Common use of Authorization; No Breach Clause in Contracts

Authorization; No Breach. The execution, delivery and performance of this Agreement and the other Seller Documents to which the Purchaser is a party have been duly authorized by all necessary corporate action on the part of the Purchaser. This Agreement and each other Seller Document to which the Purchaser 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 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 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 Purchaser, do not and shall not (i) conflict with, or result in a breach of, the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with the applicable requirements of the HSR Act and EXFA, result in a violation of, require any consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration or filing to or with any Governmental Body pursuant to, the corporate organizational documents of the Purchaser, or any Law to which the Purchaser is subject, or any 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. The execution, delivery and performance of this Agreement, the Management Agreements, the Stockholders Agreement, the Put Agreement, the Professional Services Agreements the Registration Agreement, the Common Stock Repurchase Agreement and the all other Seller Documents agreements contemplated hereby to which the Purchaser Company is a party and the filing of the Second Restated Certificate of Incorporation have been duly authorized by all necessary the Company and no other corporate action act or proceeding on the part of the Purchaser. This Company, its board of directors or its stockholders is necessary to authorize the execution, delivery or performance by the Company of this Agreement and each or any other Seller Document agreement contemplated hereby to which the Purchaser it is a party has been duly or the consummation of any of the transactions contemplated hereby or thereby. This Agreement, the Management Agreements, the Stockholders Agreement, the Put Agreement, the Professional Services Agreements, the Registration Agreement, the Common Stock Repurchase Agreement, the Second Restated Certificate of Incorporation and validly executed and delivered by, and all other agreements contemplated hereby each constitutes or, at the Closing, will constitute, a valid and binding obligation ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms except as 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 whether such enforceability is considered in a proceeding at law or in equity)terms. The execution and delivery by the Purchaser Company of this Agreement, the Management Agreements, the Stockholders Agreement, the Put Agreement, the Professional Services Agreements, the Registration Agreement, the Common Stock Repurchase Agreement and each all other Seller Document agreements contemplated hereby to which the Purchaser Company is a party party, the offering, sale and issuance of the Stock hereunder and pursuant to Section 1B, the amendment and restatement of the Company's certificate of incorporation and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the Purchaser, Company do not and shall will not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the capital stock or assets of the HSR Act and EXFACompany or any of its Subsidiaries 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 authorization, consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration notice to any court or filing to administrative or with any Governmental Body governmental body pursuant to, the corporate organizational documents Company's certificate of incorporation or bylaws of the PurchaserCompany or any of its Subsidiaries, or any Law law, statute, rule or regulation to which the Purchaser Company or any of its Subsidiaries is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company or any of its Subsidiaries is a named party and subject, or by which it is bound (except for consents or approvals set forth on SCHEDULE 8B.the SVB Consent, which will be delivered at Closing).

Authorization; No Breach. The (i) All limited liability company or corporate acts and other limited liability company or corporate proceedings required to be taken by the Company and each Subsidiary to authorize the execution, delivery and performance of this Agreement Agreement, and the other Seller Documents agreements, documents and instruments contemplated hereby to which be executed and delivered by the Purchaser is a party Company and each Subsidiary at Closing and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Purchaserand properly taken. This Agreement and each other Seller Document to which the Purchaser is a party has been duly and validly executed and delivered byby the Company and each Subsidiary, and constitutes oreach of other agreements, documents and instruments contemplated hereby to be executed and delivered by the Company or any Subsidiary at the Closing, will when so executed and delivered, shall have been duly executed and delivered by the Company or the applicable Subsidiary, and this Agreement constitutes, and each of the other agreements, documents and instruments contemplated hereby to be executed and delivered by the Company and the Subsidiaries at Closing, when so executed and delivered shall constitute, a valid and binding obligation ofof the Company and each Subsidiary, the Purchaser enforceable against the Purchaser Company and each Subsidiary in accordance with its respective terms terms, except as enforceability such enforcement may be limited by applicable the application of bankruptcy, insolvency, reorganization, moratorium or and other similar laws now or hereafter in effect relating to or affecting creditor's creditors’ rights generally and as such enforcement may be limited by the availability of specific performance and the application of equitable principles. (regardless ii) Except as set forth on Section 5C(ii) of whether such enforceability is considered in a proceeding at law or in equity). The the Company Disclosure Letter, the execution and delivery by the Purchaser Company and each Subsidiary of this Agreement does not and the consummation by the Company and each other Seller Document to which Subsidiary of 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 Purchaser, do not and shall transactions contemplated hereby does not (ia) conflict with, or result in a breach of, of any of the terms, conditions or provisions of, (iib) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iiic) assuming compliance with the applicable requirements of the HSR Act and EXFA, result in a violation of, (d) give any third party the right to terminate or to accelerate any obligation under, or (e) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice to any court or other governmental body, declaration or filing to or with under any Governmental Body pursuant to, the corporate organizational documents provision of the Purchasercertificate of formation or incorporation or limited liability company agreement or bylaws of the Company or any Subsidiary, or any Law to which of the Purchaser is subjectCompany Material Contracts, or any Contractmaterial judgment, Permit order or Order decree applicable to which the Purchaser is Company or any Subsidiary or any material statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary, in each case, other than any such breaches, defaults, violations or rights that, individually or in the aggregate, would not have a named party Company Material Adverse Effect, and subjectother than any such authorizations, except for consents consents, approvals, exemptions or approvals set forth on SCHEDULE 8B.other actions required under the HSR Act or that may be required solely by reason of the identity of Buyer or Buyer’s relationships with any other Person. (iii) True and correct copies of the Organizational Documents of the Company and each Subsidiary have been made available to Buyer (it being understood that Section 12I shall not limit the foregoing statement). (iv) There are no issued and outstanding equity securities of the Company other than those reflected in Section 4C of the Company Disclosure Letter.

