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement, the Management Agreements, the Shareholders Agreement, the Professional Services Agreement, the Recapitalization Agreement and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Stock hereunder and pursuant to Section 1.2(a), the Amended and Restated Certificate of Incorporation and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, and performance of its obligations hereunder, Company do not and will not (ai) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as constitute a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofdefault under, (eiii) result in the creation of any material Lienlien, security interest, charge or encumbrance upon any of the shares of Company's capital stock or assets pursuant to, (iv) give any material assets third party the right to modify, terminate or properties of the Company or its Subsidiariesaccelerate any obligation under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity court or other third partyadministrative or governmental body pursuant to, in each casethe Certificate of Incorporation or bylaws of the Company, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvalslaw, if anystatute, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company rule or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law regulation to which the Company is subject, or any of its Subsidiaries agreement, instrument, order, judgment or decree to which the Company is subjecta party or by which it is bound.

Authorization; No Breach. Assuming receipt of >>This Agreement has been duly executed and subject to the consents set forth on Section 5D delivered by each of the Company Disclosure Letter Sellers, and constitutes a valid and binding obligation of the Sellers, enforceable in accordance with its terms, except as limited by the application of bankruptcy, moratorium and other laws affecting creditors' rights generally and as limited by the availability of specific performance and the HSR Approval, except application of equitable principles. Except as set forth on Section 5D SECTION 4D of the Company Seller Disclosure Letter, assuming receipt of the HSR Approval, the execution and delivery of this Agreement by the CompanySellers do not, and performance the consummation of its obligations hereunderthe transactions contemplated hereby will not, do not (ai) materially violate or result in any material breach of any of the provisions of, (bii) violate conflict with or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (ciii) except as would not materially impair or restrict give any third party the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions ofright to terminate under, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (eiv) result in the creation of any material Lien, Lien upon any of the shares Target Companies Equity Interests or result in the creation of capital stock or any material Lien (other than Permitted Encumbrances) upon any assets or properties of the Company or its SubsidiariesTarget Companies under, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (fv) except as has been obtained or as contemplated in this Agreement, require any material authorization, consent, approval, exemption or other material action by or material notice to any court, other Governmental Entity Authority or (in respect of Material Contracts or Material Lease Agreements) any other third partyPerson party thereto under (a) the provisions of the Certificate of Formation or Limited Liability Company Agreement of any of the Target Companies, in each case(b) the provisions of the Certificate of Incorporation or Bylaws of BL&T, except as has been obtained (c) the provisions of the Certificate of Formation or as contemplated Limited Liability Company Agreement of BC, (d) any judgment, order or decree to be obtained by the Company which either Seller or any of its Subsidiaries in this Agreement the Target Companies is subject, (including HSR Approval and the other consents and approvalse) any law, if anystatute, contemplated by Section 2A(i))rule or regulation, under (I) the Organizational Documents of the Company to which either Seller or any of its Subsidiariesthe Target Companies is subject, or (IIf) any Company Material Contract or Material Lease or (III) any Applicable Law Agreement to which the Company or any of its Subsidiaries the Target Companies is subject, except in the cases of clauses (d), (e) and (f) foregoing, as would not materially impair the ability of the Sellers to consummate the transactions contemplated hereby or as do not have a material adverse effect on the Timberlands Business, taken as a whole.

Authorization; No Breach. (a) The execution, delivery and performance of this Agreement by each of Buyer and Merger Sub and the consummation of the Transactions have been duly and validly authorized by all requisite corporate action by Buyer and Merger Sub, and no other corporate proceedings on the part of each of Buyer or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement by Buyer or Merger Sub. This Agreement has been, and the other Transaction Documents to which they are or will be a party have been or will be, duly and validly executed and delivered by each of Buyer and Merger Sub, and, assuming that this Agreement and each other Transaction Document to which it is a party is a valid and binding obligation of the Company or the other parties thereto, this Agreement and each such other Transaction Document constitutes a valid and binding obligation of each of Buyer and Merger Sub, enforceable against Buyer and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights or to general principles of equity. (b) Assuming receipt of and subject to the consents set forth on Section 5D of the Company Disclosure Letter and the HSR Approval, except as set forth on Section 5D neither Buyer nor Merger Sub is subject to or obligated under its respective certificate of the Company Disclosure Letterincorporation or bylaws (or equivalent organizational documents), the execution any applicable Law, or any material agreement or instrument, or any material license, franchise or permit, or subject to any Order, that will be breached or violated in any material respect by Buyer’s or Merger Sub’s execution, delivery and delivery performance of this Agreement by the Companyand other Transaction Documents to which it is or will be a party, and performance of its obligations hereunder, do not (a) materially violate or result in any material breach of any the consummation of the provisions ofTransactions, (b) violate except for any such breaches or constitute a material default under (violations that would not, individually or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination aggregate, reasonably be expected to prevent or materially delay the ability of Buyer or accelerate Merger Sub to consummate the performance required by any of the terms, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, upon any of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries is subjectTransactions.

Authorization; No Breach. Assuming receipt of and subject to the consents set forth on Section 5D of the Company Disclosure Letter and the HSR Approval, except as set forth on Section 5D of the Company Disclosure Letter, the The execution and delivery of this Agreement and all Transaction Documents, the performance by the Company of its obligations hereunder and thereunder, and the filing of the Certificate of Designation, have been duly authorized by the Company, the Company's Board of Directors, and performance the Company's Stockholders. The Board of Directors of the Company has unanimously approved and declared advisable this Agreement, all Transactions Documents, and the transactions contemplated hereby and thereby. This Agreement, the Certificate of Designation, and all Transaction Documents (upon execution and delivery thereof by each party thereto) each constitutes or will constitute as of the Closing a valid and binding obligation of the Company, enforceable in accordance with its obligations terms. The execution and delivery by the Company of this Agreement and all Transaction Documents, the offer, sale, and issuance of the Preferred Stock hereunder, and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not (a) materially violate conflict with, or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of timeunder, or bothrequire any permit, would constitute a material violation of consent, approval, or material default under)authorization by or with any Person, (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect give to any other action Person any right of termination, amendment, acceleration, suspension, revocation, or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms cancellation of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material LienLien pursuant to: (i) the Certificate of Incorporation or Bylaws; (ii) any law, upon any of the shares of capital stock statute, rule, regulation, license, permit, order, judgment, injunction, ruling, writ, or any material assets or properties of decree to which the Company is subject or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company which it or any of its Subsidiaries in this Agreement properties, rights, or assets may be bound; or (including HSR Approval and the other consents and approvalsiii) except as would not have a Material Adverse Effect or set forth on Schedule 5.2, if anyany contact, contemplated by Section 2A(i))agreement, under (I) the Organizational Documents of arrangement, or instrument to which the Company is subject or by which it or any of its Subsidiariesproperties, (II) any Company Material Contract rights, or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries is subjectassets may be bound.

Authorization; No Breach. Assuming receipt (a) The Company has full power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement to be executed by the Company in connection with the transactions contemplated by this Agreement (the “Company Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and subject to the consents set forth on Section 5D each of the Company Disclosure Letter Documents by the Company and the HSR Approvalconsummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite action, except as set forth and no other proceedings on Section 5D its part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been, and each of the Company Disclosure LetterDocuments will be at or prior to the Closing, the execution duly and delivery of this Agreement validly authorized, executed and delivered by the Company, and assuming that this Agreement and each of the Company Documents is a valid and binding obligation of the other parties hereto and thereto, this Agreement constitutes, and each of the Company Documents when so executed and delivered will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights or to general principles of equity. (b) Except for the requirements of the HSR Act, Competition Act Approval and any Other Antitrust Regulations as set forth on the Governmental Consents Schedule and as set forth on the Authorization Schedule, the execution, delivery and performance of its obligations hereunderthis Agreement and each of the Company Documents by the Company and the consummation of the transactions contemplated hereby and thereby, or compliance by the Company with any of the provisions hereof or thereof, do not (a) materially violate or and will not conflict with, result in any material breach of any of the provisions of, (b) violate or require any notice under, constitute a material default under (or constitute any event which, with or without due notice or lapse of time, time or both), would constitute result in a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closingof, result in the termination creation of any Lien upon any material properties or accelerate assets of the performance required by Company or any of the termsCompany’s Subsidiaries under, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect give rise to any other action right of termination, cancellation or inaction, the payment by the Company and/or any of its Subsidiaries acceleration of any severance, change-of-control material obligation or similar payments under any express terms ofloss of a material benefit under, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, upon any of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its the Company’s Subsidiaries to make any material payment under, any provision of (i) the Company’s or any of the Company’s Subsidiaries’ articles of incorporation, by-laws or other organizational documents, (ii) any contract required to be set forth on the Contracts Schedule, (iii) any outstanding judgment, order or decree applicable to the Company or any of the Company’s Subsidiaries or any of the material properties or assets of the Company or any of the Company’s Subsidiaries, or (IIiv) any Company Material Contract or Lease or (III) any Applicable applicable Law to which the Company or any of its the Company’s Subsidiaries is subject.

Authorization; No Breach. Assuming receipt The execution, delivery and ------------------------ performance of this Agreement, the Stockholders Agreement, the Registration Agreement, the Vesting Agreements, the Executive Stock Agreements, and subject all other agreements contemplated hereby to which the consents set forth on Section 5D Company is a party, the filing of the Company Disclosure Letter amendment of the Company's Certificate of Incorporation referred to in paragraph 2B above, and the HSR Approval, except as set forth on Section 5D amendment of the Company Disclosure LetterCompany's Bylaws referred to in paragraph 2C above have been duly authorized by the Company. This Agreement, the Stockholders Agreement, the Executive Stock Agreements, the Vesting Agreements, the Registration Agreement, the Certificate of Incorporation, and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement, the Stockholders Agreement, the Executive Stock Agreements, the Vesting Agreements, the Registration Agreement and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Class A Common hereunder and the Class B Common and Class C Common under the Executive Stock Agreements, the filing of the amendments to the Certificate of Incorporation referred to above and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, and performance of its obligations hereunder, do not and shall not (ai) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as constitute a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofdefault under, (eiii) result in the creation of any material Lienlien, security interest, charge or encumbrance upon the Company's or any of the shares of Subsidiary's capital stock or assets pursuant to, (iv) give any material assets third party the right to modify, terminate or properties of the Company or its Subsidiariesaccelerate any obligation under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to any Governmental Entity the charter or other third partyBylaws of the Company, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvalslaw, if anystatute, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company rule or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law regulation to which the Company or any of its Subsidiaries Subsidiary is subject, or any agreement, instrument, order, judgment or decree to which the Company is subject.

Authorization; No Breach. Assuming receipt of This Agreement has been duly executed and subject to delivered by the consents set forth on Section 5D Company, and constitutes a valid and binding obligation of the Company Disclosure Letter Company, enforceable in accordance with its terms, except as limited by the application of bankruptcy, moratorium and other laws affecting creditors’ rights generally and as limited by the availability of specific performance and the HSR Approval, except application of equitable principles. Except as set forth on Section 5D 4D of the Company Disclosure Letter, assuming receipt of HSR Approval, the execution and delivery of this Agreement by the Company, and performance of its obligations hereunder, Company do not (ai) materially violate or result in any material breach of any of the provisions of, (bii) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (ciii) except as would not materially impair or restrict give any third party the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of right to terminate or accelerate the performance required by any of the terms, conditions or provisions ofmaterial right under, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (eiv) result in the creation of any material Lien, Lien upon any of the shares of capital stock equity interests or any material assets or properties of the Company or its SubsidiariesSubsidiaries under, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (fv) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity court or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), governmental body under (Ia) the Organizational Documents provisions of the Certificate of Formation or Limited Liability Company or any Agreement of its Subsidiariesthe Company, (IIb) any Company Material Contract or Lease or Lease, (IIIc) any Applicable Law judgment, order or decree to which the Company or any of its Subsidiaries is subject, or (d) any law, statute, rule or regulation, to which the Company or its Subsidiaries is subject, except in the cases of clause (b) foregoing, as would not result in a Company Material Adverse Effect. Immediately prior to the Closing, without giving effect to the transactions contemplated hereby, (x) no Default or Event of Default (as defined in the Indenture and the Holdco Notes Indenture, respectively) shall have occurred and be continuing (including as a result of the transactions contemplated by Section 3J(i)), and (y) each of the Company and the Seller shall be entitled to incur $1 of additional Indebtedness (as defined in the Indenture and the Holdco Notes Indenture, respectively) (other than Permitted Indebtedness (as defined in the Indenture and the Holdco Notes Indenture, respectively)) for purposes of the Coverage Ratio Exception (as defined in the Indenture) and the Company Coverage Ratio Exception (as defined in the Holdco Notes Indenture) under the Indenture and the Holdco Notes Indenture, as applicable; provided that no representation or warranty shall be deemed made pursuant to this clause (y) with respect to the Holdco Notes Indenture to the extent compliance with Section 4.11 and Section 5.01(c) of the Holdco Notes Indenture is waived in accordance with the Holdco Notes Indenture prior to Closing, whether as part of the Debt Tender, the Consent Solicitation or otherwise. Notwithstanding anything to the contrary contained herein, the parties agree that no representation or warranty is being made by the Company pursuant to this Section 4D or elsewhere in this Agreement with regard to any default under the Indenture or the Holdco Notes Indenture as a result of the amount of debt financing (including preferred equity that is treated as debt for accounting purposes) arranged by Buyer or any of its Affiliates for the Buyer, the Company and their respective Subsidiaries with respect to periods from and after the Closing or the merger of any Subsidiary of Buyer with and into the Company after the Closing.

Authorization; No Breach. (i) 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 approved and authorized the execution and delivery of this Agreement and approved the consummation of the transactions contemplated hereby. Assuming receipt valid execution and delivery of this Agreement by each of OMX and subject FPH and assuming that the Closing Date does not occur prior to the consents set forth date called for by Section 1(b), no other limited liability company proceedings on Section 5D the part of the Company Disclosure Letter are necessary to authorize the transactions contemplated by this Agreement and in particular no vote, consent or approval of any unitholder(s) or creditor(s) of the HSR ApprovalCompany (other than the vote, consent and approval of OMX and FPH provided by this Agreement) is required for execution, delivery or performance of this Agreement by the Company, whether arising under law, rule, regulation, contract or otherwise. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as set forth on Section 5D may be limited by the application of the Company Disclosure Letterbankruptcy, moratorium and other laws affecting creditors’ rights generally, the availability of specific performance and the application of equitable principles generally. (ii) The execution and delivery of this Agreement by the CompanyCompany do not, and and, assuming that the Closing Date does not occur prior to the date called for by Section 1(b), the performance by the Company of its obligations hereunderunder this Agreement will not, do not (a) materially violate or result in any material breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict give any third party the business of the Company and its Subsidiariesright to terminate, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lienlien, security interest, charge or encumbrance upon any of the shares of capital stock equity interests in or any material assets or properties of the Company pursuant to the provisions of or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by by, or material notice to to, any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i))Entity, under (I) the provisions of the Organizational Documents of the Company, any contract, agreement, indenture or other instrument of the Company or any of its Subsidiaries, (II) any Company Material Contract judgment, order or Lease or (III) any Applicable Law decree to which the Company is subject, or any of its Subsidiaries law, statute, rule or regulation to which the Company is subject.

Authorization; No Breach. Assuming receipt of The execution, delivery and subject to the consents set forth on Section 5D performance of the Documents and all other agreements contemplated hereby to which the Company Disclosure Letter is a party and the HSR Approvalfiling of the Certificate of Designation have been duly authorized by the Company. The Documents and the Certificate of Designation and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms (except as limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights). Except as set forth on Section 5D of the Company Disclosure Letter, attached "Restrictions Schedule," the execution and delivery by the Company of this Agreement the Documents and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Purchased Preferred, the issuance of the Common Stock upon conversion of the Preferred Stock, the issuance of Warrants pursuant to the Warrant Agreements and the Purchase Agreement, the issuance of the Warrant Shares upon exercise of Warrants, the filing of the Certificate of Designation and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, and performance of its obligations hereunder, do not and shall not (ai) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as constitute a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofdefault under, (eiii) result in the creation of any material Lienlien, security interest, charge or encumbrance upon the Company's or any of the shares of Subsidiary's capital stock or assets pursuant to, (iv) give any material assets third party the right to modify, terminate or properties of the Company or its Subsidiariesaccelerate any obligation under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to or declaration to, or filing with, any Governmental Entity court or other third partyadministrative or governmental body or agency pursuant to, in each case, except as has been obtained the Certificates of Designation or as contemplated to be obtained by the Company charter or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents bylaws of the Company or any of its SubsidiariesSubsidiary, (II) or any Company Material Contract law, statute, rule or Lease or (III) any Applicable Law regulation to which the Company or any of its Subsidiaries Subsidiary is subject, or any agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject. Except as set forth on the Restrictions Schedule, none of the Subsidiaries are subject to any restrictions upon making loans or advances or paying dividends to, transferring property to, or repaying any Debt owed to, the Company or another Subsidiary.

Authorization; No Breach. Assuming receipt (i) All corporate acts and other corporate proceedings required to be taken by Buyer to authorize the execution, delivery and performance of this Agreement, the Escrow Agreement and subject the other agreements, documents and instruments contemplated hereby to be executed and delivered by Buyer at Closing and the consents set forth on Section 5D consummation of the Company Disclosure Letter transactions contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer, and each of the Escrow Agreement and the HSR Approvalother agreements, documents and instruments contemplated hereby to be executed and delivered by Buyer at Closing, when so executed and delivered, shall have been duly executed and delivered by Buyer, and this Agreement constitutes, and each of the Escrow Agreement and the other agreements, documents and instruments contemplated hereby to be executed and delivered by Buyer at Closing, when so executed and delivered shall constitute, a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforcement may be limited by the application of bankruptcy, moratorium and other laws affecting creditors’ rights generally and as such enforcement may be limited by the availability of specific performance and the application of equitable principles. (ii) Except as set forth on in Section 5D 6B of the Company Buyer Disclosure Letter, the execution and delivery by Buyer of this Agreement by the Companydoes not, and performance the consummation by Buyer of its obligations hereunderthe transactions contemplated hereby will not, do not (aA) materially violate or result in any material a breach of any of the provisions of, (bB) violate or constitute a material default under (or constitute any an event which, with or without due notice or lapse of time, time or both, would constitute a material violation of or material default default) under), (cC) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions a violation of, (dD) except as would not materially impair give any third party the right to terminate or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to accelerate any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms ofobligation under, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, upon any of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (fE) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third party, in each caseunder any provision of the certificate of incorporation or bylaws or other organizational or governing documents of Buyer, except as has been obtained or as contemplated to be obtained by the Company or any of indenture, mortgage, loan agreement or lease or any other material agreement or instrument to which Buyer is a party or by which Buyer or its Subsidiaries assets are bound, or any judgment, order or decree applicable to Buyer or its assets or any Legal Requirement applicable to Buyer or its assets, other than any such breaches, defaults, violations or rights that, individually or in this Agreement (including HSR Approval the aggregate, would not have a Buyer Material Adverse Effect and the other consents and than any such authorizations, consents, approvals, if anyexemptions or other actions required under the HSR Act or the failure of which to obtain would not, contemplated by Section 2A(i))individually or in the aggregate, under (I) the Organizational Documents of the Company have or any of its Subsidiaries, (II) any Company reasonably be expected to have a Buyer Material Contract or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries is subjectAdverse Effect.