Authorization; No Breach. Each Selling Shareholder has the power and authority to enter into this Agreement and to carry out his/her/its obligations hereunder. The execution and delivery of this Agreement and the performance by each such Selling Shareholder of his/her or its obligations hereunder have been duly authorized, and no other proceedings on the part of each Selling Shareholder are necessary to authorize such execution, delivery and performance. This Agreement has been duly executed by each such Selling Shareholder and constitutes the valid and legally binding obligation of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms. The execution, delivery and performance of this Agreement and the other Seller Transaction Documents to which the Purchaser is each Selling Shareholder are a party have been duly authorized by all necessary corporate action on the part of the Purchaser. This Agreement and each other Seller such Selling Shareholder, as the case may be. Each Transaction Document to which the Purchaser any Selling Shareholder 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 ofof such Person, the Purchaser enforceable against the Purchaser in accordance with its respective terms except terms. Except as enforceability may be limited by applicable bankruptcyset forth on the attached Schedule 2.21, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditor's rights generally (regardless of whether such enforceability is considered in a proceeding at law or in equity). The the execution and delivery by each Selling Shareholder (including the Purchaser Seller Shareholder Representative) of this Agreement Agreement, and each all other Seller Document Transaction Documents to which the Purchaser such Person is a party party, and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party by the Purchaserthereof, do not and shall not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any Lien upon the Shares or any asset or property of the HSR Act and EXFACompany or any Group Company 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 consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with, or with other Consent from, any Governmental Body Entity pursuant to, the corporate organizational documents charter, articles of association or bylaws or equivalent governing document of the PurchaserCompany, or any Law Group Company or any Legal Requirement to which the Purchaser Company, any Group Company or any Selling Shareholder or any of their Affiliates or any of their assets or properties is subject, or any ContractContract order, Permit judgment or Order decree to which the Purchaser Company, any Group Company or any Selling Shareholder or any of its Affiliates or any of their assets or properties is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B..

Authorization; No Breach. The execution, delivery and performance of this Agreement each of the Transaction Documents, the filing of the Certificate of Designation and the other Seller Documents offering, sale and issuance of the Preferred Stock to which the Purchaser is a party Purchasers have been duly authorized by all necessary corporate action on the part of the PurchaserCompany. This Agreement and each other Seller Document to which Each of the Purchaser is a party has been duly and validly executed and delivered by, and Transaction Documents constitutes or, at the Closing, will constitute, a valid and binding obligation ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms. The Articles of Incorporation have been duly adopted and are in full force and effect and enforceable in accordance with their terms except and the Certificate of Designation will have been duly adopted as enforceability of the Closing and will be in full force and effect and enforceable in accordance with its terms. The offering, sale and issuance of the Preferred Stock hereunder, the issuance of the Common Stock upon conversion of the Preferred Stock, the filing of the Certificate of Designation, changes or circumstances that may be limited by applicable bankruptcyoccur as a result of the terms of the Preferred Stock, insolvencywhether pursuant to Section 5C of the Certificate of Designation or otherwise (but not including, reorganizationfor the avoidance of doubt, moratorium any purchase or other similar laws now or hereafter in effect relating to or affecting creditor's rights generally (regardless acquisition by any such holder of whether such enforceability is considered in a proceeding at law or in equityadditional securities of the Company other than acquisitions that result from the terms of the Preferred Stock). The ), the execution and delivery by the Purchaser Company of this Agreement and each other Seller Document to which of the Purchaser is a party Transaction Documents and the fulfillment of, of and compliance with the compliance with, the other respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the PurchaserCompany, do not and shall will not (i) conflict with, with or result in a breach of, of any of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany’s or any Subsidiary’s capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under or claim any change of control or similar payments pursuant to, (v) result in a violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with, any court or with any Governmental Body administrative or governmental body or agency pursuant to, the corporate organizational documents charter (including the Certificate of Designation) or the PurchaserBylaws or the bylaws of any Subsidiary, or any Law law or statute or any rule, regulation, order, writ, injunction or decree of any court or administrative government body or agency to which the Purchaser Company or any Subsidiary is subject, or any Contractmaterial agreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company or any Subsidiary is subject. The Company is not a named party to or bound by any written or oral agreement or understanding with respect to any Alternative Transaction, and subject, except for consents or approvals set forth on SCHEDULE 8B.has terminated all discussions with third parties regarding any Alternative Transactions.

Authorization; No Breach. (a) The Company has all necessary power and authority to execute and deliver this Agreement and each Transaction Document to be executed or delivered by it and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of this Agreement and each Transaction Document to be executed or delivered by the other Seller Documents to which the Purchaser is a party Company have been duly authorized by all necessary corporate action and no other proceedings on the part of the PurchaserCompany are necessary to authorize such execution, delivery or performance. This Agreement has been, and each other Seller Transaction Document to which the Purchaser is a party has been duly and validly be executed and delivered byby the Company will be, duly executed and delivered by the Company, and constitutes orthe Agreement constitutes, at and the Closing, Transaction Documents will constitute, a the valid and binding obligation ofobligations of the Company, the Purchaser enforceable against the Purchaser it in accordance with its respective terms their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating Laws affecting creditors’ rights generally, and subject to or affecting creditor's rights generally general principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law or in equitylaw). . (b) The execution and delivery by the Purchaser of this Agreement and each other Seller Transaction Document to which be executed or delivered by the Purchaser is a party Company, and the consummation of the transactions contemplated hereby and thereby and the fulfillment of, of and compliance with the compliance with, the respective terms of this Agreement and the other Seller Documents to which the Purchaser is a party by the Purchaser, provisions hereof and thereof do not and shall not (i) result in any material violation of any Law applicable to the Company, its Subsidiaries or any of their respective properties or assets, (ii) contravene or conflict withwith the Company’s Charter or Bylaws or any of the organizational documents of any of its Subsidiaries or (iii) violate, contravene, conflict with , result in the loss of any benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, result in the termination of or a right of termination or cancellation of, accelerate the performance required by, or result in a breach ofthe creation of any Lien upon any of the material properties or material assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions ofof any material contract, (ii) constitute a default under agreement, instruments or Permit to which the Company or any event of its Subsidiaries is a party or by which with any of their respective properties or assets may be bound or affected. Without limiting the giving generality of noticethe immediately preceding sentence, passage the Company does not have any unsatisfied obligation under any contract to notify any Person of time or both would constitute a default underthe Company entering into, or its intent to enter into, this Agreement before doing so or to negotiate with any Person regarding a possible alternative to the transactions contemplated hereby. (iiic) assuming compliance with the applicable requirements of Except as set forth on Schedule 4.4(c) and except pursuant to the HSR Act and EXFAAct, result in a violation ofno Permit, require any consent, approval, waiver, Orderapproval or authorization of, Permit or exemption or other action by or noticedesignation, declaration or filing to with, or with notification to, any Governmental Body pursuant toAuthority or third party is required in connection with the execution, delivery and performance of this Agreement or the corporate organizational documents consummation by the Company of the Purchaser, or any Law to which the Purchaser is subject, or any Contract, Permit or Order to which the Purchaser is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B.transactions contemplated hereby.

Authorization; No Breach. The execution, delivery and performance of this Agreement, the Registration Agreement and the all other Seller Documents agreements contemplated hereby to which the Purchaser Company is a party and the filing of the amendment and restatement of the Certificate of Incorporation have been duly authorized by all necessary corporate action on the part of the PurchaserCompany. This Agreement Agreement, the Registration Agreement, the amended and restated Certificate of Incorporation (containing the Certificate of Designation) and all other agreements contemplated hereby each other Seller Document to which the Purchaser 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 ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms except as 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 whether such enforceability is considered in a proceeding at law or in equity)terms. The execution and delivery by the Purchaser Company of this Agreement Agreement, the Registration Agreement, and each all other Seller Document agreements contemplated hereby to which the Purchaser Company is a party party, the offering, sale and issuance of the Preferred Stock hereunder, the issuance of the Common Stock upon conversion of the Preferred Stock, the filing of the amendment and restatement of the Certificate of Incorporation and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the PurchaserCompany, do not and shall not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany's or any Subsidiary's capital stock or assets pursuant to, (iv) give any third party the right to accelerate any obligations under, (v) result in a violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration notice to any court or filing to administrative or with any Governmental Body governmental body pursuant to, the corporate organizational documents amended and restated Certificate of Incorporation or the bylaws of the PurchaserCompany or any Subsidiary, or any Law law, statute, rule or regulation to which the Purchaser Company or the charter or bylaws or any Subsidiary is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company or any Subsidiary is a named party and subject, except for consents or approvals . Except as set forth on SCHEDULE 8B.the Restrictions Schedule, none of the Subsidiaries is subject 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. The execution, delivery and performance of this Agreement and the all other Seller Documents agreements contemplated hereby to which the Purchaser Company is a party have been duly authorized by all necessary corporate action on the part Company and do not require the approval of the PurchaserCompany's shareholders. This Agreement and each all other Seller Document to which the Purchaser is a party has agreements contemplated hereby have been duly and validly executed and delivered by, by the Company and each such agreement constitutes or, at the Closing, will constitute, a valid and binding obligation ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms terms, except as 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 creditors' rights generally (regardless or by general equitable principles. As of whether such enforceability the Closing, after giving effect to the consummation of the transactions contemplated hereby the Company will not be in default under any contract, agreement, instrument or indenture related to the borrowing of money to which it is considered in a proceeding at law party or in equity)by which it or any of its property is bound. The execution and delivery by the Purchaser Company of this Agreement and each all other Seller Document agreements contemplated hereby to which the Purchaser Company is a party and the fulfillment of, of and the compliance with, with the respective terms hereof and thereof by the Company, the offering, sale and issuance of this Agreement the Purchased Shares and the other Seller Documents to which Option hereunder (assuming the Purchaser is a party by accuracy of the Purchaser's investment representations set forth in Section 7.1), do not and shall not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany's or any subsidiary'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 violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration notice to any court or filing to administrative or with any Governmental Body governmental body pursuant to, the corporate organizational documents Certificate of Incorporation or bylaws of the PurchaserCompany or any subsidiary, or any Law law, statute, rule or regulation to which the Purchaser Company or any subsidiary is subject, or any Contractmaterial agreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company or any subsidiary is a named party and subjector by which it, except for consents or approvals set forth on SCHEDULE 8B.any of its property, is bound.

Authorization; No Breach. The execution, delivery delivery, and performance of this Agreement, the Registration Agreement, the Stockholders' Agreement and all other agreements contemplated hereby in connection with the other Seller Documents Initial Closing to which the Purchaser is a party 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 necessary corporate action of the agreements contemplated hereby in connection with the Second Closing to which the Company will enter into on the part Second Closing Date will have been duly authorized by the Company as of the PurchaserSecond Closing Date. This Agreement Each of this Agreement, the Registration Agreement, the Stockholders' Agreement, the Certificate of Designation, and each other Seller Document agreement contemplated hereby to which the Purchaser is a party has been duly and validly executed and delivered by, and Company will enter into in connection with the Initial Closing constitutes or, at the Closing, will constitute, a valid and binding obligation ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms except as enforceability may be limited by applicable bankruptcyterms. 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, insolvency, reorganization, moratorium or other similar laws now or hereafter enforceable in effect relating to or affecting creditor's rights generally (regardless of whether such enforceability is considered in a proceeding at law or in equity)accordance with its terms. The execution and delivery by the Purchaser Company of this Agreement, the Registration Agreement, the Stockholders' Agreement and each all other Seller Document to 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 is a party Preferred hereunder, the filing of the Certificate of Designation contemplated herein and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the Purchaser, Company do not and shall not will not: (i) conflict with, with or result in a breach of the terms and conditions of, the terms, conditions or provisions of, ; (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a material default under, or ; (iii) assuming compliance with result in the applicable requirements creation of any Lien, security interest, charge, or encumbrance upon the HSR Act and EXFACompany'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 violation of, ; or (vi) require any authorization, consent, approval, waiverexemption, Order, Permit or exemption or other action by or notice, declaration notice to any court or filing to administrative or with any Governmental Body governmental body pursuant to, the corporate organizational documents Certificate of Incorporation or Bylaws of the PurchaserCompany, or any Law law, statute, rule, or regulation to which the Purchaser Company is subject, or any Contractagreement, Permit instrument, order, judgment, or Order decree to which the Purchaser Company or any of its Affiliates, or employees is a named party and subjector 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, except for consents (B) any instrument, judgment, order, writ, decree or approvals set forth 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 SCHEDULE 8B.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. The execution, delivery and ------------------------ performance of this Agreement, the Joinder to Shareholders Agreement, the Joinder to Registration Agreement and the all other Seller Documents agreements contemplated hereby to which the Purchaser Company is a party and the filing of the Restated Articles of Incorporation referred to in paragraph 2B have been duly authorized by all necessary corporate action on the part of the PurchaserCompany. This Agreement Agreement, the Joinder to Shareholders Agreement, the Joinder to Registration Agreement, the Restated Articles of Incorporation and all other agreements contemplated hereby each other Seller Document to which the Purchaser 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 ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms except as 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 whether such enforceability is considered in a proceeding at law or in equity)terms. The execution and delivery by the Purchaser Company of this Agreement, the Joinder to Shareholders Agreement, the Joinder to Registration Agreement and each all other Seller Document agreements contemplated hereby to which the Purchaser Company is a party party, the filing of the Restated Articles of Incorporation referred to in paragraph 2B, and the operation by the Company of its business and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the Purchaser, Company do not and shall will not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany'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 violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration notice to any court or filing to administrative or with any Governmental Body governmental body pursuant to, the corporate organizational documents Restated Articles of Incorporation or bylaws of the PurchaserCompany, or any Law law, statute, rule or regulation to which the Purchaser Company is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company is a named party and subjector by which it or any of the Executives is bound, except for consents including, without limitation, to the Company's knowledge, any agreement, document or approvals set forth on SCHEDULE 8B.instrument with KPMG Peat Marwick.