Authorization; No Breach. Assuming receipt (i) All limited liability company or limited partnership, as and if applicable, acts and other limited liability company or limited partnership, as and if applicable, proceedings required to be taken by such Seller to authorize the execution, delivery and performance of this Agreement and subject the other agreements, documents and instruments contemplated hereby to be executed and delivered by such Seller at Closing and the consents set forth on Section 5D consummation of the Company Disclosure Letter transactions contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly executed and delivered by such Seller, and each of the other agreements, documents and instruments contemplated hereby to be executed and delivered by such Seller at Closing, when so executed and delivered, shall have been duly executed and delivered by such Seller, and this Agreement constitutes, and each of the other agreements, documents and instruments contemplated hereby to be executed and delivered by such Seller at Closing, when so executed and delivered shall constitute, a valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as such enforcement may be limited by the application of bankruptcy, moratorium and other Legal Requirements affecting creditors’ rights generally and as such enforcement may be limited by the availability of specific performance and the HSR Approval, except application of equitable principles. (ii) Except as set forth on Section 5D 4B(ii) of the Company Seller Disclosure Letter, the execution and delivery by such Seller of this Agreement by the Companydoes not, and performance the consummation by such Seller of its obligations hereunderthe transactions contemplated hereby will not, do not (aA) materially violate or result in any material a breach of any of the provisions of, (bB) violate or constitute a material default under (or constitute any an event which, with or without due notice or lapse of time, time or both, would constitute a material default), (C) result in a violation of or material default under)conflict with, (cD) except as would not materially impair give any third party the right to terminate or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of to accelerate any obligation or accelerate the performance required by receive any of the terms, conditions or provisions ofpayment under, (dE) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofright under, (e) result in the creation of any material Lien, upon any of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (fF) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third party under (X) any provision of the certificate of formation, limited liability company agreement, limited partnership agreement or similar organizational or operational document, as and if applicable, of such Seller, (Y) any note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment or loan to which such Seller is a party, or (Z) any judgment, order or decree applicable to such Seller or any Legal Requirement applicable to such Seller, other than any such breaches, defaults, violations, rights or requirements that, individually or in each casethe aggregate, except as has been obtained or as contemplated would not in the case of clause (Y) have a material adverse effect the ability of such Seller to be obtained by the Company or perform any of its Subsidiaries in obligations under this Agreement (including HSR Approval or to consummate the transactions contemplated by this Agreement; and the other consents and than any such authorizations, consents, approvals, if any, contemplated by Section 2A(i)), exemptions or other actions required under (I) the Organizational Documents of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries is subjectHSR Act.

Authorization; No Breach. Assuming receipt (a) The Company has full corporate power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement to be executed by the Company in connection with the transactions contemplated by this Agreement (the "Company Documents"), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and subject to the consents set forth on Section 5D each of the Company Disclosure Letter Documents by the Company and the HSR Approvalconsummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite corporate action, except as set forth and no other corporate proceedings on Section 5D its part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been, and each of the Company Disclosure LetterDocuments will be at or prior to the Closing, the execution duly and delivery of this Agreement validly authorized, executed and delivered by the Company, and assuming that this Agreement and each of the Company Documents is a valid and binding obligation of the other parties hereto and thereto, this Agreement constitutes, and each of the Company Documents when so executed and delivered will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors' rights or to general principles of equity. (b) Except as set forth on the Authorization Schedule, the execution, delivery and performance of this Agreement and each of the Company Documents by the Company and the consummation of the transactions contemplated hereby and thereby, or compliance by the Company or its obligations hereunderSubsidiaries with any of the provisions hereof or thereof, do not (a) materially violate or and will not conflict with, result in any material breach of any of the provisions of, (b) violate require any consent or notice under, constitute a material default under (or constitute any event which, with or without due notice or lapse of time, time or both), would constitute result in a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, Lien upon any material properties or assets of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement under, give rise to any right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or give rise to any obligation of the Company or any of its Subsidiaries to make any material payment under, any provision of (i) the Company's or any of its Subsidiaries' certificate of incorporation or formation, bylaws, limited liability company agreement or other organizational documents, (ii) any material contract to which the Company or any of its Subsidiaries is a party or bound (including HSR Approval and any contract required to be set forth on the other consents and approvals, if any, contemplated by Section 2A(i)Contracts Schedule), under (Iiii) any outstanding judgment, order or decree applicable to the Organizational Documents Company or any of its Subsidiaries or any of the material properties or assets of the Company or any of its Subsidiaries, (IIiv) any Company Material Contract or Lease or (III) any Applicable applicable Law to which the Company Company, any of its Subsidiaries, or any of its Subsidiaries is their respective properties or assets are subject, or (v) any material Permit.

Authorization; No Breach. Assuming receipt All corporate action on the part of ------------------------ the Company, its officers, directors and subject to stockholders necessary for the consents set forth on Section 5D authorization, execution, delivery and performance of this Agreement, the Company Disclosure Letter Registration Agreement, the Stockholders' Agreement and the HSR Approval, except as set forth on Section 5D of the Company Disclosure Letter, the execution and delivery of this Letter Agreement by the Company, the authorization, sale, issuance (or reservation for issuance) and delivery of the Preferred Stock and the Underlying Common Stock and the performance of all of the Company's obligations hereunder and under the Registration Agreement, the Stockholders' Agreement and the Letter Agreement have been taken. The execution, delivery and performance of this Agreement, the Registration Agreement and all other agreements contemplated hereby to which the Company is a party, the filing of the amendment of the Certificate of Incorporation have been duly authorized by the Company. This Agreement, the Registration Agreement, the Certificate of Incorporation and all other agreements contemplated hereby each constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except (i) as such enforceability may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, and (ii) as such obligations are subject to general principles of equity. The execution and delivery by the Company of this Agreement, the Registration Agreement, the Subscription Agreements, and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Preferred Stock hereunder, the issuance of the Common Stock upon conversion of the Preferred Stock, the amendment of the Certificate of Incorporation and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not (a) materially violate or result in any material breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event whichand shall not, with or without due notice or lapse the passage of time, or both, would constitute a material violation time and giving of or material default under)notice, (ci) except as would not materially impair conflict with or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any a breach of the terms, conditions or provisions of, (dii) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as constitute a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofdefault under, (eiii) result in the creation of any material Lienlien, security interest, charge or encumbrance upon the Company's or any of the shares of Subsidiary's capital stock or assets pursuant to, (iv) give any material assets third party the right to modify, terminate or properties of the Company or its Subsidiariesaccelerate any obligation under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity court or other third partyadministrative or governmental body pursuant to, in each casethe charter or bylaws of the Company, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvalslaw, if anystatute, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company rule or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law regulation to which the Company is subject, or any of its Subsidiaries material agreement, instrument, order, judgment or decree to which the Company is subjectsubject or permit, license or authorization applicable to the Company.

Authorization; No Breach. Assuming receipt (a) Each Seller possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. To the extent applicable, such Seller’s execution, delivery and performance of this Agreement and all other agreements and instruments contemplated hereby to which such Seller is a party have been duly authorized by such Seller. This Agreement and all other agreements or instruments contemplated hereby to which such Seller is a party or by which such Seller is bound, when executed and delivered by such Seller in accordance with the terms hereof, shall each constitute a valid and binding obligation of such Seller, enforceable in accordance with its terms, in each case subject to the consents set forth on Section 5D effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law). To the extent applicable, such Seller holds its interests in the Shares subject to a trust agreement that is valid, existing, and enforceable under the Laws of the Company Disclosure Letter jurisdiction in which it was created and by which it is governed, and that provides its trustees with all necessary power and authority to execute, deliver, and perform its obligations under this Agreement and the HSR Approvalother agreements contemplated hereby to which such Seller is a party. Each Person executing this Agreement and such other agreements contemplated hereby on behalf of any Seller which is a trust is a duly appointed, except qualified, and acting trustee thereof, with all requisite power and authority to execute, deliver, and perform all of obligations of such Sellers under this Agreement and such other agreements contemplated hereby. (b) Except as set forth on Section 5D of the Company Disclosure LetterSchedule 4.1(b), the execution execution, delivery and delivery performance by such Seller of this Agreement by the Companyand all other agreements contemplated hereby to which such Seller is a party, and performance the fulfillment of its obligations hereunderand compliance with the respective terms hereof and thereof by such Seller, do does not and shall not (ai) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair constitute a default under (whether with or restrict without the business passage of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inactiontime, the payment by the Company and/or any giving of its Subsidiaries of any severance, change-of-control notice or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofboth), (eiii) result in the creation of any material LienLien upon the Shares pursuant to, upon (iv) give any of third party the shares of capital stock right to modify, terminate or accelerate any material assets or properties of the Company or its Subsidiariesobligation under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approval, exemption or other material action by or notice or declaration to, or filing with any third party or Government Entity pursuant to, (A) the Governing Documents of such Seller, if applicable, (B) any Law to which such Seller is subject, or (C) any material notice agreement, instrument, order, judgment or decree to any Governmental Entity or which such Seller is subject, other third partythan, in each casecase with respect to clause (vi) above, except as has those which have been obtained or completed as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries is subjectdate hereof.

Authorization; No Breach. (a) The execution, delivery and performance of this Agreement by the Company and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company, and no other proceedings on the Company’s part are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the Transactions. This Agreement has been, and each other Transaction Document to which the Company is a party will be at the Closing, duly executed and delivered by the Company and, assuming this Agreement and each other Transaction Document to which it is a party is a valid and binding obligation of Buyer and/or the other parties thereto, constitutes, and at the Closing will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by the application of bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights or to general principles of equity. (b) Assuming receipt of and subject to the consents set forth on Section 5D of the Company Disclosure Letter Schedule 3.02(b) and the HSR Approval, and except as set forth on Section 5D Schedule 3.02(b), the execution, delivery and performance by the Company of this Agreement, the other Transaction Documents to which it is or will be a party and the consummation of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company, and performance of its obligations hereunderTransactions, do not and will not: (ai) materially conflict with, violate or result in any material a breach of any provision of the provisions ofcertificate of incorporation, (b) violate bylaws or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, upon any of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents equivalent organizational documents of the Company or any of its Subsidiaries; (ii) conflict with or violate any Law applicable to the Company or any of its Subsidiaries or by which any property, (II) any Company Material Contract right or Lease or (III) any Applicable Law to which asset of the Company or any of its Subsidiaries is subjectsubject or otherwise bound; or (iii) result in any breach of, constitute a default (with or without notice or lapse of time or both) under, result in a loss of benefit under, give rise to a right of payment under, create in any party thereto the right to amend, modify, abandon, accelerate, terminate or cancel any provision of (in each case, with or without notice or lapse of time or both), require any consent under, or result in the creation or imposition of any Lien (other than a Permitted Lien) on any property, right or asset of the Company or any of its Subsidiaries under, any Lease or any Contract required to be listed on Schedule 3.11, except, in the case of the foregoing clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that are not material to the Company and its Subsidiaries taken as a whole and which would not reasonably be expected to prevent the consummation of the Transactions.

Authorization; No Breach. (a) The execution, delivery and performance by Xxxxx and Parent of this Agreement and the other Transaction Documents to which it is or will be a party, and the consummation of the Transactions have been duly and validly authorized by all requisite corporate action by Buyer or Parent, as applicable, and no other corporate proceedings on the part of Buyer or Parent are necessary to authorize the execution, delivery or performance of this Agreement by Buyer or Parent, as applicable. This Agreement has been, and the other Transaction Documents to which Buyer and Parent is (or, when executed and delivered, will be) a party, duly and validly executed and delivered by Buyer or Parent, as applicable, and, assuming that this Agreement and each other Transaction Document to which it is a party is a valid and binding obligation of Sellers or the other parties thereto, this Agreement and each such Transaction Document constitutes (or when executed and delivered, will constitute) a valid and binding obligation of Buyer and Parent, as applicable, enforceable against Buyer or Parent, as applicable, in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming receipt of and subject to the HSR Approval and any approvals, consents set forth on Section 5D or expiration or termination of any waiting periods required under any other applicable Antitrust Laws, the execution, delivery and performance by Buyer and Parent of this Agreement, the other Transaction Documents to which it is or will be a party and the consummation of the Company Disclosure Letter and Transactions, do not: (i) conflict with or violate the HSR Approvalarticles of incorporation, except operating agreement, bylaws or equivalent organizational documents of Buyer or Parent, as set forth on Section 5D of applicable; (ii) assuming compliance by the Company Disclosure Letterwith Section 3.02(b) and by Sellers with Section 4.02(b), the execution and delivery conflict with or violate any Law applicable to Buyer or Parent, as applicable, or by which any property, right or asset of this Agreement by the Companysuch Buyer or Parent, and performance of its obligations hereunderas applicable is bound, do not or (aiii) materially violate or result in any material breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any an event whichthat, with or without due notice or lapse of time, time or both, would constitute become a material violation of or material default default) under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination a loss of or accelerate the performance required by any of the termsbenefit under, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to a right of payment under, create in any material obligation party thereto the right to amend, modify, abandon, accelerate, terminate or cancel any provision of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, upon any of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third party, in each case, except as has been obtained whether with notice or as contemplated to be obtained by the Company lapse of time or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)both), under (I) the Organizational Documents of the Company any material agreement or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law instrument to which Buyer or Parent, as applicable, is bound, except for any such breaches or violations that would not, individually or in the Company aggregate, reasonably be expected to prevent or any materially delay the ability of its Subsidiaries is subjectBuyer or Parent, as applicable, to consummate the Transactions.

Authorization; No Breach. Assuming receipt The execution, delivery and performance of this Agreement, the Registration Agreement, the Stockholders Agreement, the Investor Rights Agreement and all of the other agreements and instruments contemplated hereby to which the Company is a party, the offering, sale and issuance of the Preferred Stock, the repurchase of the Repurchased Shares pursuant hereto, the issuance of Common Stock upon the conversion of the Preferred Stock, the amendment and restatement of the Certificate of Incorporation and the amendment and restatement of the Bylaws have been duly authorized by the Company. This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, and the Certificate of Incorporation, when filed under the laws of the State of Delaware in accordance with the terms hereof, and all other agreements and instruments contemplated hereby to which the Company is a party, when executed and delivered by the Company in accordance with the terms hereof, shall each constitute a valid and binding obligation of the Company, enforceable in accordance with their respective terms (subject to general principles of equity which may limit the consents set forth enforceability of restrictions on Section 5D of the Company Disclosure Letter competition and/or solicitation such as non-compete and the HSR Approval, except non-solicitation agreements). Except as set forth on Section 5D of - 18 - the Company Disclosure Letterattached RESTRICTIONS SCHEDULE, the execution and delivery by the Company of this Agreement, the Registration Agreement, the Stockholders Agreement, the Investor Rights Agreement and all other agreements and instruments contemplated hereby to which the Company is a party, the issuance of the Preferred Stock, the repurchase of the Repurchased Shares pursuant hereto, the issuance of Common Stock upon the conversion of the Preferred Stock, the amendment and restatement of the Certificate of Incorporation, the amendment and restatement of the Bylaws and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, and performance of its obligations hereunder, Company do not and shall not (ai) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair constitute a default under (whether with or restrict without the business passage of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inactiontime, the payment by the Company and/or any giving of its Subsidiaries of any severance, change-of-control notice or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofboth), (eiii) result in the creation of any material Lien, Lien or Encumbrance upon any of the shares of Company's capital stock or assets pursuant to, (iv) give any material assets third party the right to modify, terminate or properties of the Company or its Subsidiariesaccelerate any obligation under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to or declaration to, or filing with, any third party or any Governmental Entity pursuant to, the Company's certificate of incorporation or other third partybylaws, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries is subject, or any Material Contract, in any material respect, or any order, judgment or decree to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Affiliates or the Sellers is a party to or bound by any written or oral agreement or understanding with respect to a Company Transaction other than this Agreement, and all of them have terminated all discussions with third parties (other than the Purchasers) regarding Company Transactions. 5E. FINANCIAL STATEMENTS. Attached hereto as the FINANCIAL STATEMENTS SCHEDULE are the following financial statements: (i) the audited consolidated balance sheet of the Company as of December 31, 2002, December 31, 2001 and December 31, 2000 and the related statements of income and cash flows (or the equivalent) for the fiscal years then ended; (ii) the audited consolidated balance sheet of the Company as of September 30, 2003 (the "LATEST AUDITED BALANCE SHEET") and the related statement of income and cash flows (or the equivalent) for the nine-month period then ended; and (iii) the unaudited consolidated balance sheet of the Company as of November 30, 2003 (the "LATEST BALANCE SHEET"), and the related statements of income and cash flows (or the equivalent) for the eleven-month period then ended. Each of the foregoing financial statements (including in all cases the notes thereto, if any) is accurate and complete, is consistent with the books and records of the Company (which, in turn, are accurate and complete), fairly presents the financial condition and operating results of the Company and its Subsidiaries and has been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, subject in the case of the unaudited financial statements to the absence of footnote disclosures and changes resulting from normal year-end adjustments for recurring accruals (none of which would, alone or in the aggregate, have a Material Adverse Effect).

Authorization; No Breach. Assuming receipt The execution, delivery and performance ------------------------ of this Agreement, the Registration Agreement, the Notes, the Pledge Agreement and subject all other agreements contemplated by this Agreement to which the consents set forth on Section 5D Company is a party and the filing of the amendment of the Certificate of Incorporation have been duly authorized by the Company. This Agreement, the Registration Agreement, the Pledge Agreement, the Notes, the Certificate of Incorporation and all other agreements contemplated by this Agreement each constitutes a valid and binding obligation of the Company, enforceable against the Company Disclosure Letter in accordance with its terms. The Pledge Agreement will create a valid and perfected first priority security interest in the HSR Approval, except Pledged Collateral (as defined therein). Except as set forth on Section 5D of the Company Disclosure Letter, attached "Restriction Schedule," the execution and delivery by the Company of this Agreement, the Registration Agreement, the Pledge Agreement, and all other agreements contemplated by this Agreement to which the Company is a party, the offering, sale and issuance of the Notes hereunder, the issuance of the Common Stock upon conversion of the Notes, the filing of the amendment of the Certificate of Incorporation and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, and performance of its obligations hereunder, do not and shall not (ai) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as constitute a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofdefault under, (eiii) result in the creation of any material Lienlien, security interest, charge or encumbrance upon the Company's or any of the shares of Subsidiary's capital stock or assets pursuant to, (iv) give any material assets or properties of third party the Company or its Subsidiariesright to accelerate any obligations under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity court or other third partyadministrative or governmental body pursuant to, in each case, except as has been obtained the Certificate of Incorporation or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents 19 bylaws of the Company or any of its SubsidiariesSubsidiary, (II) or any Company Material Contract law, statute, rule or Lease or (III) any Applicable Law regulation to which the Company or any Subsidiary is subject, or any material agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject. Except as set forth on the Restrictions Schedule, none of its the Subsidiaries is subjectsubject to any restrictions upon making loans or advances or paying dividends to, transferring property to, or repaying any Indebtedness owed to, the Company or another Subsidiary.

Authorization; No Breach. Assuming receipt This Agreement and the other agreements and instruments required hereby (the "Other Documents") have been, and upon execution thereof at the Closing the Transfer Documents will be, duly authorized, executed and delivered by Seller, and this Agreement and the Other Documents constitute and, upon execution thereof at the Closing, the Transfer Documents will, constitute valid and binding obligations of Seller, enforceable in accordance with their respective terms. The execution, delivery and subject to performance of this Agreement, the consents set forth on Section 5D Other Documents, and the Transfer Documents by Seller and the consummation of the Company Disclosure Letter transactions contemplated hereby and the HSR Approvalthereby do not and shall not, except as set forth on Section 5D of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company, and performance of its obligations hereunder, do not Consents Schedule: (ai) materially violate conflict with or result in any material breach of any of the provisions of, (bii) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (ciii) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions a violation of, (div) except as would not materially impair give any third party the right to terminate or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to accelerate any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofunder, (ev) result in the creation of any material Lien, Lien upon any of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) Purchased Assets or (fvi) require any material authorization, consent, approval, exemption exemption, licenses, declarations of filing or other material action by or material notice to or filing with any Governmental Entity court or other third partygovernmental body or regulatory authority, in each case, except as has been obtained under the provisions of either Seller's certificate of incorporation or as contemplated to be obtained by the Company bylaws or any of its Subsidiaries in this Agreement (including HSR Approval and indenture, mortgage, lease, loan agreement, contract, understanding, commitment, instrument or other agreement to which Seller is bound or which affects the other consents and approvalsPurchased Assets, if anyor any law, contemplated by Section 2A(i))statute, under (I) rule or regulation to which Seller or the Organizational Documents Purchased Assets are subject. Without limiting the generality of the Company foregoing, there are no agreements, options, commitments or rights for any Person (other than Buyer) to purchase or otherwise acquire any of the Purchased Assets or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries is subjectinterests therein.