Authorization; No Breach. The execution, delivery and performance of this Agreement and the all other Seller Documents to which the Purchaser is a party agreements and transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Company. The Agreement constitutes the Purchaser. This Agreement and each other Seller Document to which the Purchaser 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, of the Purchaser Company enforceable against the Purchaser in accordance with its respective terms except as enforceability may be limited by applicable bankruptcyterms, insolvency, reorganization, moratorium or subject to the availability of equitable remedies and to the laws of bankruptcy and other similar laws now or hereafter in effect relating to or affecting creditor's creditors' rights generally (regardless of whether such enforceability is considered in a proceeding at law or in equity)generally. The execution and delivery by the Purchaser Company of this Agreement and each all other Seller Document agreements and instruments contemplated hereby and thereby to which be executed by the Purchaser is a party and Company, including the fulfillment offiling of the Amended Certificate of Incorporation with the Secretary of State of Delaware, and the compliance withoffering, sale and issuance of the respective terms of this Agreement and the other Seller Documents to which the Purchaser is a party by the PurchaserCommon Stock hereunder, do not and shall will not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany's capital stock or assets pursuant to, (iv) give any third party the right to accelerate any obligation under, (v) result in a violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration notice to or filing to or with any Governmental Body court or administrative or governmental body (other than in connection with certain state and federal securities laws) or any other third party pursuant to, the corporate organizational documents Amended Certificate of Incorporation or the PurchaserBylaws, or any Law law, statute, rule, regulation, instrument, order, judgment or decree to which the Purchaser Company is subject, subject or any Contract, Permit agreement or Order instrument to which the Purchaser Company is a named party and subjectparty, or by which its assets are bound, except for consents where the existence of any such conflict, breach, default, right to accelerate or approvals set forth violation, or the creation of any such lien, security interest, charge or encumbrance, or the failure to obtain, take or make any such authorization, consent, approval, exemption, other action, notice or filing, could not reasonably be expected to, individually or in the aggregate, have a material adverse effect on SCHEDULE 8B.the financial condition, operating results or assets of the Company and its Subsidiaries taken as a whole.

Authorization; No Breach. The execution, delivery and performance of this Agreement and the all other Seller Documents agreements contemplated hereby to which the Purchaser Company is a party party, and the filing of the Certificate of Designations and the Certificate of Amendment have been duly authorized by all necessary corporate action on the part of the PurchaserCompany. This Agreement Agreement, the Certificate of Amendment, the Certificate of Incorporation, the Certificate of Designations and all other agreements contemplated hereby each other Seller Document to which the Purchaser 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 ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms terms, except as enforceability such enforcement may be limited by (i) any applicable constitutional, bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting creditor's creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equity)law. The execution and delivery by the Purchaser Company of this Agreement and each all other Seller Document agreements contemplated hereby to which the Purchaser Company is a party 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, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the Purchaser, Company do not and shall not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany's or any Subsidiary'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 violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration notice to any court or filing to administrative or with any Governmental Body governmental body pursuant to, the corporate organizational documents Certificate of Amendment or the Certificate of Designations or the charter or by-laws of the PurchaserCompany or any Subsidiary, or any Law law, statute, rule or regulation to which the Purchaser Company or any Subsidiary is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company or any Subsidiary is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B..

Authorization; No Breach. The execution, delivery and ------------------------ performance of this Agreement, the Warrant, the Note, the Registration Agreement, the Shareholders Agreement and the all other Seller Documents agreements contemplated hereby to which the Purchaser Company is a party party, the filing of the Restated Articles and the amendment of the Company's bylaws have been duly authorized by all necessary corporate action on the part of the PurchaserCompany. This Agreement, the Warrant, the Note, the Registration Agreement, the Shareholders Agreement and each all other Seller Document agreements contemplated hereby to which the Purchaser Company is a party has been duly and validly executed and delivered by, and each constitutes or, at the Closing, will constitute, a valid and binding obligation ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms terms, except as such enforceability may be is limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now affecting the enforcement or hereafter in effect relating to or affecting creditor's creditors' rights generally (regardless of whether such enforceability is considered in a proceeding at law or in equity)generally, and by general equitable principles. The Except as set forth on the attached "Restrictions Schedule," the execution and delivery by the Purchaser Company of this Agreement, the Registration Agreement, the Shareholders Agreement and each all other Seller Document agreements contemplated hereby to which the Purchaser Company is a party 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, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the PurchaserCompany, do not and shall not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany's or any Subsidiary'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 violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with, any court or with any Governmental Body administrative or governmental body or agency pursuant to, the corporate organizational documents charter or bylaws of the PurchaserCompany or any Subsidiary as in effect on the date hereof, or any Law law, statute, rule or regulation to which the Purchaser Company or any Subsidiary is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company or any Subsidiary is a named party and subject, except for consents or approvals . Except as set forth on SCHEDULE 8B.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.

Authorization; No Breach. The execution, delivery and performance of this Agreement Agreement, the Registration Rights Agreement, the Executive Purchase Agreements, and the all other Seller Documents agreements contemplated hereby to which the Purchaser Corporation is a party party, the filing of the Corporation's amended and restated Certificate of Incorporation referred to in Section 2.02 above, and the adoption of the Corporation's Bylaws referred to in Section 2.03 above have been duly authorized by all necessary corporate action on the part Corporation. Each of this Agreement, the Purchaser. This Agreement Registration Rights Agreement, the Executive Purchase Agreements and each other Seller Document agreement contemplated hereby to which the Purchaser Corporation is a party has been duly and validly executed and delivered byconstitutes a legal, and constitutes or, at the Closing, will constitute, a valid and binding obligation ofof the Corporation, the Purchaser enforceable against the Purchaser Corporation in accordance with its respective terms except as 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 whether such enforceability is considered in a proceeding at law or in equity)terms. The execution and delivery by the Purchaser Corporation of this Agreement Agreement, the Registration Rights Agreement, the Executive Purchase Agreements and each all other Seller Document agreements contemplated hereby to which the Purchaser Corporation is a party and the fulfillment of, consummation of the transactions contemplated hereby and the compliance with, the respective terms of this Agreement and the other Seller Documents to which the Purchaser is a party by the Purchaserthereby, do not and shall will not (i) conflict with, with or result in a default under or breach of, the terms, conditions or provisions of, (ii) constitute a default under result in the creation of any Lien upon the Corporation's or any event which with Subsidiary's capital stock or assets pursuant to, (iii) give any third party the giving of noticeright to modify, passage of time terminate or both would constitute a default accelerate any obligation under, or (iiiiv) assuming compliance with the applicable requirements of the HSR Act and EXFA, result in a violation of, require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice to, declaration or filing to with, any court or with any Governmental Body administrative or governmental body or agency pursuant to, the corporate organizational documents Certificate of Incorporation or Bylaws of the PurchaserCorporation, or any Law law, statute, rule or regulation to which the Purchaser Corporation or any Subsidiary or any executive officer of the Corporation is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Corporation or any Subsidiary or any executive officer of the Corporation is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B..

Authorization; No Breach. The execution, delivery and performance of this Agreement and the other Seller Transaction Documents to which by the Purchaser is a party Company have been duly authorized by all necessary corporate action on the part Company. Each of the Purchaser. This Agreement and each other Seller Document to which the Purchaser is a party Transaction Documents has been duly and validly executed and delivered by, by the Company and constitutes or, at the Closing, will constitute, a valid and legally binding obligation ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms except as enforceability may be limited by applicable subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws now or hereafter in effect of general applicability relating to or affecting creditor's creditors' rights generally (regardless of whether such enforceability is considered in a proceeding at law or in equity)and to general equity principles. The Except as set forth on Schedule 3(d) hereto, the execution and delivery of the Transaction Documents, and the fulfillment of and compliance with the respective terms hereof and thereof by the Purchaser of this Agreement Company and each other Seller Document to which the Purchaser Subsidiary that 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 Purchaserthereto, do not and shall not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any Lien upon the HSR Act and EXFACompany's or any Subsidiary'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 violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency or other Person pursuant to, the charter or bylaws of the Company or any Subsidiary, or any law, statute, rule, regulation, order, judgment, decree, agreement or instrument to which the Company or any Subsidiary is subject, except for (A) any such conflict, breach, default, Lien or right of modification, termination or acceleration (other than any of the foregoing arising pursuant to the charter or bylaws of the Company) which would not reasonably be expected to have a Material Adverse Effect or prejudice in any material respect the rights of the Investor under any of the Transaction Documents and (B) the requirement to obtain any authorizations or take or make any related actions and filings that are described in Section 5(e) and (f) or are required under the Securities Act or state securities or "blue sky" laws in order for the Company to fulfill its obligations under Section 5(d) or to obtain any other authorization, consent, approval, action, notice, declaration or filing if the failure to do so would not reasonably be expected to have a Material Adverse Effect or with prejudice in any Governmental Body pursuant to, material respect the corporate organizational documents rights of the Purchaser, or Investor under any Law to which of the Purchaser is subject, or any Contract, Permit or Order to which the Purchaser is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B.Transaction Documents.

Authorization; No Breach. The execution, delivery and performance of this Agreement and the other Seller Documents to which the Purchaser is a party have been duly authorized by all necessary corporate action on the part of the Purchaser. This Agreement and each other Seller Document to which the Purchaser 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 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 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 Purchaser, do not and shall not (i) conflict with, or result in a breach of, the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with the applicable requirements of the HSR Act and EXFA, result in a violation of, require any consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration or filing to or with any Governmental Body pursuant to, the corporate organizational documents of the Purchaser, or any Law to which the Purchaser is subject, or any Contract, Permit or Order to which the Purchaser is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B.7B.

Authorization; No Breach. Each Seller Shareholder 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 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 part 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 this Agreement and the other Seller Transaction Documents to which the Purchaser is Company and the Seller Shareholders are a party have been duly authorized by all necessary corporate action on the part of Company and the PurchaserSeller Shareholders, as the case may be. This Agreement and each other Seller Each Transaction Document to which the Purchaser is Company or the Seller Shareholders are a party has been duly and validly executed and delivered by, and constitutes or, at the Closing, will constitute, a valid and binding obligation ofof such Person, the Purchaser enforceable against the Purchaser in accordance with its respective terms except terms. Except as enforceability may be limited by applicable bankruptcyset forth on the attached Schedule 2.21, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditor's rights generally (regardless of whether such enforceability is considered in a proceeding at law or in equity). The the execution and delivery by the Purchaser Company and the Seller Shareholders of this Agreement Agreement, and each all other Seller Document Transaction Documents to which the Purchaser such Person is a party party, and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party by the Purchaserthereof, do not and shall not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any Lien upon the Securities or any asset or property of the HSR Act and EXFACompany 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 consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with, or with other Consent from, any Governmental Body Entity pursuant to, the corporate organizational documents charter or bylaws or equivalent governing document of the Purchaser, Company or any Law Legal Requirement to which the Purchaser Company or the Seller Shareholders or any of their Affiliates or any of their assets or properties is subject, or any Contract, Permit order, judgment or Order decree to which the Purchaser Company or the Seller Shareholders or any of their Affiliates or any of their assets or properties is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B..

Authorization; No Breach. The execution, delivery and performance of this Agreement (including the issuance and delivery of the Securities hereunder) and the other Seller Documents Transaction Agreements to which the Purchaser Company is a party party, the amendment and restatement of the Company’s Certificate of Incorporation and the amendment and restatement of the Company’s Bylaws have been duly and validly authorized by all necessary corporate action on the part Company’s board of directors and (as applicable) approved by the required vote of the PurchaserCompany’s stockholders. This Agreement and each the other Seller Document Transaction Agreements to which the Purchaser Company is a party has been duly and validly executed and delivered by, and each constitutes or, at the Closing, will constitute, a valid and binding obligation ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms except as 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 whether such enforceability is considered in a proceeding at law or in equity)terms. 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 Company of this Agreement and the other Seller Documents Transaction Agreements to which the Purchaser Company is a party party, the offering, sale and issuance of the Securities hereunder, the amendment and restatement of the Certificate of Incorporation and the Company’s Bylaws and the fulfillment of and compliance with the respective terms hereof and thereof by the PurchaserCompany, do not and shall not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany’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 violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with, any court or with any Governmental Body administrative or governmental body or agency or other Person pursuant to, the corporate organizational documents Certificate of Incorporation or Bylaws of the PurchaserCompany, or any Law law, statute, rule or regulation to which the Purchaser Company is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B..