Authorization; No Breach. Assuming receipt The execution, delivery and performance of each of the Transaction Documents and subject all other agreements and instruments contemplated hereby to which the consents set forth on Section 5D Company is a party have been duly authorized by the Company. Each of the Transaction Documents and all other agreements and instruments contemplated hereby to which the Company is a party each constitutes a valid and binding obligation of the Company Disclosure Letter and the HSR Approvalenforceable in accordance with its terms, except as set forth on Section 5D (i) to the extent rights to indemnity and contribution may be limited by applicable state or federal securities laws or other public policy underlying such laws, (ii) enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally and (iii) enforceability may be limited by general principles of the Company Disclosure Letter, the equity. The execution and delivery by the Company of this Agreement each of the Transaction Documents and all other agreements and instruments contemplated hereby to which the Company is a party, the offering, sale and issuance of the Securities hereunder, the issuance by the Company of the Common Stock upon exercise of the Warrants, and the consummation of the transactions contemplated thereby and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, and performance of its obligations hereunderas applicable, do not and shall not (ai) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as constitute a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofdefault under, (eiii) result in the creation of any material Lien, security interest, charge or encumbrance upon any of the shares of Company’s capital stock or assets pursuant to, (iv) give any material assets third party the right to modify, terminate or properties of the Company or its Subsidiariesaccelerate any obligation under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to or declaration to, or filing with, any Governmental Entity court or administrative or governmental body or agency pursuant to, the articles of incorporation, bylaws or other third partycharter documents of the Company, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvalslaw, if anystatute, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company rule or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law regulation to which the Company or any of its Significant Subsidiaries is subject (including, without limitation, any usury laws applicable to the Note), or any material agreement or instrument or any order, judgment or decree to which Company or any of its Significant Subsidiaries is subject.

Authorization; No Breach. Assuming receipt of (a) Such Transferred Entity has full corporate or limited liability company power and subject authority, as applicable, to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement to be executed by the consents set forth on Section 5D of Transferred Entities in connection with the Company Disclosure Letter transactions contemplated by this Agreement (the “Transferred Entity Documents”), to perform their obligations hereunder and thereunder and, assuming the HSR Approvalapplicable Equityholder Approvals are obtained, except as set forth on Section 5D of to consummate the Company Disclosure Lettertransactions contemplated hereby and thereby. The execution, the execution delivery and delivery performance of this Agreement and each of the Transferred Entity Documents by such Transferred Entity, as applicable and, assuming the Companyapplicable Equityholder Approvals are obtained, the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite corporate and limited liability company action, as applicable, and no other proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been, and with respect to any Transferred Entity Document to be executed after the execution of this Agreement, shall be, duly and validly authorized, executed and delivered by such Transferred Entity, as applicable, and assuming that this Agreement and each of the Transferred Entity Documents is a valid and binding obligation of the other parties hereto and thereto, this Agreement constitutes, and each of the Transferred Entity Documents when so executed and delivered will constitute, a legal, valid and binding obligation of such Transferred Entity, as applicable, enforceable against such Transferred Entity, as applicable, in accordance with its respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights or general principles of equity. (b) Except for the requirements of the HSR Act, and the filing of the Certificates of Merger with the Secretary of State of the State of Delaware, the execution, delivery and performance of this Agreement and each of the Transferred Entity Documents by such Transferred Entity and the consummation of the transactions contemplated hereby and thereby, or compliance by such Transferred Entity or its obligations hereunderrespective Subsidiaries with any of the provisions hereof or thereof, do not (a) materially violate or and will not conflict with, result in any material breach of any of the provisions of, (b) violate or require any notice under, constitute a material default under (or constitute any event which, with or without due notice or lapse of time, time or both), would constitute result in a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closingof, result in the termination creation of any Lien upon any material property or accelerate the performance required by any asset of the terms, conditions such Transferred Entity or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries under, give rise to any right of termination, cancellation or acceleration of any severance, change-of-control material obligation or similar payments under any express terms ofto loss of a material benefit under, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, upon any of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental such Transferred Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement to make any material payment under, any provision of (including HSR Approval and the i) such Transferred Entity’s or any of its Subsidiaries’ articles of incorporation, by-laws or other consents and approvalsorganizational documents, if any(ii) any material contract of such Transferred Entity or its Subsidiaries, contemplated by Section 2A(i)), under (Iiii) the Organizational Documents any order of any Governmental Body applicable to such Transferred Entity or any of its Subsidiaries or any of the Company material properties or assets of such Transferred Entity or any of its Subsidiaries, or (IIiv) any Company Material Contract or Lease or (III) any Applicable applicable Law to which the Company such Transferred Entity or any of its Subsidiaries is subject.

Authorization; No Breach. Assuming receipt (a) The execution, delivery and performance by Purchaser and Merger Sub of this Agreement and each other Transaction Document to be executed and delivered by Purchaser and Merger Sub have been duly authorized by all necessary corporate action and no other proceedings on the part of Purchaser and Merger Sub are necessary to authorize such execution, delivery or performance. This Agreement has been, and each other Transaction Document to be executed and delivered by Purchaser and Merger Sub will be, duly executed and delivered by Purchaser and Merger Sub, and this Agreement constitutes, and the Transaction Documents when so executed and delivered will constitute, the valid and binding obligations of Purchaser and Merger Sub, enforceable against it in accordance with their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting creditors’ rights generally, and subject to the consents set forth on Section 5D general principles of the Company Disclosure Letter and the HSR Approval, except as set forth on Section 5D equity (regardless of the Company Disclosure Letter, the whether enforcement is considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement and each other Transaction Document to be executed or delivered by Purchaser and Merger Sub, and the Companyconsummation of the transactions contemplated hereby and the fulfillment of and compliance with the terms and provisions hereof do not (i) result in any violation of any Law applicable to the transactions contemplated hereby binding upon Purchaser, or (ii) contravene or conflict with the certificate of incorporation or the bylaws of Purchaser. (c) Except as set forth in Schedule 3.2(c), no consent, approval or authorization of, or designation, declaration or filing with, any Person or Governmental Authority is required in connection with the execution, delivery and performance of its obligations hereunder, do not (a) materially violate this Agreement or result in any material breach of any the consummation by Purchaser and Merger Sub of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, upon any of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third party, in each casetransactions contemplated hereby, except as has been obtained or as contemplated to be obtained by compliance with the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries is subjectAct.

Authorization; No Breach. Assuming receipt of and subject to the consents set forth on Section 5D of the Company Disclosure Letter and the HSR ApprovalThe execution, except as set forth on Section 5D of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company, and performance of this Agreement, and the Related Agreements to which it is a party and the consummation of the Transactions have been duly authorized by all requisite corporate action on the part of the Xircom Parties. This Agreement has been duly executed and delivered by each of the Xircom Parties, and, as of the Effective Date, the Related Agreements to which it is a party will be duly executed and delivered by it and the Agreement, and each such Related Agreement constitutes or will constitute upon execution and delivery, as applicable, a valid and binding obligation of each Xircom Party, enforceable in accordance with its obligations hereunderterms, do not subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditor's rights and to general equitable principles. The execution, delivery and performance of and compliance with this Agreement and the applicable Related Agreements by each Xircom Party and the consummation of the Transactions will not, except to the extent that would not, or be reasonably likely to, have a Material Adverse Effect, individually or in the aggregate or prevent the consummation of the Merger, (a) materially violate or result in any material breach provision of any of the provisions of, (b) violate foreign or constitute a material default under (domestic laws applicable to or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, upon any of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company binding on Xircom or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvalsb) violate any foreign or domestic order, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company judgment or decree applicable to Xircom or any of its Subsidiaries, (IIc) conflict with, or result in a breach of or default under, any Company Material Contract term or Lease condition of the Certificate of Incorporation or (III) any Applicable Law to which the Company By-Laws of Xircom or any of its Subsidiaries is subjector (d) violate, conflict with, result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, any agreement to which Xircom or any of its Subsidiaries are bound or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, any note, bond, mortgage, indenture, deed of trust, lease, contract or agreement to which Xircom or any of its Subsidiaries, or any of their respective properties may be bound, or to which Xircom or any of its Subsidiaries are a party, or result in the creation of any Encumbrance upon any of the properties of Xircom or any of its Subsidiaries.

Authorization; No Breach. Assuming receipt Seller is the duly constituent and acting agent of the Lenders under the Loan Agreement. The execution, delivery and performance of this Agreement and the other agreements contemplated hereby to be executed and delivered by Seller (the "Seller Agreements") and the transactions contemplated hereby and thereby have been duly and validly authorized by Seller and, to the extent required, the Lenders. No other act or proceeding on the part of Seller or the Lenders is necessary to authorize the execution or delivery of, or performance under, the Seller Agreements or the consummation of the transactions contemplated thereby. This Agreement and the other Seller Agreements have been or at or prior to the Closing will be duly executed and delivered by Seller, and constitute (i) a valid sale, transfer and assignment to Purchaser of the Purchased Assets enforceable against creditors of and subject to the consents set forth on Section 5D of the Company Disclosure Letter purchasers from Seller and (ii) this Agreement constitutes, and the HSR Approvalother Seller Agreements, except as set forth on Section 5D of the Company Disclosure Letter, the upon execution and delivery thereof by Seller, shall each constitute, a valid and binding obligation of this Agreement by the CompanySeller, enforceable in accordance with its terms. The execution, delivery and performance of its obligations hereunder, do the Seller Agreements by Seller and the consummation of the transactions contemplated hereby and thereby does not and shall not (aA) materially violate conflict with or result in any material breach of any of the provisions of, ; (bB) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions a violation of, (d) except as would not materially impair or restrict cause the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries acceleration of any severance, change-of-control or similar payments under any express terms ofobligation, or give rise to any material purchase or sale obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, under; (eC) result in the creation of any material Lien, Lien upon any of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) Purchased Assets under; or (fD) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity under, the provisions of Seller's charter or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company by-laws or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvalsContract by which Seller is bound or affected, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries Seller is subject.

Authorization; No Breach. Assuming receipt The execution, delivery and performance of this Agreement, the Warrants, the Warrant Agreement, the Preferred Stock Purchase Agreement, the Registration Agreement, the Professional Services Agreement, the Monitoring Agreement, the Acquisition Agreement, the Intercreditor Agreement and subject all other agreements contemplated hereby to which the consents set forth on Section 5D Company is a party, the filing of the Company Disclosure Letter Certificates of Designation, the amendment of the Company's Certificate of Incorporation by the Certificate Amendment and the HSR Approvalamendment of the Company's bylaws have been duly authorized by the Company. This Agreement, the Warrants, the Warrant Agreement, the Preferred Stock Purchase Agreement, the Registration Agreement, the Professional Services Agreement, the Monitoring Agreement, the Acquisition Agreement, the Intercreditor Agreement, the Certificates of Designation, the Company's Certificate of Incorporation (as amended by the Certificate Amendment) and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms (except as limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights). Except as set forth on Section 5D of the Company Disclosure Letter, attached "Restrictions Schedule," the execution and delivery by the Company of this Agreement, the Registration Agreement, the Intercreditor Agreement, the Acquisition Agreement and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Purchased Preferred, the issuance of the Common Stock upon conversion of the Convertible Preferred Stock, the issuance of Warrants pursuant to the Warrant Agreement, the issuance of the Warrant Shares upon exercise of Warrants, the filing of the Certificates of Designation, the filing of the Certificate Amendment and the amendment of the Company's bylaws and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, and performance of its obligations hereunder, do not and shall not (ai) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as constitute a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofdefault under, (eiii) result in the creation of any material Lienlien, security interest, charge or encumbrance upon the Company's or any of the shares of Subsidiary's capital stock or assets pursuant to, (iv) give any material assets third party the right to modify, terminate or properties of the Company or its Subsidiariesaccelerate any obligation under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to or declaration to, or filing with, any Governmental Entity court or other third partyadministrative or governmental body or agency pursuant to, in each case, except as has been obtained the Certificates of Designation or as contemplated to be obtained by the Company charter or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents bylaws of the Company or any of its SubsidiariesSubsidiary, (II) or any Company Material Contract law, statute, rule or Lease or (III) any Applicable Law regulation to which the Company or any of its Subsidiaries Subsidiary is subject, or any agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject. Except as set forth on the Restrictions Schedule, none of the Subsidiaries are subject to any restrictions upon making loans or advances or paying dividends to, transferring property to, or repaying any Debt owed to, the Company or another Subsidiary.

Authorization; No Breach. Assuming receipt (a) The execution, delivery and performance of this Agreement and subject the other agreements contemplated hereby to be executed and delivered by each Seller and the consents set forth on Section 5D consummation of the Company Disclosure Letter transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of Seller, and no other proceedings on the part of Seller or its members are necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby. This Agreement and the HSR Approvalother agreements contemplated hereby to be executed and delivered by each Seller constitute valid and binding obligations of Seller, except enforceable in accordance with their respective terms. (b) Except as set forth on Section 5D of the Company Disclosure LetterSchedule 4.2, the execution execution, delivery and delivery performance of this Agreement by Seller, and, assuming termination or expiration of applicable waiting periods under the CompanyHSR Act, and performance the consummation of its obligations hereunder, the transactions contemplated hereby do not (a) materially violate and will not violate, conflict with or result in any material a breach of any of the provisions provision of, (b) violate or constitute a material default under (or constitute any an event which, with or without due notice or lapse of time, time or both, would constitute a material violation of default) under, or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of of, or accelerate the performance required by by, or result in a right of termination or acceleration under, require any consent, waiver or approval under, or require any offer to purchase or any prepayment of any debt or result in the creation of any Lien upon any of the Purchased Assets under any of the terms, conditions or provisions ofof (i) the certificate of formation or operating agreement of Seller, (dii) except as would not materially impair any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries license of any severancedomestic or foreign federal, change-of-control or similar payments under any express terms ofstate, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, upon any of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption local or other material action by governmental authority or material notice to any Governmental Entity regulatory agency, commission, department or other third partygovernmental subdivision, in each casecourt, except as has been obtained tribunal or as contemplated body (a “Governmental Authority”) applicable to be obtained by the Company Seller, or any of its Subsidiaries in this Agreement properties or assets, or (including HSR Approval and the other consents and approvalsiii) any loan or credit agreement, if anybond, contemplated debenture, note, mortgage, indenture, guarantee, lease or license to which either Seller is a party or by Section 2A(i)), under (I) the Organizational Documents of the Company which either Seller or any of its Subsidiariesproperties or assets may be bound or affected or upon any Assumed Contract, other than, in the case of clauses (IIii) any Company and (iii) above, such violations, conflicts, breaches, defaults, terminations, accelerations, offers, prepayments or creations of Liens that, individually or in the aggregate, would not reasonably be expected to have a Material Contract or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries is subjectAdverse Effect.

Authorization; No Breach. Assuming receipt The execution, delivery and performance of this Agreement, the UDC Servicing Agreement, the Guaranty and subject the other agreements contemplated hereby to be executed by UDC (the "UDC Agreements") and the transactions contemplated thereby have been duly and validly authorized by UDC. No other corporate act or proceeding on the part of the Board of Directors or stockholders of UDC is necessary to authorize the execution or delivery of, or performance under, the UDC Agreements, or the consummation of the transactions contemplated thereby. The UDC Agreements have been or at or prior to the consents set forth on Section 5D of the Company Disclosure Letter Closing will be duly executed and the HSR Approvaldelivered by UDC, except as set forth on Section 5D of the Company Disclosure Letterand this Agreement constitutes, the and upon execution and delivery of this Agreement the other UDC Agreements by UDC, the Companyother UDC Agreements shall each constitute, a valid and binding obligation of UDC, enforceable in accordance with its terms. The execution, delivery and performance of its obligations hereunder, do the UDC Agreements by UDC and the consummation of the transactions contemplated thereby does not and shall not (ai) materially violate conflict with or result in any material breach of any of the provisions of, ; (bii) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions a violation of, (d) except as would not materially impair or restrict cause the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries acceleration of any severance, change-of-control or similar payments under any express terms ofobligation, or give rise to any material purchase or sale obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, under; (eiii) result in the creation of any material Lien, Lien upon any of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) Purchased Assets under; or (fiv) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity under, the provisions of UDC's charter or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company by-laws or any of its Subsidiaries in this Agreement Contract by which UDC is bound or affected (including HSR Approval and including, without limitation, the other consents and approvals, if any, contemplated by Section 2A(i)Loan Agreement), under (I) the Organizational Documents of the Company Final Sale Order or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company UDC is subject or by which any of its Subsidiaries is subjectthe Purchased Assets are bound.

Authorization; No Breach. Assuming receipt The execution, delivery and performance of this Agreement, the Warrants, the Amended Stockholders Agreement, the Exchange Notes and subject all other agreements contemplated hereby to which the consents set forth on Section 5D Company is a party have been duly authorized by the Company. This Agreement, the Warrants, the Amended Stockholders Agreement, the Exchange Notes, the Certificate and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obligation of the Company Disclosure Letter and the HSR ApprovalCompany, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally, and except for judicial limitations on the enforcement of the remedy of specific performance and other equitable remedies. Except as set forth on Section 5D of the Company Disclosure Letter"No Breach; Consents" Schedule, the execution and delivery by the Company of this Agreement, the Stockholders Agreement and all other agreements contemplated hereby to which the Company is a party, the offering and sale of the Purchased Securities hereunder, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, Company and performance of its obligations hereundereach Seller, do not and could not reasonably be expected to (ai) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as constitute a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofdefault under, (eiii) result in the creation of any material Lienlien, security interest, charge or encumbrance upon the Company's or any of the shares of Subsidiary's capital stock or assets pursuant to, (iv) give any material assets third party the right to modify, terminate or properties of the Company or its Subsidiariesaccelerate any obligation under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to or declaration to, or filing with, any Governmental Entity court or other third partyadministrative or governmental body or agency pursuant to, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (IA) the Organizational Documents charter or bylaws of the Company or any of its SubsidiariesSubsidiary, or (IIB) any Company Material Contract law, statute, rule or Lease or (III) any Applicable Law regulation to which the Company or any Subsidiary is subject, or (C) any agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject, except in the case of clauses (B) and (C) only, for such conflicts, breaches, defaults, encumbrances, rights, violations and requirements which would not have a material adverse effect on the financial condition, assets or business of the Company and its Subsidiaries is subjecttaken as a whole.

Authorization; No Breach. Assuming receipt The Sellers' and the Company's execution, delivery and performance of this Agreement and subject all other agreements and instruments contemplated hereby to which such person is a party have been duly authorized by such person. This Agreement constitutes a valid and binding obligation of the consents set forth on Section 5D Sellers and the Company, enforceable in accordance with its terms, except as such enforceability may be limited by (x) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors' rights generally and (y) applicable equitable principles (whether considered in a proceeding at law or in equity), and all other agreements and instruments contemplated hereby to which the Company or any Subsidiary of the Company Disclosure Letter is a party, when executed and delivered by the HSR ApprovalCompany in accordance with the terms hereof, shall each constitute a valid and binding obligation of the Company or such Subsidiary, enforceable in accordance with its terms, except as such enforceability may be limited by (a) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors' rights generally and (b) applicable equitable principles (whether considered in a proceeding at law or in equity). Except as set forth on Section 5D of the Company Disclosure Letterattached Authorization Schedule 6C, the execution and delivery by the Sellers and the Company of this Agreement and all other agreements and instruments contemplated hereby to which any such person is a party, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, and performance of its obligations hereunder, Company or such Subsidiary do not and shall not (ai) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair constitute a default under (whether with or restrict without the business passage of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inactiontime, the payment by the Company and/or any giving of its Subsidiaries of any severance, change-of-control notice or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofboth), (eiii) result in the creation of any material Lien, Lien upon any of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company Company's or any of its Subsidiaries' capital stock or assets pursuant to, (IIiv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or notice or declaration to, the articles of incorporation or bylaws of the Company, or, to the knowledge of the Company Material Contract or Lease or (III) and the Managing Sellers, any Applicable Law to which the Company or any Subsidiary of its Subsidiaries the Company is subject, or any order, judgment or decree or any material agreement or instrument to which the Company is subject. None of the Company or any Subsidiary of the Company is a party to or bound by any written or oral agreement or understanding with respect to an Acquisition Proposal or a Third Party Acquisition other than this Agreement, and all of them have terminated all discussions with third parties (other than the Purchaser) regarding Acquisition Proposals or Third Party Acquisitions.

Authorization; No Breach. Assuming receipt of (a) The Company has full corporate power and subject authority to execute and deliver this Agreement and each Ancillary Agreement that is to be executed by the consents set forth on Section 5D of Company, to perform its obligations hereunder and thereunder and to consummate the Company Disclosure Letter transactions contemplated hereby and the HSR Approvalthereby. The execution, except as set forth on Section 5D of the Company Disclosure Letter, the execution delivery and delivery performance of this Agreement and each of the Ancillary Agreements to be executed by the Company and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite corporate action, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been, and each of the Ancillary Agreements to be executed by the Company will be, at or prior to the Closing, duly and validly authorized, executed and delivered by the Company, and assuming that this Agreement and each of the Ancillary Agreements to be executed by the Company is a valid and binding obligation of the other parties hereto and thereto, this Agreement constitutes, and each of the Ancillary Agreements to be executed by the Company when so executed and delivered will constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights or to general principles of equity. (b) Except for the requirements under the HSR Act and any Other Antitrust Regulations that are required for the consummation of the transactions contemplated hereby and set forth on the Governmental Consents Schedule and as set forth on the Authorization Schedule, the execution, delivery and performance of its obligations hereunderthis Agreement and each of the Ancillary Agreements to be executed by the Company and the consummation of the transactions contemplated hereby and thereby, or compliance by the Acquired Companies with any of the provisions hereof or thereof, do not (a) and will not materially violate or conflict with, result in any material breach of any of the provisions of, (b) violate or require any notice under, constitute a material default under (or constitute any event which, with or without due notice or lapse of time, time or both), would constitute result in a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closingof, result in the termination creation of any Lien upon any material properties or accelerate the performance required by assets of any of the termsAcquired Companies under, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect give rise to any other action right of termination, cancellation or inaction, the payment by the Company and/or any of its Subsidiaries acceleration of any severance, change-of-control material obligation or similar payments under any express terms ofto loss of a material benefit under, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, upon any of the shares of capital stock or Acquired Companies to make any material assets or properties payment under, any provision of (i) any of the Company Acquired Companies’ articles of incorporation, by‑laws or its Subsidiariesother similar organizational governing documents, other than (ii) any Permitted Encumbrances(scontract required to be set forth on the Contracts Schedule, (iii) (excluding any Liens resulting from outstanding judgment, order or decree applicable to any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company Acquired Companies or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents material properties or assets of any of the Company Acquired Companies, or any of its Subsidiaries, (IIiv) any Company Material Contract or Lease or (III) any Applicable applicable Law to which the Company or any of its Subsidiaries the Acquired Companies is subject.

Authorization; No Breach. (a) The execution, delivery and performance by such Seller of this Agreement and the other Transaction Documents to which it is or will be a party, and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of such Seller, and no other proceedings on such Seller’s part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been, and each other Transaction Document to which such Seller is (or, when executed and delivered, will be) a party, duly executed and delivered by such Seller and, assuming this Agreement and each other Transaction Document to which such Seller is a party is a valid and binding obligation of Buyer and/or the other parties thereto, constitutes (or when executed and delivered, will constitute) a valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as limited by the Enforceability Exceptions. (b) Assuming receipt of the HSR Approval and subject any approvals, consents or expiration or termination of any waiting periods required under any other applicable Antitrust Laws, the execution, delivery and performance by such Seller of this Agreement, the other Transaction Documents to which it is or will be a party and the consents set forth on Section 5D consummation of the Company Disclosure Letter and Transactions, do not: (i) in the HSR Approvalcase of any Seller that is an Entity, except as set forth on Section 5D conflict with or violate the organizational documents of such Seller; (ii) assuming compliance by the Company Disclosure Letterwith Section 3.02(b) and by Buyer with Section 5.02(b), the execution and delivery conflict with or violate any Law applicable to such Seller or by which any property, right or asset of this Agreement by the Company, and performance of its obligations hereunder, do not such Seller is bound; (aiii) materially violate or result in any material breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any an event whichthat, with or without due notice or lapse of time, time or both, would constitute become a material violation of or material default default) under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination a loss of or accelerate the performance required by any of the termsbenefit under, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to a right of payment under, create in any material obligation party thereto the right to amend, modify, abandon, accelerate, terminate or cancel any provision of the Company and/or (in each case, whether with notice or lapse of time or both), require any of its Subsidiaries under consent under, or result in the loss creation or imposition of any Lien (other than a Permitted Lien) on any property, right or asset of such Seller under, any material Intellectual Property Rights agreement or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofinstrument to which such Seller is bound, or (eiv) result in the creation of any material Lien (other than a Permitted Lien, ) upon any of the shares of capital stock or any material assets or and properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries is subjectsuch Seller.

Authorization; No Breach. Assuming receipt The execution, delivery and performance of and subject to the consents set forth on Section 5D each of the Transaction Documents and all other agreements and instruments contemplated hereby and thereby to which any of Holdings, the Company Disclosure Letter or any of their Subsidiaries or Investees is a party have been duly authorized by the appropriate entity. Each of the Transaction Documents, the Certificate of Incorporation and all other agreements and instruments contemplated hereby and thereby to which any of Holdings, the HSR ApprovalCompany or any of their Subsidiaries or Investees is a party each constitutes a valid and binding obligation of the appropriate entity, except enforceable in accordance with its terms. Except as set forth on Section 5D of the Company "RESTRICTIONS SCHEDULE" referenced in the Disclosure Letter, the execution and delivery by each of this Agreement by the CompanyHoldings, and performance of its obligations hereunder, do not (a) materially violate or result in any material breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiariesand their Subsidiaries and Investees of each of the Transaction Documents and all other agreements and instruments contemplated hereby and thereby to which such Person is a party, taken as a wholethe offering, as conducted through sale and issuance of the ClosingSecurities hereunder, the issuance of capital stock upon the direct or indirect exercise of Warrants, the granting and perfection of the Liens on the Collateral to secure all of the Obligations outstanding from time to time, the fulfillment of and compliance with the respective terms hereof and thereof (including the Post-Merger Reorganization and the agreements documents and instruments executed and delivered in connection therewith and the repayment, including the required prepayments, of the Notes) by such Person, do not and shall not (i) conflict with or result in the termination of or accelerate the performance required by any a breach of the terms, conditions or provisions of, (dii) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as constitute a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofdefault under, (eiii) result in the creation of any material Lien, upon any Lien (other than in favor of the shares of Purchasers or a Permitted Lien) upon Holdings', the Company's, its parent's or any Brazilian Entities' capital stock or assets pursuant to, (iv) give any material assets third party the right to modify, terminate or properties of the Company or its Subsidiariesaccelerate any obligation under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approvalapproval or exemption by, exemption or other material action by filing with, any court or material notice to any Governmental Entity administrative or other third partygovernmental body or agency pursuant to, in each casethe charter or bylaws of Holdings, except as has been obtained or as contemplated to be obtained by the Company Company, its parent or any of Brazilian Entities, or any material law, statute, rule or regulation to which Holdings, the Company, its Subsidiaries in this Agreement parent, or any Brazilian Entity is subject (including HSR Approval and any usury laws applicable to the other consents and approvals, if any, contemplated by Section 2A(i)Notes), under (I) the Organizational Documents of the Company or any of its Subsidiariesmaterial agreement, indenture (II) any Company Material Contract including the Indenture), instrument, order, judgment or Lease or (III) any Applicable Law decree to which Holdings, the Company Company, its parent or any of its Subsidiaries Brazilian Entity is subject.

Authorization; No Breach. Assuming receipt The execution, delivery and performance of this Agreement and subject the other Seller Documents to which the consents set forth Purchaser is a party have been duly authorized by all necessary corporate action on Section 5D the part of the Company Disclosure Letter Purchaser. This Agreement and each other Seller Document to which the HSR ApprovalPurchaser is a party has been duly and validly executed and delivered by, and constitutes or, at the Closing, will constitute, a valid and binding obligation of, the Purchaser enforceable against the Purchaser in accordance with its respective terms except as set forth on Section 5D enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditor's rights generally (regardless of the Company Disclosure Letter, the whether such enforceability is considered in a proceeding at law or in equity). The execution and delivery by the Purchaser of this Agreement and each other Seller Document to which the Purchaser is a party and the fulfillment of, and the compliance with, the respective terms of this Agreement and the other Seller Documents to which the Purchaser is a party by the Company, and performance of its obligations hereunderPurchaser, do not and shall not (ai) materially violate conflict with, or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as constitute a default under or any event which with the giving of notice, passage of time or both would not materially impair constitute a default under, or restrict (iii) assuming compliance with the business applicable requirements of the Company HSR Act and its SubsidiariesEXFA, taken as result in a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms violation of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, upon any of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, waiver, Order, Permit or exemption or other material action by or material notice notice, declaration or filing to or with any Governmental Entity or other third partyBody pursuant to, in each casethe corporate organizational documents of the Purchaser, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company Purchaser is subject, or any of its Subsidiaries Contract, Permit or Order to which the Purchaser is a named party and subject., except for consents or approvals set forth on SCHEDULE 8B.

Authorization; No Breach. Assuming receipt The execution, delivery and performance of this Agreement, the Voting Agreement, the Investors’ Rights Agreement and subject to the consents set forth on Section 5D all of the other agreements and instruments contemplated hereby to which the Company Disclosure Letter is a party, the offering, sale and issuance of the Series B Preferred, the consummation of the Repurchase Transaction and the HSR Approval, except as set forth on Section 5D issuance of Common Stock upon the conversion of the Company Disclosure LetterPreferred Stock have been duly authorized by the Company. This Agreement, the execution when executed and delivery of this Agreement delivered by the Company, constitutes a valid and performance binding obligation of the Company, enforceable in accordance with its obligations hereunderterms, except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws from time to time in effect which affect creditors’ rights generally and by general principles of equity, and the Certificate of Incorporation, when filed under the laws of the State of Delaware in accordance with the terms hereof, and all other agreements and instruments contemplated hereby to which the Company is a party, except for the Non-Competition Agreement and No-Hire and Non-Solicitation Agreements, when executed and delivered by the Company in accordance with the terms hereof, shall each constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws from time to time in effect which affect creditors’ rights generally and by general principles of equity. The execution and delivery by the Company of this Agreement, the Voting Agreement, the Investors’ Rights Agreement and all other agreements and instruments contemplated hereby to which the Company is a party, the issuance of the Series B Preferred, the consummation of the Repurchase Transaction, the issuance of Common Stock upon the conversion of the Preferred Stock and the fulfillment of and compliance with the respective terms hereof and thereof by the Company do not and shall not (ai) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair constitute a default under (whether with or restrict without the business passage of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inactiontime, the payment by the Company and/or any giving of its Subsidiaries of any severance, change-of-control notice or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofboth), (eiii) result in the creation of any material Lien, Lien or Encumbrance upon any of the shares of Company’s capital stock or assets pursuant to, (iv) give any material assets third party the right to modify, terminate or properties of the Company or its Subsidiariesaccelerate any obligation under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to or declaration to, or filing with, any third party or any Governmental Entity pursuant to, the Certificate of Incorporation or other third partyBylaws, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company is subject, or any of its Subsidiaries Material Contract, order, judgment or decree to which the Company is subject, and, in the case of Laws to which the Company is subject and Material Contracts, as could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Breach. Assuming receipt of (a) The execution, delivery and subject to the consents set forth on Section 5D of the Company Disclosure Letter and the HSR Approval, except as set forth on Section 5D of the Company Disclosure Letter, the execution and delivery performance of this Agreement by such Seller and the Companyconsummation of the Transactions have been, and the execution, delivery and performance of the Transaction Documents to which such Seller is a party will be at or prior to the Closing, duly and validly authorized by all requisite action on the part of such Seller, and no other proceedings on such Seller’s part are necessary to authorize the execution, delivery or performance of this Agreement or the Transaction Documents. This Agreement has been, and each other Transaction Document to which such Seller is a party will be, duly executed and delivered by such Seller and, assuming this Agreement and each other Transaction Document to which such Seller is a party is a valid and binding obligation of Buyer and/or the other parties thereto, will constitute a valid and binding obligation of such Seller, enforceable against such Seller in accordance with its obligations hereunderterms, except as limited by the application of bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights or to general principles of equity. (b) Assuming receipt of the Antitrust Approvals, the execution, delivery and performance by such Seller of this Agreement, the other Transaction Documents to which it is or will be a party and the consummation of the Transactions, do not and will not: (ai) materially in the case of any Seller that is an Entity, conflict with or violate the organizational documents of such Seller; (ii) conflict with or violate any Law applicable to such Seller or by which any property, right or asset of such Seller is bound; or (iii) result in any material breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any an event whichthat, with or without due notice or lapse of time, time or both, would constitute become a material violation of or material default default) under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination a loss of or accelerate the performance required by any of the termsbenefit under, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to a right of payment under, create in any material obligation party thereto the right to amend, modify, abandon, accelerate, terminate or cancel any provision of the Company and/or (in each case, whether with notice or lapse of time or both), require any of its Subsidiaries under consent under, or result in the loss creation or imposition of any material Intellectual Property Rights Lien (other than a Permitted Lien) on any property, right or a material benefit asset of the Company and/or any of its Subsidiaries under the express terms ofsuch Seller under, (e) result in the creation of any material Lienagreement or instrument to which such Seller is bound, upon any of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third partyexcept, in each case, except as has been obtained for any such conflicts, violations, breaches, defaults or as contemplated other occurrences that would not reasonably be expected to be obtained by prevent, materially delay or materially impair the Company or any ability of its Subsidiaries in this Agreement (including HSR Approval and such Seller to consummate the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries is subjectTransactions.

Authorization; No Breach. Assuming receipt (a) The Company has full limited liability company power and authority to execute and deliver this Agreement and each other Transaction Document contemplated by this Agreement to be executed by the Company in connection with the transactions contemplated by this Agreement (the “Company Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and subject to the consents set forth on Section 5D each of the Company Disclosure Letter Documents by the Company and the HSR Approvalconsummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite limited liability company action, except as set forth and no other limited liability company proceedings on Section 5D its part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been, and each of the Company Disclosure LetterDocuments will be at or prior to the Closing, the execution duly and delivery of this Agreement validly authorized, executed and delivered by the Company, and assuming that this Agreement and each of the Company Documents is a valid and binding obligation of the other parties hereto and thereto, this Agreement constitutes, and each of the Company Documents when so executed and delivered will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights or to general principles of equity. (b) Except (i) for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) for the requirements under the HSR Act and any Other Antitrust and FDI Regulations that are required for the consummation of the transactions contemplated hereby, in each case of this clause (ii), as set forth on Annex 4.03(a) and (iii) as set forth on Schedule 5.03(b), the execution, delivery and performance of this Agreement and each of the Company Documents by the Company and the consummation of the transactions contemplated hereby and thereby, or compliance by the Company or its obligations hereunder, do not (a) materially violate or result in any material breach of Subsidiaries with any of the provisions hereof or thereof, do not and will not conflict with, result in any breach of, (b) violate or require any notice under, constitute a material default under (or constitute any event which, with or without due notice or lapse of time, time or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions a violation of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, Lien upon any properties or assets of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement under, give rise to any right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or give rise to any obligation of the Company or any of its Subsidiaries to make any payment under, any provision of (including HSR Approval and A) any of the other consents and approvalsCompany’s or any of its Subsidiaries’ or Joint Venture’s Governing Documents, if any(B) any Material Contract or Material Lease, contemplated by Section 2A(i))(C) any Current Government Contract or Current Government Bid, under (ID) any outstanding Governmental Order applicable to the Organizational Documents Company or any of its Subsidiaries or any of the properties or assets of the Company or any of its Subsidiaries, (IIE) any Company Material Contract or Lease or (III) any Applicable applicable Law to which the Company or any of its Subsidiaries is subjectsubject or (F) any Permit required to be disclosed on Schedule 5.19(a), except (1) in the case of the immediately preceding clauses (B), (C) and (F), as would not, individually or in the aggregate, (x) adversely impact the Company and its Subsidiaries in any material respect or (y) prevent or materially impair or materially delay the Company’s ability to consummate the transactions contemplated by this Agreement, and (2) in the case of the immediately preceding clauses (A), (D) and (E), as would not, individually or in the aggregate, (x) adversely impact the Company and its Subsidiaries in any respect other than in any de minimis respect or (y) prevent or materially impair or materially delay the Company’s ability to consummate the transactions contemplated by this Agreement.

Authorization; No Breach. Assuming receipt The execution, delivery and performance of each of the Investment Documents and subject all other agreements and instruments contemplated hereby and thereby to which each Issuer is a party have been duly authorized by such Issuer. Each of the Investment Documents, each Issuer’s Governing Documents and all other agreements and instruments contemplated hereby and thereby to which an Issuer is a party each constitutes a valid and binding obligation of such Issuer, enforceable in accordance with its terms, except to the consents set forth on Section 5D extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws relating to or affecting the rights and remedies of the Company Disclosure Letter creditors generally and the HSR Approval, except by general principles of equity. Except as set forth on Section 5D of the Company Disclosure Letterattached Restrictions Schedule, the execution and delivery by each Issuer of this Agreement each of the Investment Documents and all other agreements and instruments contemplated hereby and thereby to which it is a party, the offering, sale and issuance of the Securities hereunder and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, and performance of its obligations hereundersuch Issuer, do not and shall not: (a) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, ; (db) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as constitute a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, default under; (ec) result in the creation of any material LienLien upon such Issuer’s Equity Interests or assets pursuant to; (d) give any third party the right to modify, upon terminate or accelerate any of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(sobligation under; (e) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of; or (f) require any material authorization, consent, approval, exemption or other material action by or material notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the Governing Documents of such Issuer, or any law, statute, rule or regulation to which such Issuer is subject (including any usury laws applicable to the Notes), or any agreement, instrument, order, judgment or decree to which such Issuer is subject. Except as set forth on the Restrictions Schedule, none of the Issuers are subject to any Governmental Entity restrictions upon making loans or advances or paying Dividends to, transferring property to, or repaying any Indebtedness owed to, any other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries is subjectIssuer.