Authorization; No Breach. The execution, delivery and performance of this Agreement each of the Transaction Documents, the filing of the Certificate of Designation and the other Seller Documents offering, sale and issuance of the Preferred Stock to which the Purchaser is a party Purchasers have been duly authorized by all necessary corporate action on the part of the PurchaserCompany. This Agreement and each other Seller Document to which Each of the Purchaser is a party has been duly and validly executed and delivered by, and Transaction Documents constitutes or, at the Closing, will constitute, a valid and binding obligation ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms. The Articles of Incorporation have been duly adopted and are in full force and effect and enforceable in accordance with their terms except and the Certificate of Designation will have been duly adopted as enforceability of the Closing and will be in full force and effect and enforceable in accordance with its terms. The offering, sale and issuance of the Preferred Stock hereunder, the issuance of the Common Stock upon conversion of the Preferred Stock, the filing of the Certificate of Designation, changes or circumstances that may be limited by applicable bankruptcyoccur as a result of the terms of the Preferred Stock, insolvencywhether pursuant to Section 5C of the Certificate of Designation or otherwise (but not including, reorganizationfor the avoidance of doubt, moratorium any purchase or other similar laws now or hereafter in effect relating to or affecting creditor's rights generally (regardless acquisition by any such holder of whether such enforceability is considered in a proceeding at law or in equityadditional securities of the Company other than acquisitions that result from the terms of the Preferred Stock). The ), the execution and delivery by the Purchaser Company of this Agreement and each other Seller Document to which of the Purchaser is a party Transaction Documents and the fulfillment of, of and compliance with the compliance with, the other respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the PurchaserCompany, do not and shall will not (i) conflict with, with or result in a breach of, of any of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany's or any Subsidiary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under or claim any change of control or similar payments pursuant to, (v) result in a violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with, any court or with any Governmental Body administrative or governmental body or agency pursuant to, the corporate organizational documents charter (including the Certificate of Designation) or the PurchaserBylaws or the bylaws of any Subsidiary, or any Law law or statute or any rule, regulation, order, writ, injunction or decree of any court or administrative government body or agency to which the Purchaser Company or any Subsidiary is subject, or any Contractmaterial agreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company or any Subsidiary is subject. The Company is not a named party to or bound by any written or oral agreement or understanding with respect to any Alternative Transaction, and subject, except for consents or approvals set forth on SCHEDULE 8B.has terminated all discussions with third parties regarding any Alternative Transactions.

Authorization; No Breach. 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 each other document or instrument contemplated hereby and thereby, and the other Seller Documents to which filing of the Purchaser is a party Certificate of Designation have been duly authorized by all necessary requisite corporate action on by the part of the PurchaserCorporation. This Agreement has been, and the Registration Rights Agreement and each other Seller Document document or instrument to which be executed by the Purchaser is a party has been Corporation in connection herewith or therewith will be, duly and validly executed and delivered byby the Corporation and constitutes, and constitutes or, at the Closing, or will constitute, a legal, valid and binding obligation ofof the Corporation, the Purchaser enforceable against the Purchaser in accordance with its respective terms except as 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 whether such enforceability is considered in a proceeding at law or in equity)their terms. The execution and delivery by the Purchaser of this Agreement, the Registration Rights Agreement and each other Seller Document to which document or instrument contemplated hereby and thereby, the Purchaser is a party filing of the Certificate of Designation, the consummation of the transactions contemplated hereby and thereby and compliance with the fulfillment ofprovisions hereof and thereof by the Corporation, and the compliance issuance, sale and delivery of the Series A Preferred Shares and the Reserved Shares by the Corporation, will not (a) 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 respective terms Corporation or any subsidiary of this Agreement and the other Seller Documents to which the Purchaser is a party by the PurchaserCorporation, do not and shall not or (ib) conflict with, with or result in a any breach of, of any of the terms, conditions or provisions of, or constitute (iiwith due notice or lapse of time, or both) constitute a default (or give rise to any right of termination, cancellation or acceleration) under, the Articles of Incorporation of the Corporation and the 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 event subsidiary of the Corporation is a party or by which with the giving it or any of notice, passage of time its property is bound or both would constitute a default underaffected, or (iiic) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon any of the HSR Act and EXFAproperties or assets of the Corporation or any subsidiary of the Corporation. None of the Subsidiaries are subject to any restrictions upon making loans or advances or paying dividends to, result in a violation oftransferring property to, require or repaying any consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration or filing to or with any Governmental Body pursuant Indebtedness owed to, the corporate organizational documents of the Purchaser, Corporation or any Law to which the Purchaser is subject, or any Contract, Permit or Order to which the Purchaser is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B.another subsidiary.

Authorization; No Breach. The execution, delivery and performance of this Agreement and the all other Seller Documents agreements contemplated hereby to which the Purchaser Company or Company Subsidiary is a party have been duly authorized by all necessary corporate action on the part board of directors and shareholders of the PurchaserCompany. This Agreement and each all other Seller Document agreements contemplated hereby to which the Purchaser Company or Company Subsidiary is a party has been duly and validly executed and delivered by, and each constitutes or, at the Closing, will constitute, a valid and binding obligation ofof the Company or Company Subsidiary, the Purchaser enforceable against the Purchaser in accordance with its respective terms except as 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 whether such enforceability is considered in a proceeding at law or in equity)terms. The execution and delivery by the Purchaser Company of this Agreement and each all other Seller Document agreements contemplated hereby to which the Purchaser Company and/or Company Subsidiary is a party party, the offering, sale and issuance of the Company Preferred and Common Stock hereunder, in connection with the Reorganization Transactions and in connection with the Concurrent Purchases, as well as the issuance of the Common Stock upon conversion of the Company Preferred, the adoption of the Certificate of Incorporation and the Company's bylaws and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the PurchaserCompany, do not and shall will not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany's or Company Subsidiary'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 violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration notice to any court or filing to administrative or with any Governmental Body governmental body or agency pursuant to, the corporate organizational documents charter or bylaws of the PurchaserCompany or Company Subsidiary, or any Law law, statute, rule or regulation to which the Purchaser Company or Company Subsidiary is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company or Company Subsidiary is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B..

Authorization; No Breach. The execution, delivery and ------------------------ performance of this Agreement and the other Seller Documents to which Warrants, and the Purchaser is a party filing of the Articles of Incorporation have been duly authorized by all necessary corporate action on the part of the PurchaserCompany. This Agreement Agreement, the Warrants and the Articles of Incorporation each other Seller Document to which the Purchaser 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 ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms terms. Except as set forth on the attached "Restrictions Schedule," and except where such fact or --------------------- circumstance is not reasonably likely to have a material adverse effect on the financial condition, operating results, assets, operations, employee relations or customer or supplier relations of the Company and its Subsidiaries taken as enforceability may be limited by applicable bankruptcya whole or the ability of the Company to fulfill its obligations to the Purchasers under this Agreement, insolvencythe Warrant or the Articles of Incorporation, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditor's rights generally (regardless of whether such enforceability is considered in a proceeding at law or in equity). The the execution and delivery by the Purchaser Company of this Agreement Agreement, the offering, sale and each other Seller Document to which issuance of the Purchaser is a party Class A Preferred and the Warrants hereunder, the issuance of the Common Stock upon exercise of Warrants or conversion of the Class A Preferred, the filing of the Articles of Incorporation, and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the PurchaserCompany, do not and shall not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any Lien upon the HSR Act and EXFACompany's or any Subsidiary'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 violation of, of or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with, any court or with any Governmental Body administrative or governmental body or agency pursuant to, the corporate organizational documents Articles of Incorporation or the charter or bylaws of the PurchaserCompany or any Subsidiary, or any Law law, statute, rule or regulation to which the Purchaser Company or any Subsidiary is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company or any Subsidiary is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B..