Authorization; No Breach. Assuming receipt of and subject to the consents set forth on Section 5D of the Company Disclosure Letter and the HSR ApprovalThe execution, except as set forth on Section 5D of the Company Disclosure Letter, the execution and delivery of this Agreement by the Companydelivery, and performance of this Agreement, the Registration Agreement, the Stockholders' Agreement and all other agreements contemplated hereby in connection with the Initial Closing to which the Company will enter into on the Initial Closing Date and the filing of the Certificate of Designation have been duly authorized by the Company. The execution, delivery, and performance of all of the agreements contemplated hereby in connection with the Second Closing to which the Company will enter into on the Second Closing Date will have been duly authorized by the Company as of the Second Closing Date. Each of this Agreement, the Registration Agreement, the Stockholders' Agreement, the Certificate of Designation, and each other agreement contemplated hereby to which the Company will enter into in connection with the Initial Closing constitutes a valid and binding obligation of the Company, enforceable in accordance with its obligations terms. All other agreements contemplated hereby to which the Company will enter into in connection with the Second Closing will each constitute a valid and binding obligation of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement, the Registration Agreement, the Stockholders' Agreement and all other agreements contemplated hereby in connection with the Initial Closing which the Company will enter into on the Initial Closing Date, the offering, sale, and issuance of the Purchaser Preferred hereunder, the filing of the Certificate of Designation contemplated herein and the fulfillment of and compliance with the respective terms hereof and thereof by the Company do not and will not: (ai) materially violate conflict with or result in any material a breach of any of the provisions terms and conditions of, ; (bii) violate or constitute a material default under under; (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (eiii) result in the creation of any material Lien, security interest, charge, or encumbrance upon any of the shares of Company's capital stock or assets pursuant to; (iv) give any third party the right to modify, terminate, or accelerate any obligation under; (v) result in a material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) violation of; or (fvi) require any material authorization, consent, approval, exemption exemption, or other material action by or material notice to any Governmental Entity court or other third partyadministrative or governmental body pursuant to, in each casethe Certificate of Incorporation or Bylaws of the Company, except as has been obtained or as contemplated any law, statute, rule, or regulation to be obtained by which the Company is subject, or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvalsagreement, if anyinstrument, contemplated by Section 2A(i))order, under (I) the Organizational Documents of the Company judgment, or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law decree to which the Company or any of its Subsidiaries Affiliates, or employees is subjecta party or by which it or any of the foregoing Persons is bound. The Company is not in violation or default in any respect of (A) any provision of its Certificate of Incorporation or Bylaws, (B) any instrument, judgment, order, writ, decree or contract to which it is a party or by which it is bound, the violation or default of which has or could have a material adverse effect on the Company, or (C) any provision of any federal or state statute, rule or regulation applicable to the Company, the violation or default of which has or could have a material adverse effect on the Company.

Authorization; No Breach. Assuming receipt Each of the Seller’s and subject each Seller Sub’s execution, delivery and performance of this Agreement and each Ancillary Agreement to which it is a party has been duly authorized by such Person and no other corporate proceeding on the part of Holdings, Seller or any of its Subsidiaries is necessary to authorize this Agreement, any of the Ancillary Agreements or any of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller and each of the Seller Subs, and constitutes a valid and binding obligation of each of Seller and each Seller Sub, enforceable in accordance with its terms, except as limited by the application of bankruptcy, moratorium and other laws affecting creditors’ rights generally and as limited by the availability of specific performance and the application of equitable principles. Each Ancillary Agreement to which Seller and/or any Seller Sub is a party, when executed and delivered by Seller and/or any of the Seller Subs, shall have been duly executed and delivered by Seller and/or any such Seller Sub, and shall constitute a valid and binding obligation of Seller and/or any such Seller Sub, enforceable in accordance with its terms, except as limited by the application of bankruptcy, moratorium and other laws affecting creditors’ rights generally and as limited by the availability of specific performance and the application of equitable principles. Other than the HSR Approval, if required, and the consents set forth on Section 5D 4C of the Company Disclosure Letter and the HSR Approval, except as set forth on Section 5D of the Company Seller Disclosure Letter, the execution each of Seller’s and each Seller Sub’s execution, delivery and performance of this Agreement by and the Company, Ancillary Agreements to which Seller is a party and performance the consummation of its obligations hereunder, the transactions contemplated hereby and thereby do not and will not (awith or without the giving of notice, the lapse of time or both) materially violate or (i) result in any material breach of any of the provisions of, (bii) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse give rights of time, or both, would constitute a material violation of or material default acceleration under), (ciii) except as would not materially impair or restrict give any third party the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions ofright to terminate, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (eiv) result in the creation of any material Lien, Lien upon any of the shares of capital stock or any material assets of Seller or properties any Seller Sub pursuant to the terms of, (v) result in the right to redeem any shares of the Company preferred stock or its Subsidiaries, other than redeem or repurchase any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) indebtedness or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity Person under (a) the provisions of the certificate of incorporation or other third partybylaws of Holdings, in each caseSeller or any Seller Sub, (b) any material contract to which Holdings, Seller or any Seller Sub is party (including the Indentures, the Security Documents and all related agreements (including any guarantees)), (c) any judgment, order or decree to which Holdings, Seller or any Seller Sub is subject, or (d) any law, statute, rule or regulation, to which Holdings, Seller or any Seller is subject, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval Agreement. Seller and Seller Subs are jointly and severally liable for obligations under the other consents Indentures and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents no Seller Sub has any material liability to any trade creditor that is not also a liability of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries is subjectSeller.

Authorization; No Breach. Assuming receipt (a) The execution, delivery and performance by the Company of this Agreement and subject the other Transaction Documents to which the consents set forth on Section 5D Company is a party, and the consummation by the Company of the transactions contemplated hereby and thereby, including the offer, sale and issuance of the Class F Preferred Stock pursuant to this Agreement, and the issuance of the Conversion Stock upon conversion of the Class F Preferred Stock, have been duly authorized by all required actions of the Company Disclosure Letter and the HSR Approvalits equity holders and, except as set forth on Section 5D of the Company Disclosure LetterSchedule 2.5, the execution and delivery of this Agreement by the Company, and performance of its obligations hereunder, do will not (ai) materially violate conflict with, or result in any material breach of violation of, any provision of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business organizational documents of the Company and its Subsidiariesor any federal, taken state, local or foreign law, statute, rule or regulation ("Laws") or Orders (as a wholehereinafter defined) to which the Company is subject, as conducted through the Closing(ii) conflict with, or result in the termination of any default or accelerate the performance required by any of the terms, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms ofbreach, or give rise to a right of termination, cancellation, modification or acceleration, or cause the forfeiture of any material obligation of the right, under, any Contract, Company and/or any of its Subsidiaries under Intellectual Property, Accreditation, License or result Permit (each as hereinafter defined), except for conflicts, defaults, breaches, rights or forfeitures which would not, individually or in the loss of any material Intellectual Property Rights or aggregate, have a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, upon any of the shares of capital stock or any material assets or properties of Material Adverse Effect on the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (fiii) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated consent to be obtained by the Company or notice to be given under any of its Subsidiaries in this Agreement (including HSR Approval and the other Contract, Accreditation, License or Permit except for consents and approvalsnotices the lack of which would not, if anyindividually or in the aggregate, contemplated by Section 2A(i)), under have a Material Adverse Effect on the Company. (Ib) the Organizational The Transaction Documents of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company is a party constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms, subject to Laws of general application relating to bankruptcy, insolvency and the relief of debtors and Laws governing specific performance, injunctive relief or any other equitable remedies. The Class F Preferred Stock and the Conversion Stock, when issued in compliance with the provisions of its Subsidiaries is subjectthis Agreement, will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof. Subject to applicable law, the terms, designations, powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions, of the Class F Preferred Stock will be as stated in the Certificate of Designation.

Authorization; No Breach. Assuming receipt (a) The Company has full power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement to be executed by the Company in connection with the transactions contemplated by this Agreement (the “Company Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and subject to the consents set forth on Section 5D each of the Company Disclosure Letter Documents by the Company and the HSR Approvalconsummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite limited liability company action, except as set forth and no other limited liability company proceedings on Section 5D its part are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each of the Company Disclosure LetterDocuments will be at or prior to the Closing, the execution duly and delivery of this Agreement validly authorized, executed and delivered by the Company, and assuming that this Agreement and each of the Company Documents is a valid and binding obligation of the other parties hereto and thereto, this Agreement constitutes, and each of the Company Documents when so executed and delivered will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights or to general principles of equity. (b) Except for the requirements of the HSR Act, the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and the requirements set forth on the Governmental Consents Schedule and the Authorization Schedule, the execution, delivery and performance of this Agreement and each of the Company Documents by the Company and the consummation of the transactions contemplated hereby and thereby, or compliance by the Company or its obligations hereunder, do not (a) materially violate or result in any material breach of Subsidiaries with any of the provisions hereof or thereof, do not and will not conflict with, result in any breach of, (b) violate require any consent or notice under, constitute a material default under (or constitute any event which, with or without due notice or lapse of time, time or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions a violation of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien (other any Permitted Lien, ) upon any properties or assets of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement under, give rise to any right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or give rise to any obligation of the Company or any of its Subsidiaries to make any payment under, any provision of (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (Ii) the Organizational Documents Company’s or any of its Subsidiaries’ certificates of formation, articles of incorporation, limited liability company agreements, by‑laws or other organizational documents, (ii) any Contract set forth on the Contracts Schedule to which the Company or any of its Subsidiaries is a party, (iii) any outstanding judgment, order or decree applicable to the Company or any of its Subsidiaries or any of the properties or assets of the Company or any of its Subsidiaries, or (IIiv) any Company Material Contract or Lease or (III) any Applicable applicable Law to which the Company or any of its Subsidiaries is subject.

Authorization; No Breach. Assuming receipt (a) The Company and the Seller Member has the power and authority to enter into this Agreement and to carry out his, her or its obligations hereunder. The execution and delivery of the Transaction Documents and subject to the consents set forth performance by the Company and the Seller Member of his, her or its obligations hereunder or thereunder have been duly authorized, and no other proceedings or approvals on Section 5D the part of the Company Disclosure Letter or such Seller Member are necessary to approve and authorize such execution, delivery and performance, or the HSR Approvalconsummation of the transactions contemplated hereby and thereby. Each Transaction Document to which the Company or such Seller Member is a party has been duly executed by such Party and constitutes a valid and legally binding obligation of such Person, except enforceable in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, moratoriums or similar laws at the time in effect affecting the enforceability or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remedies. (b) Except as set forth on Section 5D of the Company Disclosure LetterSchedule 2.4(b), the execution and delivery by the Company and such Seller Member of this Agreement by the CompanyAgreement, and performance all other Transaction Documents to which such Person is a party, and the fulfillment of its obligations hereunderand compliance with the respective terms hereof and thereof, do not and will not (ai) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as constitute a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofdefault under, (eiii) result in the creation of any material Lien, Lien upon the Securities or any asset or property of the shares Company, including without limitation, the Purchased Assets, pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any exemption or other action by or notice or declaration to, or filing with, or other Consent from, any Governmental Entity pursuant to, (A) the articles of capital stock organization, the limited liability company agreement or any material assets or properties equivalent governing document of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its SubsidiariesSeller Member that is not a natural person, (IIB) any Company Material Contract or Lease or (III) any Applicable Law Legal Requirement to which the Company or the Seller Member or any of its Subsidiaries their assets or properties is subject, or (C) any Contract, order, judgment or decree to which the Company or such Seller Member or any of their assets or properties is subject.

Authorization; No Breach. Assuming receipt The execution, delivery and performance of this Agreement and subject all other agreements contemplated hereby to which the consents set forth on Section 5D Seller is a party have been duly authorized by the Seller. This Agreement and all other agreements contemplated hereby to which the Seller or Solomon is a party each constitutes a valid and binding obligation of the Company Disclosure Letter and Seller or Solomon, as the HSR Approvalcase may be, enforceable against each in accordance with its terms, except as set forth on limited by those specific qualifications contained in Section 5D 7 of the Company Disclosure LetterOpinion Letter of Silver & Xxxxxxxx, APLC attached hereto as Exhibit I and except that (a) such enforcement may be limited by or subject to any bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance or similar laws now or hereafter in effect relating to or limiting creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by the Seller or Solomon of this Agreement and all other agreements contemplated hereby to which the Seller or Solomon is a party, the purchase and sale of the Acquired Assets, Inventory and Returns, and the fulfillment of and compliance with the respective terms hereof and thereof by the CompanySeller or Solomon, and performance of its obligations hereunderas the case may be, do not and shall not (ai) materially violate conflict with any provision of the Articles of Incorporation or by-laws of Seller; (ii) conflict with, result in any material a breach of any of the provisions of, (b) violate or constitute a material default under any applicable law, judgment, order, ordinance, decree, rule, regulation or ruling of any court or governmental instrumentality; (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (ciii) except as would not materially impair or restrict subject to Seller obtaining the business of the Company and its Subsidiaries, taken as a whole, as conducted through the ClosingConsents, result in the termination of a breach of, conflicts with, constitute a default under or permit any party to terminate, modify, accelerate the performance required by any of or cancel the terms, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, any agreement, lease, license, indenture, instrument of indebtedness or give rise other obligations to which Seller or Solomon is a party or by which Seller or Solomon may be bound; or (iv) create any material obligation of the Company and/or any of its Subsidiaries under liability, mortgage, lien, pledge, condition or result in the loss encumbrance of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, nature whatsoever upon any of the shares of capital stock Acquired Assets, Inventory or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third party, in each caseReturns, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries is subjectthis Agreement.

Authorization; No Breach. Assuming receipt (i) The board of and subject to the consents set forth on Section 5D directors or managers of the Company Disclosure Letter and the HSR ApprovalSellers (to the extent a Seller is an entity), except 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 or managers of the Company and the Sellers, have unanimously (a) approved and authorized the execution and delivery of this Agreement, (b) approved the consummation of the transactions contemplated hereby, including the Merger, and (c) determined that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are advisable. No other act (corporate or otherwise), other than the execution by Sellers of this Agreement, or other proceeding on the part of Company is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Company and constitutes a valid and binding obligation of Company enforceable in accordance with its terms. Each of the agreements contemplated hereby, when executed and delivered, shall have been duly executed and delivered by Company and constitute the valid and binding obligation of Company, enforceable in accordance with its terms. The consent of the board of directors of the Company and the Sellers are the only votes, consents, approval or other corporate actions of the holders of the Company Stock necessary to approve, authorize and adopt this Agreement, the Merger, the other agreements contemplated hereby and the other transactions contemplated hereby and thereby and to consummate the Merger and the other transactions contemplated hereby and thereby. The Sellers owns (beneficially and of record) 100% of the Company Stock. (ii) Except as set forth on Section 5D of the Company Disclosure LetterSchedule 6D(ii), the execution and delivery of this Agreement by Company and the Company, and performance consummation of its obligations hereunder, the transactions contemplated hereby do not (a) materially violate conflict with or result in any material breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, whether with or without due notice or lapse the passage of time, the giving of notice or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict give any third party the business of the Company and its Subsidiariesright to modify, taken as a whole, as conducted through the Closing, result in the termination of terminate or accelerate the performance required by any of the terms, conditions or provisions ofobligation under, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, Encumbrances upon any of the shares of capital stock or any material assets or properties portion of the Company Stock or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction assets of the Buyer and/or any of its Affiliates) Company pursuant to or (fe) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated pursuant to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents provisions of the Company articles of incorporation or any bylaws of its SubsidiariesCompany, (II) any agreement, instrument, license, permit, judgment, order or decree to which Company Material Contract or Lease is subject, or (III) any Applicable Law to which the Company or any of its Subsidiaries is subject. Company is not a party to or bound by any Contract with respect to a Company Transaction other than this Agreement, and each such Person has terminated all discussion with third parties (other than with Parent and its Affiliates) regarding Company Transactions.

Authorization; No Breach. Assuming receipt The execution, delivery and performance of this Agreement and subject to the consents set forth on Section 5D all of the other agreements and instruments contemplated hereby to which the Company Disclosure Letter is a party, the offering, sale and issuance of the Preferred Stock hereunder, the repurchase of the Repurchased Shares pursuant hereto, the consummation of the transactions contemplated by the Stock Purchase Agreement, the consummation of the Senior Debt Transaction, the issuance of Common Stock upon the conversion of the Convertible Preferred Stock, the amendment and restatement of the Articles of Incorporation and the HSR Approvalamendment and restatement of the Bylaws have been duly authorized by the Company. This Agreement and the Stock Purchase Agreement each constitute a valid and binding obligation of the Company, except enforceable in accordance with their respective terms, and the Articles of Incorporation, when filed under the laws of the State of California in accordance with the terms hereof, and all other agreements and instruments contemplated hereby to which the Company is a party, when executed and delivered by the Company in accordance with the terms hereof, shall each constitute a valid and binding obligation of the Company, enforceable in accordance with their respective terms. Except as set forth on Section 5D of the Company Disclosure Letterattached Restrictions Schedule, the execution and delivery by the Company of this Agreement and all other agreements and instruments contemplated hereby to which the Company is a party, the offering, sale and issuance of the Preferred Stock hereunder, the repurchase of the Repurchased Shares pursuant hereto, the consummation of the transactions contemplated by the CompanyStock Purchase Agreement, the consummation of the Senior Debt Transaction, the issuance of Common Stock upon the conversion of the Convertible Preferred Stock, the amendment and performance restatement of its obligations hereunderthe Articles of Incorporation, the amendment and restatement of the Bylaws and the fulfillment of and compliance with the respective terms hereof and thereof by the Company do not and shall not (ai) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair constitute a default under (whether with or restrict without the business passage of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inactiontime, the payment by the Company and/or any giving of its Subsidiaries of any severance, change-of-control notice or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofboth), (eiii) result in the creation of any material Lien, Lien upon any of the shares of Company's capital stock or any material assets pursuant to, (iv) give any third party the right to modify, terminate or properties of the Company or its Subsidiariesaccelerate any obligation under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to or declaration to, or filing with, any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company party or any court or administrative or governmental body or agency pursuant to, the Company's articles of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvalsincorporation or bylaws, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiariesmaterial law, (II) any Company Material Contract statute, rule or Lease or (III) any Applicable Law regulation to which the Company is subject, or any of its Subsidiaries material agreement, instrument, order, judgment or decree to which the Company is subject. Neither the Company nor any of the Sellers is a party to or bound by any written or oral agreement or understanding with respect to a Company Transaction other than this Agreement, and all of them have terminated all discussions with third parties (other than the Purchasers) regarding Company Transactions (other than any unsolicited communications from third parties as to which the Company and the Sellers have responded that they are unable to discuss a Company Transaction).

Authorization; No Breach. Assuming receipt ‌ (a) The execution, delivery and performance of this Agreement and all other Transaction Documents to which Purchaser is a party or by which Purchaser is bound have been duly authorized by all requisite corporate action. This Agreement and all other Transaction Documents to which Purchaser is a party or by which the Purchaser is bound, when executed and delivered by Purchaser (assuming due and valid authorization, execution and delivery by the other parties hereto and thereto) in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of Purchaser, enforceable in accordance with its terms, in each case subject to the consents set forth on Section 5D effect of the Company Disclosure Letter any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights and the HSR Approval, except as set forth on Section 5D of the Company Disclosure Letter, remedies generally. (b) Neither the execution and the delivery of this Agreement by or the Companyother Transaction Documents, and performance nor the consummation of its obligations hereunderthe transactions contemplated hereby or thereby, do not will (ai) materially violate or any provision of the Governing Documents of the Purchaser; (ii) violate any Order to which Purchaser is subject; (iii) conflict with, result in any material a violation or breach of any of the provisions ofContract, constitute (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of timetime or both) a default under, result (either alone or in combination with another event) in the acceleration of, create in any party the right to accelerate, terminate, modify, or bothcancel, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss obligation to make any payment (including any change of control, severance or similar payments) or require any material Intellectual Property Rights notice under any Contract to which the Purchaser is a party or a material benefit of the Company and/or by which it is bound or to which any of its Subsidiaries under the express terms of, assets is subject (e) or result in the creation imposition of any material Lien, Lien upon any of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) assets); or (fiv) require violate any material Law to which Purchaser is subject. (c) The Purchaser does not need to give any notice to, make any filing with, or obtain any authorization, consent, approval, exemption or other material action approval of any Government Entity in connection with the consummation of the transactions contemplated by or material notice to any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and or the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries is subjectTransaction Documents.