Authorization; No Breach. The execution, delivery and performance of ------------------------ this Agreement, the Management Agreements, the Stockholders Agreement, the Professional Services Agreement, the Recapitalization Agreement and the all other Seller Documents agreements contemplated hereby to which the Purchaser Company is a party have been duly authorized by all necessary corporate action on the part of the PurchaserCompany. This Agreement, the Management Agreements, the Stockholders Agreement, the Professional Services Agreement, the Recapitalization Agreement and all other agreements contemplated hereby each other Seller Document to which the Purchaser 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 ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms except as 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 whether such enforceability is considered in a proceeding at law or in equity)terms. The execution and delivery by the Purchaser Company of this Agreement, the Management Agreements, the Stockholders Agreement, the Professional Services Agreement, the Recapitalization Agreement and each all other Seller Document agreements contemplated hereby to which the Purchaser Company is a party 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, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the Purchaser, Company do not and shall will not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany'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 violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration notice to any court or filing to administrative or with any Governmental Body governmental body pursuant to, the corporate organizational documents Certificate of Incorporation or bylaws of the PurchaserCompany, or any Law law, statute, rule or regulation to which the Purchaser Company is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B.by which it is bound.

Authorization; No Breach. ‌ (a) The Shareholders have the legal right, capacity and power to execute and deliver this Agreement and the other Transaction Documents to which they are a party and to consummate the transactions contemplated hereby and thereby. This Agreement and all other Transaction Documents to which the Shareholders are a party have been or will be duly executed and delivered by the Shareholders. This Agreement and all other Transaction Documents or instruments contemplated hereby and thereby to which the Shareholders are a party or by which the Shareholder is bound, when executed and delivered by the Shareholders (assuming due and valid authorization, execution and delivery by the other parties hereto and thereto) in accordance with the terms hereof, shall each constitute a valid and binding obligation of the Shareholders, enforceable in accordance with its terms, in each case subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights and remedies generally. (b) Neither the execution, delivery and performance by the Shareholders of this Agreement and the other Seller Transaction Documents to which the Purchaser is Shareholders are a party have been duly authorized by all necessary corporate action on party, nor the part consummation of the Purchaser. This Agreement transactions contemplated hereby and each other Seller Document to which the Purchaser 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 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 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 Purchaserthereby, do not and shall not not (i) conflict with, with or result in a violation or breach of, of the terms, conditions or provisions of, , (ii) constitute a default under (whether with or any event which with without the passage of time, the giving of noticenotice or both), passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any Lien upon the HSR Act and EXFAPurchased 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 authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with, any third party or with any Governmental Body Government Entity pursuant to, the corporate organizational documents of the Purchaser, or (A) any Law to which the Purchaser is Shareholders are subject, or (B) any Contract, Permit material agreement or Order to which the Purchaser is a named party and Shareholders are subject, except for consents or approvals set forth on SCHEDULE 8B..

Authorization; No Breach. The execution, delivery and performance of this Agreement Agreement, the LLC Agreement, the Executive Management Agreement, the Securityholders Agreement, the Registration Agreement, the Professional Services Agreement, and the all other Seller Documents agreements contemplated hereby to which the Purchaser Company is a party have been duly authorized by all necessary corporate action on the part of the PurchaserCompany. This Agreement Agreement, the Executive Management Agreement, the Securityholders Agreement, the Registration Agreement, the Professional Services Agreement, the Certificate of Formation and all other agreements contemplated hereby each other Seller Document to which the Purchaser 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 ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms except as 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 whether such enforceability is considered in a proceeding at law or in equity)terms. The execution and delivery by the Purchaser Company of this Agreement Agreement, the LLC Agreement, the Executive Management Agreement, the Securityholders Agreement, the Registration Agreement, the Professional Services Agreement, and each all other Seller Document agreements contemplated hereby to which the Purchaser Company is a party party, the offering, sale and issuance of the Securities hereunder (including pursuant to Section 1B(ii)) and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the Purchaser, Company do not and shall will not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany's equity securities or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, of or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration notice to any court or filing to administrative or with any Governmental Body governmental body pursuant to, the corporate organizational documents Certificate of Formation of the PurchaserCompany or the LLC Agreement, or any Law law, statute, rule or regulation to which the Purchaser Company is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B.by which it is bound.

Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and each of the other Seller Transaction Documents to which the Purchaser Company is a party party, and the filing of the Certificate of Designation, will have been duly authorized by all necessary corporate action on the part Company as of the PurchaserInitial Closing. This Agreement and Agreement, each of the other Seller Document Transaction Documents to which the Purchaser Company is a party has been duly and validly executed and delivered by, and constitutes or, at the Closing, Amended Certificate will constitute, each constitute a valid and binding obligation ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms except as 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 of the Initial Closing. (regardless of whether such enforceability is considered in a proceeding at law or in equity). ii) The execution and delivery by the Purchaser Company 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 Transaction Documents to which the Purchaser Company is a party party, the offering, sale and issuance of the Series E Preferred Stock and Class A Common Stock hereunder, the issuance of Class A Common Stock upon conversion of the Series E Preferred Stock, the adoption of the Certificate of Designation and the fulfillment of and compliance with the respective terms hereof and thereof by the PurchaserCompany, do not and shall not as of the Initial Closing (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany's or any Subsidiary'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 violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with, any court or with any Governmental Body administrative or governmental body or agency pursuant to, the corporate organizational documents Amended Certificate or the Bylaws or the charter or bylaws of any Subsidiary of the PurchaserCompany, or any Law law, statute, rule or regulation to which the Purchaser Company or any Subsidiary is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company or any Subsidiary is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B.other than filings required under the HSR Act.