Authorization; No Breach. (a) The execution, delivery and performance of this Agreement by Buyer and the consummation of the Transactions have been, and the execution, delivery and performance of the Transaction Documents will be at or prior to the Closing, duly and validly authorized by all requisite corporate action by Buyer, and no other corporate proceedings on the part of Buyer are necessary to authorize the execution, delivery or performance of this Agreement or the Transaction Documents by Buyer. This Agreement has been, and the other Transaction Documents to which Buyer is or will be a party have been or will be, duly and validly executed and delivered by Buyer, and, assuming that this Agreement and each other Transaction Document to which it is a party is a valid and binding obligation of Sellers and/or the other parties thereto, this Agreement and each such Transaction Document constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights or to general principles of equity. (b) Assuming receipt of and subject to the consents set forth on Section 5D Antitrust Approvals, Buyer is not subject to or obligated under its articles of the Company Disclosure Letter incorporation or bylaws (or equivalent organizational documents), any applicable Law, or any material agreement or instrument, or any material license, franchise or permit, that will be breached or violated in any material respect by Buyer’s execution, delivery and the HSR Approval, except as set forth on Section 5D of the Company Disclosure Letter, the execution and delivery performance of this Agreement by the Company, and performance of its obligations hereunder, do not (a) materially violate or result in any material breach of any of the provisions of, (b) violate other Transaction Documents to which it is or constitute will be a material default under (or constitute any event which, with or without due notice or lapse of timeparty, or boththe consummation of the Transactions, except for any such breaches or violations that would constitute a material violation of not, individually or material default under)in the aggregate, (c) except as would not reasonably be expected to prevent, materially delay or materially impair or restrict the business ability of Buyer to consummate the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, upon any of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries is subjectTransactions.

Authorization; No Breach. Assuming receipt The execution, delivery and performance of this Agreement, the Warrants, the Investor's Rights Agreement and all other agreements contemplated hereby to which the Company is a party and the filing of the Articles of Amendment have been duly authorized by the Board of Directors of the Company. This Agreement, the Warrants, the Investor's Rights Agreement, the Restated Articles of Incorporation as amended by the Articles of Amendment and each other agreement contemplated hereby to which the Company is a party each, subject to the consents set forth on Section 5D shareholder approval, constitutes a valid and binding obligation of the Company Disclosure Letter Company, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy and similar laws and general principles of equity. Except as disclosed on the Capitalization Schedule and the Contracts Schedule, and except for the HSR Approval, except as set forth on Section 5D of the Company Disclosure LetterFiling, the execution and delivery by the Company of this Agreement, the Investor's Rights Agreement and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Preferred Stock and the Warrants hereunder, the issuance of the Common Stock upon conversion of the Preferred Stock, the issuance of Warrants hereunder, the issuance of Common Stock upon exercise of Warrants, the filing of the Articles of Amendment and, subject to approval of the Company's shareholders that may be required by the Nasdaq Stock Market, the fulfillment of and compliance with the respective terms hereof and thereof by the Company, and performance of its obligations hereunder, do not and shall not (ai) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as constitute a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofdefault under, (eiii) result in the creation of any material Lienlien, security interest, charge or encumbrance upon the Company's or any of the shares of Subsidiary's capital stock or assets pursuant to, (iv) give any material assets third party the right to modify, terminate or properties of the Company or its Subsidiariesaccelerate any obligation under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to or declaration to, or filing with, any Governmental Entity court or other third partyadministrative or governmental body or agency pursuant to, in each case, except as has been obtained the Articles of Amendment or as contemplated to be obtained by the Company charter or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents bylaws of the Company or any of its SubsidiariesSubsidiary, (II) or any Company Material Contract law, statute, rule or Lease or (III) any Applicable Law regulation to which the Company or any of its Subsidiaries Subsidiary is subject, or any material agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject.

Authorization; No Breach. Assuming receipt The execution, delivery and performance of each of the Organizational Agreements, the Merger Documents, the Transaction Documents and subject all other agreements and instruments contemplated hereby and thereby to which the Borrower, the Company or any Guarantor is a party have been duly authorized by the Borrower, the Company and such Guarantor, as applicable. Each of the Organizational Agreements, the Merger Documents, the Transaction Documents and all other agreements and instruments contemplated hereby and thereby to which each of the Borrower, the Company or any Guarantor is a party each constitutes a valid and binding obligation of the Borrower, the Company and such Guarantor, as applicable, enforceable in accordance with its terms except as enforcement thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and except to the consents set forth on Section 5D extent enforcement thereof may be limited by the application of the Company Disclosure Letter and the HSR Approval, except as set forth on Section 5D general principles of the Company Disclosure Letter, the equity. The execution and delivery by each of the Borrower, the Company and each Guarantor of: (a) each of the Organizational Agreements, the Merger Documents, the Transaction Documents and all other agreements and instruments contemplated hereby and thereby to which the Borrower, the Company or any Guarantor, as applicable, is a party; (b) the offering, sale and issuance of the Note hereunder, or otherwise in accordance with this Agreement Agreement; and (c) the fulfillment of and compliance with the respective terms hereof and thereof by the CompanyBorrower, and performance of its obligations hereunderthe Company or each Guarantor, as applicable, do not and shall not (ai) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as constitute a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofdefault under, (eiii) result in the creation of any material LienLien (other than applicable Permitted Liens) upon the Borrower's, upon the Company's or any of their Subsidiaries' Capital Stock Interests or assets pursuant to, (iv) give any third party the shares of capital stock right to modify, terminate or accelerate any material assets or properties of the Company or its Subsidiariesobligation under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to or declaration to, or filing with (collectively "Consents and Filings"), any Governmental Entity third party (including any stockholder of the Borrower or other third partythe Company), in each casecourt or administrative or governmental body or agency pursuant to, except as has been obtained or as contemplated to be obtained by the Organizational Agreements of the Borrower, the Company or any of its Subsidiaries in this Agreement (including HSR Approval and their Subsidiaries, or any law, statute, rule or regulation to which the other consents and approvalsBorrower, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiariestheir Subsidiaries is subject (including any usury laws applicable to the Note), (II) or any Company Material Contract agreement, instrument, order, judgment or Lease or (III) any Applicable Law decree to which the Borrower, the Company or any of its their Subsidiaries is subject, except for Consents and Filings which have been obtained or made. Except as set forth on the RESTRICTIONS SCHEDULE attached hereto, none of the Subsidiaries is subject to any restrictions upon making loans or advances or paying Distributions to, transferring property to, or repaying any Indebtedness owed to, the Borrower, the Company or another Subsidiary of the Company.

Authorization; No Breach. Assuming receipt (a) The Company’s execution, delivery and performance of this Agreement and subject the Ancillary Agreements to which it is a party have been duly authorized by all requisite corporate action on the consents set forth on Section 5D part of the Company. This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, and all Ancillary Agreements to which the Company is a party, when executed and delivered by such party in accordance with the terms hereof and thereof, shall constitute a valid and binding obligation of the Company Disclosure Letter and the HSR Approvalenforceable in accordance with its terms, except (i) for the approval of its stockholders of the sale of the Purchased Assets which shall be obtained prior to January 31, 2016 and (ii) as may be limited by applicable bankruptcy, insolvency or similar Laws affecting creditors rights generally or by general principles of equity. (b) Except as set forth on Section 5D of the Company Disclosure LetterSchedule 5.2(b), the execution and delivery by the Company of this Agreement and the Ancillary Agreements to which it is a party, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, Company does not and performance of its obligations hereunder, do shall not (ai) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair constitute a default under (whether with or restrict without the business passage of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inactiontime, the payment by the Company and/or any giving of its Subsidiaries of any severance, change-of-control notice or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofboth), (eiii) result in the creation of any material LienLien upon the Purchased Assets pursuant to, upon (iv) give any of third party the shares of capital stock right to modify, terminate or accelerate any material assets or properties of the Company or its Subsidiariesobligation under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice or declaration to, or filing with, any third party or any Government Entity pursuant to any Governmental Entity (A) the certificate of incorporation, bylaws or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents fundamental organizational documents of the Company or any of its SubsidiariesCompany, (IIB) any Company Material Contract Law or Lease or (III) any Applicable Law Order to which the Company is subject, subject to the Company obtaining approval of its stockholders on or prior to January 31,2016, or (C) any Contract, Permit, or other agreement or instrument to which the Company is a party or by which it or any of its Subsidiaries the Purchased Assets is subjectbound.

Authorization; No Breach. Assuming receipt of and subject (a) The Company Board has duly adopted resolutions pursuant to the consents set forth on Section 5D of which the Company Disclosure Letter Board (i) approved and the HSR Approval, except as set forth on Section 5D of the Company Disclosure Letter, authorized the execution and delivery of this Agreement and the other Transaction Documents to which the Company is or will be a party, (ii) approved the consummation of the Transactions, including the Merger, (iii) determined that the execution and delivery of this Agreement, the other Transaction Documents to which it is or will be a party, and the consummation of the Transactions is advisable, (iv) recommended that the Stockholders of the Company approve this Agreement and the Merger and (v) directed that this Agreement and the Merger be submitted to the Stockholders of the Company for their approval. Such resolutions have not been rescinded or modified and are in full force and effect. This Agreement has been, and each other Transaction Document to which the Company is a party will be, duly executed and delivered by the Company and, assuming this Agreement and each other Transaction Document to which it is a party is a valid and binding obligation of Buyer and/or the other parties thereto, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by the application of bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights or to general principles of equity. (b) Except as have been obtained on or before the date of this Agreement, the approval of the holders of a majority of the outstanding capital stock of the Company entitled to vote thereon is the only vote or approval of the Company’s Stockholders required to approve this Agreement and the Merger (the “Necessary Stockholder Approval”). (c) Assuming receipt of the consents set forth on Schedule 3.02(c), the Necessary Stockholder Approval and the HSR Approval, and except as set forth on Schedule 3.02(c)(b), the execution, delivery and performance by the Company of its obligations hereunderthis Agreement, the other Transaction Documents to which it is or will be a party and the consummation of the Transactions, do not (a) materially violate and will not conflict with or result in any material breach violation of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to a right of termination, cancellation, modification or acceleration of any material obligation or loss of the Company and/or any of its Subsidiaries under material benefit under, or result in the loss of any material Intellectual Property Rights imposition or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, Lien upon any of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company Company’s or any of its Subsidiaries in this Agreement Subsidiaries’ properties or assets (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under tangible or intangible) under: (Ii) the Organizational Documents certificate of incorporation, bylaws or equivalent organizational documents of the Company or any of its Subsidiaries, ; (IIii) any Company Material Contract or Lease or (III) any Applicable Law material contract to which the Company or any of its Subsidiaries is subjecta party or by which they or any of their respective properties or assets is bound; (iii) the Necessary Stockholder Approval or the Company Board approval; or (iv) any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets (whether tangible or intangible). None of the Company, any of its Subsidiaries or any Stockholder is party to or bound by any contract that grants any Person any right of first refusal, right of first offer, right of first negotiation, notice, waiting period or other similar right in connection with a change in control of the Company (including the Transactions).

Authorization; No Breach. (a) The execution, delivery and performance of this Agreement and each Ancillary Agreement to which such Company Seller is party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by such Company Seller. This Agreement has been, and at the Closing, each Ancillary Agreement to which such Company Seller is party shall be, duly executed and delivered by such Company Seller. This Agreement constitutes a valid and binding obligation of such Company Seller enforceable in accordance with its terms, except as limited by the application of bankruptcy, moratorium and other laws affecting creditors’ rights generally and as limited by the availability of specific performance and the application of equitable principles. Each Ancillary Agreement to which such Company Seller is party, when executed and delivered by such Company Seller, shall constitute a valid and binding obligation of such Company Seller, enforceable in accordance with its terms, except as limited by the application of bankruptcy, moratorium and other laws affecting creditors’ rights generally and as limited by the availability of specific performance and the application of equitable principles. (b) Assuming receipt of and subject to the consents set forth on Section 5D of the Company Disclosure Letter and the HSR Approval, except as set forth on Section 5D of the Company Disclosure Letterexecution, the execution delivery and delivery performance of this Agreement and each Ancillary Agreement to which such Company Seller is party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, and performance of its obligations hereunder, Buyer do not and shall not (ai) materially violate conflict with or result in any material a breach of any of the provisions or violation of, (bii) violate or constitute a material default under (or constitute any event which, whether with or without due notice or lapse the passage of time, the giving of notice or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (eiii) result in the creation of any material LienLien upon, upon or the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in, its Company Units or any of the shares of capital stock or any material assets or properties of the Company Entities pursuant to, (iv) give any third party the right to modify, amend, terminate, cancel or its Subsidiariesaccelerate, other than or cause or result in any Permitted Encumbrances(s) (excluding modification, amendment, termination, cancellation or acceleration of, any Liens resulting from obligation or right, allow the imposition of any actions taken by material fees or at penalties, require the direction offering or making of the Buyer and/or any of its Affiliates) material payment or redemption under, or (fv) require create any material authorization, consent, approval, exemption or other material action by or material notice right to any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company payment or any other right (concurrently or with the passage of its Subsidiaries in this Agreement (including HSR Approval and time and/or upon the other consents and approvalsoccurrence of one or more events or conditions) pursuant to, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the such Company or Seller, any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the such Company Seller is subject, or any of its Subsidiaries contract, agreement or instrument to which such Company Seller is subjectparty or bound.

Authorization; No Breach. Assuming receipt (a) The board of and subject to the consents set forth on Section 5D directors of the Company Disclosure Letter Company, by resolutions duly adopted at a meeting duly called and the HSR Approvalheld, except as set forth on Section 5D or by written consent in lieu of a meeting of the Company Disclosure Letterboard of directors, has (i) approved and authorized the execution and delivery of this Agreement and each other Transaction Agreement to which the Company is a party, (ii) approved the consummation of the transactions contemplated hereby and thereby, including the Merger, (iii) determined that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby is 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. This Agreement and each of the other Transaction Agreements to which the Company is a party have been duly executed and delivered by the Company. This Agreement, assuming due authorization, execution and delivery by the other Parties hereto, constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, and each other Transaction Agreement to which the Company is a party, when executed and delivered by the Company, and performance of its obligations hereunderassuming due authorization, do not (a) materially violate or result in any material breach of any of execution and delivery by the provisions ofother parties to such Transaction Agreements, (b) violate or shall constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company valid and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material binding obligation of the Company and/or any enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, and to general principles of its Subsidiaries under equity. (b) Except as set forth on Schedule 8.3(b), the execution, delivery and performance of this Agreement and each other Transaction Agreement to which the Company is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the respective terms hereof and thereof by the Company do not and shall not (i) conflict with or result in the loss of any material Intellectual Property Rights a breach or a material benefit of the Company and/or any of its Subsidiaries under the express terms violation of, (eii) constitute a default under (whether with or without the passage of time, the giving of notice or both), (iii) result in the creation of any material LienLien or other Encumbrance upon (except for Permitted Encumbrances), upon or the grant, assignment, or transfer to any other Person of the shares of capital stock any other right or interest under, to, or in, any material assets or properties Equity Securities of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or Company’s assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate, or cause or result in any modification, termination or acceleration of, any obligation, or cause or result in any disclosure, license, or making available of its Affiliates) any Trade Secrets of the Company, under, or (fv) require create any material right to payment or any other right (concurrently or with the passage of time and/or upon the occurrence of one or more events or conditions) pursuant to, the Organizational Documents of the Company, any Law to which the Company is subject, or any contract, agreement, or instrument to which the Company is a party or bound. (c) Except as set forth on Schedule 8.3(c), no authorization, consent, approval, exemption or other material action by or material by, notice to or filing with, any Governmental Entity or other third partyPerson is required in connection with the execution, in each case, except as has been obtained or as contemplated to be obtained by the Company or any delivery and performance of its Subsidiaries in this Agreement (including HSR Approval and the each other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law Transaction Agreement to which the Company is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the respective terms hereof and thereof, except for the filing of (i) the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) any required filing under the HSR ACT and clearance thereunder, and (iii) such consent, approval, order or authorization of, or registration, declaration or filing that would not reasonably be expected to be material to the Company, result in a material liability to the Company, or the business of the Company, or otherwise have a material adverse impact on the business of the Company, the Company, or the assets of the Company, or would prevent, materially impair, or materially delay the consummation of any of its Subsidiaries is subjectthe transactions contemplated hereby.

Authorization; No Breach. Assuming receipt The execution, delivery and performance by ------------------------ each HTI Company of this Agreement, the other agreements contemplated hereby to which it is a party and subject to the consents set forth on Section 5D each of the transactions contemplated hereby or thereby, have been duly and validly authorized by such HTI Company Disclosure Letter and no other corporate act or proceeding on the HSR Approvalpart of such HTI Company, except as set forth on Section 5D its board of directors or its stockholders is necessary to authorize the execution, delivery or performance by such HTI Company Disclosure Letter, the execution and delivery of this Agreement by or any other agreement contemplated hereby to which it is a party or the Company, and performance of its obligations hereunder, do not (a) materially violate or result in any material breach consummation of any of the provisions oftransactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each HTI Company and this Agreement constitutes, and the other agreements contemplated hereby to which such HTI Company is a party, upon execution and delivery by such HTI Company in accordance with the terms hereof will each constitute, a valid and binding obligation of such HTI Company, enforceable against it in accordance with its terms. The execution and delivery by each HTI Company of this Agreement and all other agreements contemplated hereby to which such HTI Company is a party, and the fulfillment of and compliance with the respective terms thereof by such HTI Company does not and shall not (bi) violate or constitute a material default under (or constitute any event which, conflict with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any a breach of the terms, conditions or provisions of, (dii) except as would not materially impair constitute a default under (whether with or restrict without the business giving of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inactionnotice, the payment by the Company and/or any passage of its Subsidiaries of any severance, change-of-control time or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofboth), (eiii) result in the creation of any material LienLien upon the Purchased Assets, upon (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (fvi) require any material permit, authorization, consent, approval, exemption or other material action by or material notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the certificate of incorporation or bylaws of any HTI Company, or any law, statute, rule or regulation to which such HTI Company is subject, or any Governmental Entity instrument, contract, lease, license, order, judgment, decree or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law agreement to which the such HTI Company or any of its Subsidiaries is subject.

Authorization; No Breach. Assuming receipt The execution, delivery and performance of this Agreement and subject all other agreements contemplated hereby to which the consents set forth on Section 5D Company is a party, and the filing of the Company Disclosure Letter Certificate of Designations and the HSR ApprovalCertificate of Amendment have been duly authorized by the Company. This Agreement, the Certificate of Amendment, the Certificate of Incorporation, the Certificate of Designations and all other agreements contemplated hereby each constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as set forth on Section 5D such enforcement may be limited by (i) any applicable constitutional, bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and (ii) general principles of the Company Disclosure Letter, the equity (regardless of whether enforceability is considered in a proceeding in equity or at law. The execution and delivery by the Company of this Agreement and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the 9% Preferred Stock hereunder, the filing of the Certificate of Amendment and the Certificate of Designations, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, and performance of its obligations hereunder, Company do not and shall not (ai) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as constitute a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofdefault under, (eiii) result in the creation of any material Lienlien, security interest, charge or encumbrance upon the Company's or any of the shares of Subsidiary's capital stock or assets pursuant to, (iv) give any material assets third party the right to modify, terminate or properties of the Company or its Subsidiariesaccelerate any obligation under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity court or other third partyadministrative or governmental body pursuant to, in each case, except as has been obtained the Certificate of Amendment or as contemplated to be obtained by the Company Certificate of Designations or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents charter or by-laws of the Company or any of its SubsidiariesSubsidiary, (II) or any Company Material Contract law, statute, rule or Lease or (III) any Applicable Law regulation to which the Company or any of its Subsidiaries Subsidiary is subject, or any agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject.

Authorization; No Breach. Assuming receipt The execution, delivery and performance of this Agreement and subject to the consents set forth on Section 5D other agreements contemplated hereby and the consummation of the Company Disclosure Letter transactions contemplated hereby and thereby have been duly and validly authorized by Seller and the HSR ApprovalTrust. No other corporate act or proceeding on the part of Seller, except its Board of Directors or its shareholders is necessary to authorize the execution, delivery or performance by the Seller of this Agreement, any other agreement contemplated hereby or the consummation of the transactions contemplated hereby or thereby. No other act or proceeding on the part of the Trust, its shareholders or its beneficiaries is necessary to authorize the execution, delivery or performance by the Trust of this Agreement, any other agreement contemplated hereby or the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Seller, the Trust and the Shareholders and this Agreement constitutes and the other agreements contemplated hereby upon execution and delivery by Seller, the Trust and the Shareholders shall each constitute, a valid and binding obligation of Seller, the Trust and the Shareholders, as applicable, enforceable in accordance with their terms. Except as set forth on Section 5D of the Company Disclosure LetterSchedule 3.14, the execution execution, delivery and delivery performance of this Agreement and the other agreements contemplated hereby by Seller, the Company, Trust and performance the Shareholders and the consummation of its obligations hereunder, the transactions contemplated hereby and thereby do not and shall not (a) materially violate conflict with or result in any material breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event whichunder, with or without due notice or lapse of timeresult in a violation of, or both, would constitute a material violation cause the acceleration of or material default any obligation under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lienlien, security interest, charge or encumbrance upon any of the shares of capital stock or any material assets or properties of the Company or its SubsidiariesPurchased Assets under, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (fd) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity court or other third partygovernmental body under the provisions of Seller's certificate of incorporation, in each caseor its by-laws, except as has been obtained the Trust's declaration of trust, any indenture, mortgage, lease, loan agreement or as contemplated other agreement or instrument to be obtained by which Seller, the Company Trust or the Shareholders are bound or affected or any of its Subsidiaries in this Agreement (including HSR Approval and law, statute, rule, regulation, judgment, order or decree to which Seller, the other consents and approvals, if any, contemplated Trust or the Shareholders are subject or by Section 2A(i)), under (I) the Organizational Documents which any of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries is subjectPurchased Assets are bound.

Authorization; No Breach. Assuming receipt (a) The Company has full corporate power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement to be executed by the Company in connection with the transactions contemplated by this Agreement (the ”Company Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and subject to the consents set forth on Section 5D each of the Company Disclosure Letter Documents by the Company and the HSR Approvalconsummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite corporate action, except as set forth and no other corporate proceedings on Section 5D its part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been, and each of the Company Disclosure LetterDocuments will be at or prior to the Closing, the execution duly and delivery of this Agreement validly authorized, executed and delivered by the Company, and assuming that this Agreement and each of the Company Documents is a valid and binding obligation of the other parties hereto and thereto, this Agreement constitutes, and each of the Company Documents when so executed and delivered will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except as may be limited by the Enforceability Exceptions. (b) Except for the requirements under the HSR Act and any Other Antitrust Regulations that are required for the consummation of the transactions contemplated hereby and set forth on the Governmental Consents Schedule and as set forth on the Authorization Schedule, the execution, delivery and performance of this Agreement and each of the Company Documents by the Company and the consummation of the transactions contemplated hereby and thereby, or compliance by the Company or its obligations hereunder, do not (a) materially violate or result in any material breach of Subsidiaries with any of the provisions hereof or thereof, do not and will not conflict with, result in any breach of, (b) violate or require any notice under, constitute a material default under (or constitute any event which, with or without due notice or lapse of time, time or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions a violation of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, Lien upon any properties or assets of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement under, give rise to any right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or give rise to any obligation of the Company or any of its Subsidiaries to make any payment under, any provision of (including HSR Approval and i) any of the Company’s or any of its Subsidiaries’ articles of incorporation, by-laws, limited liability company agreement or other consents and approvalsorganizational documents, if any(ii) any Contract required to be set forth on the Contracts Schedule, contemplated by Section 2A(i))(iii) any outstanding judgment, under (I) order or decree applicable to the Organizational Documents Company or any of its Subsidiaries or any of the properties or assets of the Company or any of its Subsidiaries, or (IIiv) any Company Material Contract or Lease or (III) any Applicable applicable Law to which the Company or any of its Subsidiaries is subject, except, with respect to the foregoing clauses (ii), (iii) and (iv), as would not be material to the Company and its Subsidiaries taken as a whole.

Authorization; No Breach. Assuming receipt (a) Seller has full limited liability company power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement to be executed by Seller in connection with the transactions contemplated by this Agreement (the “Seller Documents”) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by Seller and each of the Seller Documents by Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite action, and no other proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement or the Seller Documents. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly authorized, executed and delivered by Seller, and assuming that this Agreement and each of the Seller Documents is a valid and binding obligation of the other parties hereto and thereto, this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights or to general principles of equity. (b) The execution, delivery and performance of this Agreement by Seller and the consents set forth on Section 5D consummation by Seller of the Company Disclosure Letter transactions contemplated hereby do not and will not conflict with, result in any breach of, require any notice under or result in any violation of the HSR Approval, except provisions of Seller’s Governing Documents. Except as set forth on Section 5D of the Company Disclosure LetterSeller Authorization Schedule, the execution execution, delivery and delivery performance of this Agreement and each of the Seller Documents by Seller and the Company, consummation of the transactions contemplated hereby and performance of its obligations hereunder, thereby do not (a) materially violate or and will not conflict with, result in any material breach of any of the provisions of, (b) violate or require any notice under, constitute a material default under (or constitute any event whichunder, with or without due notice or lapse of time, or both, would constitute result in a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation right of the Company and/or any of its Subsidiaries under termination, modification, cancellation, or result in the loss of any material Intellectual Property Rights right or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofunder, (e) result in the creation of any material Lien, Lien upon any of the shares of capital stock or any material assets of Seller, including the Shares, under, or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other action under any material action by or material notice to any Governmental Entity indenture, mortgage, lease, loan agreement or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company Contract or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries Seller is subject.

Authorization; No Breach. Assuming receipt of The execution, delivery and subject to the consents set forth on Section 5D performance of the Company Disclosure Letter Transaction Agreements and all other agreements contemplated hereby or thereby to which the HSR ApprovalIssuer or any of its Subsidiaries is a party, the filing of the Certificate of Designation have been duly and validly authorized by the Issuer. The Transaction Agreements and all other agreements contemplated hereby to which the Issuer or any of its Subsidiaries is a party each constitutes a valid and binding obligation of the Issuer or such Subsidiary, as applicable, enforceable in accordance with its terms. The issuance of the Common Stock upon conversion of the Series C Shares will not require any further corporate action (except for action related to any anti-dilution adjustments) on the part of the Issuer except as required pursuant to Section 5.07 and, except as set forth on Section 5D in Capitalization Schedule (b), will not be subject to any preemptive right, right of the Company Disclosure Letter, the first refusal or other similar right. The execution and delivery by the Issuer of this Agreement and all other agreements contemplated hereby to which the Issuer is a party, the offering, sale and issuance of the Securities hereunder, the issuance of Common Stock upon conversion of the Series C Shares, the filing of the Certificate of Designation, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, and performance of its obligations hereunderIssuer, do not and shall not (ai) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as constitute a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofdefault under, (eiii) result in the creation of any material Lien, Lien upon the Issuer's or any of the shares of Subsidiary's capital stock or assets pursuant to, (iv) give any material assets third party the right to modify, terminate or properties of the Company or its Subsidiariesaccelerate any obligation under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to or declaration to, or filing with, any Governmental Entity court or other third partyadministrative or governmental body or agency pursuant to, in each case, except as has been obtained the articles of incorporation or as contemplated to be obtained by bylaws of the Company Issuer or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvalsSubsidiary, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiarieslaw, (II) any Company Material Contract statute, rule or Lease regulation, order, judgment or (III) any Applicable Law decree to which the Company Issuer or any of its Subsidiaries Subsidiary is subject, or any material agreement or instrument to which the Issuer or any Subsidiary is subject, except for such matters that would not have a Material Adverse Effect.

Authorization; No Breach. Assuming receipt The execution, delivery and performance of this Agreement and subject the other Seller Documents to which the consents set forth Purchaser is a party have been duly authorized by all necessary corporate action on Section 5D the part of the Company Disclosure Letter Purchaser. This Agreement and each other Seller Document to which the HSR ApprovalPurchaser is a party has been duly and validly executed and delivered by, and constitutes or, at the Closing, will constitute, a valid and binding obligation of, the Purchaser enforceable against the Purchaser in accordance with its respective terms except as set forth on Section 5D enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditor's rights generally (regardless of the Company Disclosure Letter, the whether such enforceability is considered in a proceeding at law or in equity). The execution and delivery by the Purchaser of this Agreement and each other Seller Document to which the Purchaser is a party and the fulfillment of, and the compliance with, the respective terms of this Agreement and the other Seller Documents to which the Purchaser is a party by the Company, and performance of its obligations hereunderPurchaser, do not and shall not (ai) materially violate conflict with, or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as constitute a default under or any event which with the giving of notice, passage of time or both would not materially impair or restrict the business of the Company and its Subsidiaries, taken as constitute a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms ofdefault under, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (eiii) result in the creation of any material Liena violation of, upon any of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, waiver, Order, Permit or exemption or other material action by or material notice notice, declaration or filing to or with any Governmental Entity or other third partyBody pursuant to, in each casethe corporate organizational documents of the Purchaser, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company Purchaser is subject, or any of its Subsidiaries Contract, Permit or Order to which the Purchaser is a named party and subject., except for consents or approvals set forth on SCHEDULE 7B.

Authorization; No Breach. Assuming receipt of and subject to the consents set forth on Section 5D of the The Company Disclosure Letter and the HSR ApprovalSubsidiaries have full ------------------------- corporate power and authority to execute, except as set forth on Section 5D of the Company Disclosure Letter, the execution deliver and delivery of enter into this Agreement by and to perform their obligations hereunder, and the Companyexecution, delivery and performance of its obligations hereunderthis Agreement, do not (a) materially violate or result in any material breach of any of the provisions ofNotes, (b) violate or constitute the Security Agreement, the Subsidiary Guarantee and the Warrants and all other transactions contemplated hereby have been duly authorized by the Company and the Subsidiaries, and this Agreement constitutes a material default under (or constitute any event whichlegal, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business valid and binding obligation of the Company and its the Subsidiaries, taken enforceable in accordance with its terms except as a wholethe enforceability hereof may be limited by (a) bankruptcy, insolvency, moratorium and similar laws affecting creditors= rights generally and (b) the availability of remedies under general equitable principles. The execution and delivery by the Company and the Subsidiaries of this Agreement and the Security Agreement, and the Subsidiary Guarantee and the issuance of the Notes and the Warrants by the Company pursuant to this Agreement, and the performance and fulfillment of the Company and the Subsidiaries of their obligations under this Agreement, the Security Agreement, the Notes, the Subsidiary Guarantee and the Warrants, as conducted through the Closingcase may be, do not and will not (i) conflict with or result in the termination of or accelerate the performance required by any a breach of the terms, conditions or provisions of, (dii) except as constitute a default under, or event which, with notice or lapse of time or both, would not materially impair constitute a breach of or restrict default under, (iii) give any third party the business of the Company and its Subsidiariesright to accelerate any obligation under or terminate, taken as (iv) result in a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms violation of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or (v) result in the loss of any material Intellectual Property Rights license, certificate, legal privilege or a material benefit of legal right enjoyed or possessed by the Company and/or any of its or the Subsidiaries under the express terms ofunder, (evi) or result in the creation imposition of (or the obligation to create or impose) any material Lien, Lien upon any of the shares of capital stock property or any material assets or properties of the Company or its the Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (fvii) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity court or administrative or governmental body pursuant to or require the consent of any other third partyperson under, in each case, except as has been obtained the Certificate of Incorporation or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents By-Laws of the Company or the Subsidiaries or any of its Subsidiarieslaw, (II) any Company Material Contract statute, rule or Lease or (III) any Applicable Law regulation to which the Company or the Subsidiaries are subject or by which any of its their properties are bound, or any agreement, instrument, order, judgment or decree to which the Company or the Subsidiaries is subjectare subject or by which their properties are bound or (viii) give any securityholder or other party the right to any antidilution or similar adjustment, including, without limitation, to the conversion or exercise prices or rates of the instruments held by such securityholder or party.

Authorization; No Breach. Assuming receipt The execution, delivery and ------------------------ performance of this Agreement, the Registration Agreement, the Securityholders Agreement, the Executive Securities Agreements, the Performance Vesting Agreement, and subject all other agreements contemplated hereby to which the consents set forth on Section 5D Company is a party, and the amendment and restatement of the LLC Agreement, have been duly authorized by the Company. This Agreement, the Registration Agreement, the Securityholders Agreement, the Executive Securities Agreements, the Performance Vesting Agreement, and all other agreements contemplated hereby to which the Company Disclosure Letter is a party each constitutes a valid and binding obligation of the HSR ApprovalCompany, enforceable in accordance with its terms, except as set forth enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and limitations on Section 5D the availability of the Company Disclosure Letter, the equitable remedies. The execution and delivery by the Company of this Agreement Agreement, the Registration Agreement, the Securityholders Agreement, the Executive Securities Agreements, the Performance Vesting Agreement, and all other agreements contemplated hereby to which the Company is a party and the consummation of the transactions contemplated hereby and thereby, the offering, sale and issuance of the Preferred Units hereunder (including under all predecessor agreements hereto) and the Common Units under the Executive Securities Agreements, the issuance of the Company's equity securities under the Permitted Securities Plan (as defined below), the issuance of the Common Units upon conversion of the Preferred Units, the amendment and restatement of the LLC Agreement, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, and performance of its obligations hereunder, do not and shall not (ai) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as constitute a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofdefault under, (eiii) result in the creation of any material Lienlien, security interest, charge or encumbrance upon any of the shares of capital stock Company's or any material Subsidiary's equity securities or assets pursuant to, (iv) give any third party the right to modify, terminate or properties of the Company or its Subsidiariesaccelerate any obligation under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to or declaration to, or filing with, any Governmental Entity court or other third partyadministrative or governmental body or agency, in each casepursuant to, except as has been obtained or as contemplated to be obtained by the Company LLC Agreement of the Company, or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvalslaw, if anystatute, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company rule or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law regulation to which the Company or any of its Subsidiaries Subsidiary is subject, or any agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject.

Authorization; No Breach. Assuming receipt (i) If an individual, such Seller is legally competent to execute and deliver and perform such Seller’s obligations under this Agreement and the other agreements, documents and instruments contemplated hereby to be executed and delivered by such Seller at Closing. If not an individual, such Seller has taken all limited liability company or limited partnership, as applicable, acts and other limited liability company or limited partnership, as applicable, proceedings required to be taken by such Seller to authorize the execution, delivery and performance of this Agreement and subject the other agreements, documents and instruments contemplated hereby to be executed and delivered by such Seller at Closing and the consents set forth on Section 5D consummation of the Company Disclosure Letter transactions contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly executed and delivered by such Seller, and each of the other agreements, documents and instruments contemplated hereby to be executed and delivered by such Seller at Closing, when so executed and delivered, shall have been duly executed and delivered by such Seller, and this Agreement constitutes, and each of the other agreements, documents and instruments contemplated hereby to be executed and delivered by such Seller at Closing, when so executed and delivered shall constitute, a valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as such enforcement may be limited by the application of bankruptcy, moratorium and other laws affecting creditors’ rights generally and as such enforcement may be limited by the availability of specific performance and the HSR Approval, except application of equitable principles. (ii) Except as set forth on Section 5D 4B(ii) of the Company Disclosure Letter, the execution and delivery by such Seller of this Agreement does not and the consummation by such Seller of the Company, and performance of its obligations hereunder, do transactions contemplated hereby does not (aA) materially violate or result in any material a breach of any of the provisions of, (bB) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (cC) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions a violation of, (dD) except as would not materially impair give any third party the right to terminate or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to accelerate any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms ofobligation under, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, upon any of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (fE) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity court or other third partygovernmental body, in each caseunder any provision of the certificate of formation or limited liability company agreement or limited partnership agreement, except as has been obtained or as contemplated to be obtained by the Company applicable, of such Seller (if not an individual), or any of such Seller’s material contracts, or any material judgment, order or decree applicable to such Seller or any material statute, law, ordinance, rule or regulation applicable to such Seller, other than any such breaches, defaults, violations or rights that, individually or in the aggregate, would not have a have a material adverse effect on the ability of such Seller to perform any of his, her or its Subsidiaries in material obligations under this Agreement (including HSR Approval Agreement, and the other consents and than any such authorizations, consents, approvals, if anyexemptions or other actions required under the HSR Act or the failure of which to obtain would not, contemplated by Section 2A(i))individually or in the aggregate, under (I) have a have a material adverse effect on the Organizational Documents ability of the Company or such Seller to perform any of his, her or its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries is subjectmaterial obligations under this Agreement.

Authorization; No Breach. Assuming receipt (a) Seller has full limited liability company power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement to be executed by Seller in connection with the transactions contemplated by this Agreement (the “Seller Documents”) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by Seller and each of the Seller Documents by Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by all requisite action, and no other proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly authorized, executed and delivered by Seller, and assuming that this Agreement and each of the Seller Documents is a valid and binding obligation of the other parties hereto and thereto, this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights or to general principles of equity. (b) The execution, delivery and performance of this Agreement by Seller and the consents set forth on Section 5D consummation by Seller of the Company Disclosure Letter transactions contemplated hereby do not and will not conflict with, result in any breach of, require any notice under or result in any violation of the HSR Approval, except provisions of Seller’s certificate of formation or operating agreement. Except as set forth on Section 5D of the Company Disclosure LetterSeller Authorization Schedule, the execution execution, delivery and delivery performance of this Agreement and each of the Seller Documents by Seller and the Company, consummation of the transactions contemplated hereby and performance of its obligations hereunder, thereby do not (a) materially violate or and will not conflict with, result in any material breach of any of the provisions of, (b) violate or require any notice under, constitute a material default under (or constitute any event whichunder, with or without due notice or lapse of time, or both, would constitute result in a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, Lien upon any of the shares of capital stock or any material assets of Seller under, or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other action under any material action by or material notice to any Governmental Entity indenture, mortgage, lease, loan agreement or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company agreement or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries Seller is subject.

Authorization; No Breach. Assuming receipt The execution, delivery and ------------------------ performance of this Agreement, the Registration Rights Agreement and subject all other agreements contemplated hereby to which CSFB is or will be a party have been duly authorized by CSFB. This Agreement, the consents set forth on Section 5D Registration Rights Agreement and all other agreements contemplated hereby to which CSFB is or will be a party each constitutes a valid and binding obligation of the Company Disclosure Letter and the HSR Approvalsuch CSFB, enforceable in accordance with its terms, except as set forth on Section 5D (i) the enforceability thereof may be limited by bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other laws of general applicability affecting the Company Disclosure Letter, enforcement of creditors' or secured parties' rights or debtors' obligations generally and (ii) the availability of specific performance or other equitable remedies may be limited by equitable principles of general applicability (whether such matter is considered in a proceeding at law or in equity). The (x) execution and delivery by CSFB of this Agreement, the Registration Rights Agreement by the Companyand all other agreements contemplated hereby to which CSFB is or will be a party, and performance (y) fulfillment of its obligations hereunderand compliance with the respective terms hereof and thereof by CSFB, do not and shall not, except in respect of clause (ay) materially violate above, for filings and other actions to be performed upon the occurrence of certain future events, as contemplated by the Registration Rights Agreement, (i) conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as constitute a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofdefault under, (eiii) result in the creation of any material Lienlien, security interest, charge or encumbrance upon CSFB's assets pursuant to, (iv) give any of third party the shares of capital stock right to modify, terminate or accelerate any material assets or properties of the Company or its Subsidiariesobligation under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity court or other third partyadministrative or governmental body pursuant to, in each caseany law, except as has been obtained statute, rule or as contemplated regulation to be obtained by the Company which CSFB is subject, or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvalscontract, if anyagreement, contemplated by Section 2A(i))instrument, under (I) the Organizational Documents of the Company order, judgment or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law decree to which the Company or any of its Subsidiaries CSFB is subject, which such authorization, consent, approval, exemption, action or notice has not been obtained.

Authorization; No Breach. Assuming receipt The execution, delivery and performance of this Agreement and subject to the consents set forth on Section 5D all of the Company Disclosure Letter other agreements and instruments contemplated hereby to which Orius is a party, and the HSR Approvalconsummation of the transactions contemplated hereby and by each of the Other Reorganization Agreements have been duly authorized by Orius. This Agreement constitutes a valid and binding obligation of Orius, enforceable in accordance with its terms, and all Other Reorganization Agreements and instruments contemplated hereby to which Orius is a party, when executed and delivered by Orius in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of Orius, enforceable in accordance with their respective terms (except in each case as limited by applicable bankruptcy, reorganization, insolvency or similar laws). Except as set forth on Section 5D of the Company Disclosure Letterattached Orius Restrictions Schedule, the execution and delivery by Orius of this Agreement and the Other Reorganization Agreements and instruments contemplated hereby and thereby to which Orius is a party, the consummation of the transactions contemplated by this Agreement and the Company, Other Reorganization Agreements to which Orius is a party and performance the fulfillment of its obligations hereunder, and compliance with the respective terms hereof and thereof by Orius do not and shall not (ai) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair constitute a default under (whether with or restrict without the business passage of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inactiontime, the payment by the Company and/or any giving of its Subsidiaries of any severance, change-of-control notice or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofboth), (eiii) result in the creation of any material Lien, Lien upon Orius's or any of the shares of its Subsidiaries' capital stock or assets pursuant to, (iv) give any material assets third party the right to modify, terminate or properties of the Company or its Subsidiariesaccelerate any obligation under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to or declaration to, or filing with, any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company party or any court or administrative or governmental body or agency pursuant to, Orius's Articles of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvalsIncorporation or bylaws, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiaries' charter or bylaws, (II) or any Company Material Contract law, statute, rule or Lease or (III) any Applicable Law regulation to which the Company Orius or any of its Subsidiaries is subject, or any agreement, instrument, order, judgment or decree to which Orius or any of its Subsidiaries is subject, except in such cases in which the failure to obtain any such authorization, consent, approval, exemption or to provide such notice or make such filing could not reasonably be expected to have a Material Adverse Effect (it being understood and agreed that this exception does not apply to any representation as to any contract, agreement or document required to be listed on the attached Orius Contracts Schedule). Neither Orius, any of its Subsidiaries nor any of the Orius Stockholders is a party to or bound by any written or, to the Knowledge of Orius, oral agreement or understanding with respect to an Orius Transaction other than this Agreement and the other agreements contemplated hereby. Neither Orius nor, to Orius's Knowledge, HIG has breached any of its respective obligations pursuant to the Exclusivity Agreement. 5E. Financial Statements. Attached hereto as the Orius Financial Statements Schedule are the following financial statements: (i) the audited consolidated balance sheets of Orius as of December 31, 1998, and the related statements of income and cash flows (or the equivalent) for the fiscal year then ended; and (ii) the unaudited consolidated balance sheet of Orius as of August 31, 1999 (the "Orius Latest Balance Sheet"), and the related statements of income and cash flows (or the equivalent) for the eight-month period then ended. Each of the foregoing financial statements (including in all cases the notes thereto, if any) when delivered pursuant to Section 5M above is consistent with the books and records of Orius and its Subsidiaries, fairly presents the financial condition and operating results of Orius and its Subsidiaries and has been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, subject in the case of the unaudited financial statements to the absence of footnote disclosures and to normal year-end audit adjustments (none of which footnote disclosures or year-end audit adjustments would, alone or in the aggregate, be materially adverse to the business, operations, assets, liabilities, financial condition, operating results, cash flow or net worth of Orius and its Subsidiaries, taken as a whole).

Authorization; No Breach. Assuming receipt The execution, delivery and performance of this Agreement, the Registration Agreement, the Shareholders Agreement, and subject all other agreements contemplated hereby to which the consents set forth on Section 5D Company is a party, and the filing of the Company Disclosure Letter Articles of Incorporation have been duly authorized by the Company. This Agreement, the Registration Agreement, the Shareholders Agreement, the Amended and Restated Articles of Incorporation, and all other agreements contemplated hereby each constitutes a valid and binding obligation of the HSR ApprovalCompany, enforceable in accordance with its terms, except as set forth on Section 5D it may be limited by applicable bankruptcy, insolvency; reorganization, moratorium or similar laws affecting the enforcement of the Company Disclosure Letter, the creditors' rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity. The execution and delivery by the Company of this Agreement Agreement, the Registration Agreement, the Shareholders Agreement, and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Series B Preferred Stock hereunder, the issuance of the Common Stock upon conversion of the Series B Preferred Stock, the Amended and Restated Articles of Incorporation and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, and performance of its obligations hereunder, do not and shall not (ai) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as constitute a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofdefault under, (eiii) result in the creation of any material Lienlien, security interest, charge or encumbrance upon any of the shares of Company's capital stock or assets pursuant to, (iv) give any material assets third party the right to modify, terminate or properties of the Company or its Subsidiariesaccelerate any obligation under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity court or other third partyadministrative or governmental body pursuant to the Amended and Restated Articles of Incorporation or bylaws of the Company, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvalslaw, if anystatute, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company rule or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law regulation to which the Company is subject, or any of its Subsidiaries agreement, instrument, order, judgment or decree to which the Company is subject.

Authorization; No Breach. Assuming receipt of and subject to the consents set forth on Section 5D of the Company Disclosure Letter and the HSR Approval(a) The execution, except as set forth on Section 5D of the Company Disclosure Letter, the execution and delivery of this Agreement by the Companydelivery, and performance of this Agreement and each Ancillary Agreement to which such Buyer Entity is a party and the consummation of the transactions contemplated hereby and thereby (including the issuance of the Final Aggregate Share Consideration) have been duly authorized by such Person (including by the board of directors of Buyer Parent) and do not require any approval of any such Person’s stockholders or any other Person that has not been obtained prior to the date of this Agreement. This Agreement has been, and at the Closing each Ancillary Agreement to which such Buyer Entity is a party will be, duly executed and delivered by such Person. This Agreement constitutes a valid and binding obligation of such Buyer Entity and enforceable in accordance with its obligations hereunderterms, except as limited by the application of bankruptcy, moratorium, and other laws affecting creditors’ rights generally and as limited by the availability of specific performance and the application of equitable principles. Each Ancillary Agreement to which such Buyer Entity is a party, when executed and delivered by such Person, will constitute a valid and binding obligation of such Person, enforceable in accordance with its terms, except as limited by the application of bankruptcy, moratorium, and other laws affecting creditors’ rights generally and as limited by the availability of specific performance and the application of equitable principles. (b) The execution, delivery, and performance of this Agreement and each Ancillary Agreement to which such Buyer Entity is a party, the consummation of the transactions contemplated hereby and thereby, and the fulfillment of and compliance with the respective terms hereof and thereof by such Person, do not and will not (ai) materially violate conflict with or result in any material a breach of any of the provisions or violation of, (bii) violate or constitute a material default under (or constitute any event which, whether with or without due notice or lapse the passage of time, the giving of notice or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (eiii) result in the creation of any material LienLien upon, upon or the grant, assignment, or transfer to any other Person of any license or other right or interest under, to or in, any Equity Securities of such Person or any of the shares assets of capital stock such Person pursuant to, (iv) give any third party the right to modify, terminate, or accelerate, or cause or result in any modification, termination, or acceleration of, any obligation, or (v) create any right to payment or any material assets other right (concurrently or properties with the passage of time or upon the Company or its Subsidiaries, other than any Permitted Encumbrances(s) occurrence of one (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates1) or (fmore events or conditions) require any material authorizationpursuant to, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or such Person, any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company such Person is subject, or any of its Subsidiaries contract, agreement, or instrument to which such Person is subjectparty or bound.

Authorization; No Breach. Assuming receipt of Each Seller Shareholder has the power and subject authority to the consents set forth on Section 5D of the Company Disclosure Letter enter into this Agreement and the HSR Approvalto carry out his, except as set forth on Section 5D of the Company Disclosure Letter, the her or its obligations hereunder. The execution and delivery of this Agreement and the performance by such Seller Shareholder of his, her or its obligations hereunder have been duly authorized, and no other proceedings on the Companypart of such Seller Shareholder are necessary to authorize such execution, delivery and performance. This Agreement has been duly executed by such Seller Shareholder and constitutes the valid and legally binding obligation of such Seller Shareholder enforceable against such Seller Shareholder in accordance with its terms. The execution, delivery and performance of the Transaction Documents to which the Company and the Seller Shareholders are a party have been duly authorized by the Company and the Seller Shareholders, as the case may be. Each Transaction Document to which the Company or the Seller Shareholders are a party constitutes a valid and binding obligation of such Person, enforceable in accordance with its obligations hereunderterms. Except as set forth on the attached Schedule 2.21, the execution and delivery by the Company and the Seller Shareholders of this Agreement, and all other Transaction Documents to which such Person is a party, and the fulfillment of and compliance with the respective terms hereof and thereof, do not and shall not (ai) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as constitute a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofdefault under, (eiii) result in the creation of any material Lien, Lien upon any of the shares of capital stock Securities or any material assets asset or properties property of the Company pursuant to, (iv) give any third party the right to modify, terminate or its Subsidiariesaccelerate any obligation under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to or declaration to, or filing with, or other Consent from, any Governmental Entity pursuant to, the charter or other third party, in each case, except as has been obtained bylaws or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents equivalent governing document of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law Legal Requirement to which the Company or the Seller Shareholders or any of its Subsidiaries their Affiliates or any of their assets or properties is subject, or any Contract, order, judgment or decree to which the Company or the Seller Shareholders or any of their Affiliates or any of their assets or properties is subject.

Authorization; No Breach. Assuming receipt (a) Each Company has full corporate or limited liability company (as applicable) power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement to be executed by such Company in connection with the transactions contemplated by this Agreement (the "Company Documents"), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and subject to the consents set forth on Section 5D each of the Company Disclosure Letter Documents by the Companies and the HSR Approvalconsummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite corporate or limited liability company (as applicable) action, except and no other corporate proceedings on the part of such Company are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been, and each of the Company Documents will be at or prior to the Closing, duly and validly authorized, executed and delivered by each Company, and assuming that this Agreement and each of the Company Documents is a valid and binding obligation of the other parties hereto and thereto, this Agreement constitutes, and each of the Company Documents when so executed and delivered will constitute, a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors' rights or to general principles of equity. (b) Except as set forth on Section 5D the Governmental Consents Schedule and as set forth on the Authorization Schedule, the execution, delivery and performance of this Agreement and each of the Company Disclosure Letter, the execution and delivery of this Agreement Documents by the CompanyCompanies and the consummation of the transactions contemplated hereby and thereby, and performance or compliance by the Acquired Companies with any of its obligations hereunderthe provisions hereof or thereof, do not (a) materially violate or and will not conflict with, result in any material breach of any of the provisions of, (b) violate or require any notice under, constitute a material default under (or constitute any event which, with or without due notice or lapse of time, time or both), would constitute result in a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closingof, result in the termination creation of any Lien upon any material properties or accelerate the performance required by any assets of the termsAcquired Companies under, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect give rise to any other action right of termination, cancellation or inaction, the payment by the Company and/or any of its Subsidiaries acceleration of any severance, change-of-control material obligation or similar payments under any express terms ofto loss of a material benefit under, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of Acquired Companies to make any material Intellectual Property Rights or a material benefit payment under, any provision of the Company and/or (i) any of its Subsidiaries under the express terms ofAcquired Company's Organizational Documents, (eii) result in the creation of any material Liencontract to which any Acquired Company is a party, upon (iii) any of the shares of capital stock outstanding judgment, order or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by or material notice decree applicable to any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to be obtained by the Acquired Company or any of its Subsidiaries in this Agreement the material properties or assets of any Acquired Company, or (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiaries, (IIiv) any Company Material Contract or Lease or (III) any Applicable applicable Law to which the any Acquired Company or any of its Subsidiaries is subject.

Authorization; No Breach. Assuming receipt Each of Sponsor Holdco, Acquiror and subject to the consents set forth on Section 5D of the Company Disclosure Letter hereby represents and the HSR Approvalwarrants that it has all requisite corporate or limited liability company power, except as set forth on Section 5D of the Company Disclosure Letterapplicable, the execution and delivery of no agreement to which it is bound will be violated as a result, to enter into this Agreement by the Company, and performance of to perform its obligations hereunder, do not and the execution, delivery and performance of this Agreement has been duly and validly authorized by all requisite corporate or limited partnership action, as applicable, and no other actions or proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. Individual Sponsor hereby represents and warrants that he has full legal capacity, right and authority, and no agreement to which he is bound will be violated as a result, to enter into this Agreement and to perform his obligations hereunder, and the execution, delivery and performance of this Agreement has been duly and validly authorized by Individual Sponsor, and no other actions or proceedings on his part are necessary to authorize the execution, delivery or performance of this Agreement. Each of Individual Sponsor, Sponsor Holdco, Acquiror and the Company hereby represents and warrants that this Agreement constitutes a valid, legal and binding obligation of such Person (aassuming that this Agreement has been duly and validly authorized, executed and delivered by the other Persons party hereto), enforceable against such Person in accordance with its terms, except (i) materially violate to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or result in any material breach other Laws affecting the enforcement of any creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the provisions of, (b) violate or constitute a material default under (or constitute court before which any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (d) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms of, (e) result in the creation of any material Lien, upon any of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (f) require any material authorization, consent, approval, exemption or other material action by or material notice to any Governmental Entity or other third party, in each case, except as has been obtained or as contemplated to proceeding thereof may be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents of the Company or any of its Subsidiaries, (II) any Company Material Contract or Lease or (III) any Applicable Law to which the Company or any of its Subsidiaries is subjectbrought.

Authorization; No Breach. Assuming receipt Purchaser and Acquisition Sub each have the right, power, and authority to execute, deliver, and perform this Agreement and each other agreement, certificate, instrument, and document contemplated by this Agreement to be executed or delivered by either of them. The execution, delivery, and subject performance of this Agreement and of each other agreement, certificate, instrument, and document contemplated by this Agreement to which Purchaser or Acquisition Sub is a party have been duly authorized and approved by all necessary action on behalf of Purchaser and Acquisition Sub. This Agreement and each other agreement, certificate, instrument, and document contemplated by this Agreement to be executed or delivered by Purchaser or Acquisition Sub constitutes a valid and binding obligation of Purchaser and Acquisition Sub (to the consents set forth extent a party thereto), enforceable in accordance with its terms. Except for the filing of a Current Report on Section 5D of the Company Disclosure Letter and the HSR Approval, except as set forth on Section 5D of the Company Disclosure Letter, Form 8-K in connection with the execution and delivery by the Parties of this Agreement by and the Companyfiling of a second Current Report in connection with the Closing (collectively, the “8-K Filings”), the execution, delivery, and performance by Purchaser and Acquisition Sub of its obligations hereunderthis Agreement and any other agreements contemplated by this Agreement to be executed or delivered by Purchaser or Acquisition Sub, and the consummation of all transactions described in this Agreement or any such other documents, do not and will not (ai) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair constitute a default under (whether with or restrict without the business passage of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inactiontime, the payment by the Company and/or any giving of its Subsidiaries of any severance, change-of-control notice or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofboth), (eiii) result in the creation of any material LienLien upon the Equity Interests or assets of Purchaser, upon (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of the shares of capital stock or any material assets or properties of the Company or its Subsidiaries, other than any Permitted Encumbrances(s) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to or declaration to, or filing with, any Governmental Entity third Person or court or administrative or governmental body or agency pursuant to, either Purchaser’s or Acquisition Sub’s certificate or articles of incorporation, bylaws, or other third partycharter or organizational documents, in each case, except as has been obtained or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvalslaw, if anystatute, contemplated by Section 2A(i))rule or regulation to which Purchaser or Acquisition Sub is subject, under (I) the Organizational Documents of the Company or any of its SubsidiariesContract, (II) any Company Material Contract instrument, order, judgment or Lease or (III) any Applicable Law decree to which the Company Purchaser or any of its Subsidiaries Acquisition Sub is subject.

Authorization; No Breach. Assuming receipt The execution, delivery and ------------------------ performance of this Agreement, the Warrant, the Note, the Registration Agreement, the Shareholders Agreement and subject all other agreements contemplated hereby to which the consents set forth on Section 5D Company is a party, the filing of the Company Disclosure Letter Restated Articles and the HSR Approvalamendment of the Company's bylaws have been duly authorized by the Company. This Agreement, the Warrant, the Note, the Registration Agreement, the Shareholders Agreement and all other agreements contemplated hereby to which the Company is a party each constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforceability is limited by bankruptcy, insolvency, moratorium or other laws affecting the enforcement or creditors' rights generally, and by general equitable principles. Except as set forth on Section 5D of the Company Disclosure Letter, attached "Restrictions Schedule," the execution and delivery by the Company of this Agreement, the Registration Agreement, the Shareholders Agreement and all other agreements contemplated hereby to which the Company is a party, the offering, sale and issuance of the Series B Preferred, the Warrant and the Note hereunder, the issuance of the Common Stock upon conversion of the Series B Preferred, the issuance of Common Stock upon exercise of the Warrant, the filing of the Restated Articles and the amendment of the Company's bylaws and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, and performance of its obligations hereunder, do not and shall not (ai) materially violate conflict with or result in any material a breach of any of the provisions of, (b) violate or constitute a material default under (or constitute any event which, with or without due notice or lapse of time, or both, would constitute a material violation of or material default under), (c) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, result in the termination of or accelerate the performance required by any of the terms, conditions or provisions of, (dii) except as would not materially impair or restrict the business of the Company and its Subsidiaries, taken as constitute a whole, as conducted through the Closing, require, in and of itself and without giving effect to any other action or inaction, the payment by the Company and/or any of its Subsidiaries of any severance, change-of-control or similar payments under any express terms of, or give rise to any material obligation of the Company and/or any of its Subsidiaries under or result in the loss of any material Intellectual Property Rights or a material benefit of the Company and/or any of its Subsidiaries under the express terms ofdefault under, (eiii) result in the creation of any material Lienlien, security interest, charge or encumbrance upon the Company's or any of the shares of Subsidiary's capital stock or assets pursuant to, (iv) give any material assets third party the right to modify, terminate or properties of the Company or its Subsidiariesaccelerate any obligation under, other than any Permitted Encumbrances(s(v) (excluding any Liens resulting from any actions taken by or at the direction of the Buyer and/or any of its Affiliates) result in a violation of, or (fvi) require any material authorization, consent, approval, exemption or other material action by or material notice to or declaration to, or filing with, any Governmental Entity court or other third partyadministrative or governmental body or agency pursuant to, in each case, except as has been obtained the charter or as contemplated to be obtained by the Company or any of its Subsidiaries in this Agreement (including HSR Approval and the other consents and approvals, if any, contemplated by Section 2A(i)), under (I) the Organizational Documents bylaws of the Company or any of its SubsidiariesSubsidiary as in effect on the date hereof, (II) or any Company Material Contract law, statute, rule or Lease or (III) any Applicable Law regulation to which the Company or any of its Subsidiaries Subsidiary is subject, or any agreement, instrument, order, judgment or decree to which the Company or any Subsidiary is subject. Except as set forth on the Restrictions Schedule, none of the Subsidiaries are subject to any restrictions upon making loans or advances or paying dividends to, transferring property to, or repaying any Indebted ness owed to, the Company or another Subsidiary.