Authorization; No Breach. The execution, delivery and performance ------------------------- of this Agreement, the Warrants, the Notes, the Security Agreement executed in connection herewith and the all other Seller Documents agree-ments contemplated hereby to which the Purchaser Company is a party party, have been duly authorized by all necessary corporate action on the part of the PurchaserCompany. This Agreement, the Warrants, the Notes, the Security Agreement and each all other Seller Document agreements contemplated hereby to which the Purchaser Company is a party has been duly and validly executed and delivered by, and each constitutes or, at the Closing, will constitute, a valid and binding obligation ofobliga-tion of the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms except as 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 whether such enforceability is considered in a proceeding at law or in equity)terms. The execution and delivery by the Purchaser Company of this Agreement, the Warrants, the Notes, the Security Agreement and each all other Seller Document agreements contemplated hereby to which the Purchaser Company is a party party, the offering, sale and issuance of the Notes and the Warrants hereunder, the issuance of the Common Stock upon exer-cise of the Warrants, and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the PurchaserCompany, do not and shall not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany's or any Subsidi-ary'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 violation of, or (vi) require any authoriza-tion, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with, any court or with any Governmental Body administrative or governmental body or agency pursuant to, the corporate organizational documents charter or bylaws of the PurchaserCompany or any Subsidiary, or any Law law, statute, rule or regulation to which the Purchaser Company or any Subsidiary is subjectsub-ject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company or any Subsidiary is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B..

Authorization; No Breach. The execution, delivery and performance of this Agreement and the other Seller Documents Other Transaction Agreements to which the Purchaser Company is a party party, including the offering, sale and issuance of the Preferred Stock hereunder, have been duly authorized by all necessary corporate action on the part of the PurchaserCompany. This Agreement and each other Seller Document to which the Purchaser 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 ofof the Company, the Purchaser enforceable against the Purchaser Company in accordance with its respective terms terms, except as 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 creditors’ rights generally (regardless and limitations on the availability of whether such equitable remedies, and the Certificate of Incorporation and the Other Transaction Agreements to which the Company is a party, when executed and delivered by the Company in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except as enforceability is considered in a proceeding at law may be limited by bankruptcy, insolvency, reorganization, moratorium or in equity)other laws affecting creditors’ rights generally and limitations on the availability of equitable remedies. The Except as set forth on the attached Restrictions Schedule, 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 Company of this Agreement and the other Seller Documents Other Transaction Agreements to which the Purchaser Company is a party party, the offering, sale and issuance of the Preferred Stock hereunder, and the fulfillment of and compliance with the respective terms hereof and thereof by the Purchaser, Company do not and shall not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under (whether with or any event which with without the passage of time, the giving of noticenotice or both), passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any Lien upon the HSR Act and EXFACompany’s capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any right or obligation (including, without limitation, anti-dilution adjustments) under, (v) result in a violation of, or (vi) require any Third Party Approval or (vii) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with, any third party or any court or administrative or governmental body or agency (including, without limitation, the Federal Communications Commission (“FCC”) or with any Governmental Body the Federal Trade Commission (“FTC”) and the Department of Justice (“DOJ”)), which has not been made or obtained on or before the Closing Date, pursuant to, the corporate organizational documents Company’s certificate of the Purchaserincorporation or bylaws, or any Law law, statute, rule or regulation to which the Purchaser Company is subject. As of the Closing Date, or any Contract, Permit or Order to which the Purchaser is a named party and subject, except for consents or approvals Company has obtained each of the Third Party Approvals set forth on SCHEDULE 8B.the Third Party Consents Schedule and marked with an asterisk (*). The Company is not a party to or bound by any written or oral agreement or understanding with respect to a Company Transaction other than this Agreement, and the Company has terminated all discussions with third parties (other than the Purchasers) regarding Company Transactions.

Authorization; No Breach. The execution, delivery and performance of this Agreement each of the Organizational Agreements, the Merger Documents, the Transaction Documents and the all other Seller Documents agreements and instruments contemplated hereby and thereby to which the Purchaser Borrower, the Company or any Guarantor is a party have been duly authorized by all necessary corporate action on the part Borrower, the Company and such Guarantor, as applicable. Each of the Purchaser. This Agreement Organizational Agreements, the Merger Documents, the Transaction Documents and each all other Seller Document agreements and instruments contemplated hereby and thereby to which each of the Purchaser Borrower, the Company or any Guarantor is a party has been duly and validly executed and delivered by, and each constitutes or, at the Closing, will constitute, a valid and binding obligation ofof the Borrower, the Purchaser Company and such Guarantor, as applicable, enforceable against the Purchaser in accordance with its respective terms except as enforceability enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws now or hereafter in effect relating to or affecting creditor's the enforcement of creditors' rights generally (regardless and except to the extent enforcement thereof may be limited by the application of whether such enforceability is considered in a proceeding at law or in general principles of equity). The execution and delivery by each of the Purchaser of this Agreement Borrower, the Company and each Guarantor of: (a) each of the Organizational Agreements, the Merger Documents, the Transaction Documents and all other Seller Document agreements and instruments contemplated hereby and thereby to which the Purchaser Borrower, the Company or any Guarantor, as applicable, is a party party; (b) the offering, sale and issuance of the Note hereunder, or otherwise in accordance with this Agreement; and (c) the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the PurchaserBorrower, the Company or each Guarantor, as applicable, do not and shall not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the creation of any Lien (other than applicable requirements Permitted Liens) upon the Borrower's, the Company's or any of their Subsidiaries' Capital Stock Interests or assets pursuant to, (iv) give any third party the HSR Act and EXFAright to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with (collectively "Consents and Filings"), any third party (including any stockholder of the Borrower or with any Governmental Body the Company), court or administrative or governmental body or agency pursuant to, the corporate organizational documents Organizational Agreements of the PurchaserBorrower, the Company or any of their Subsidiaries, or any Law law, statute, rule or regulation to which the Purchaser Borrower, the Company or any of their Subsidiaries is subjectsubject (including any usury laws applicable to the Note), or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Borrower, the Company or any of their Subsidiaries is a named party and subject, except for consents Consents and Filings which have been obtained or approvals made. Except as set forth on the RESTRICTIONS SCHEDULE 8B.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. The execution, delivery and performance of this Agreement and the other Seller Documents to which agreements contemplated hereby and the Purchaser is a party consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary Seller. No other corporate action act or proceeding on the part of Seller, its Board of Managers or its members is necessary to authorize the Purchaserexecution, delivery or performance by the Seller of this Agreement, any other agreement contemplated hereby or the consummation of the transactions contemplated hereby or thereby. This Agreement and each other Seller Document to which the Purchaser is a party has been duly and validly executed and delivered by, by Seller and the Shareholders and this Agreement constitutes or, at and the Closing, will other agreements contemplated hereby upon execution and delivery by Seller and the Shareholders shall each constitute, a valid and binding obligation ofof Seller and the Shareholders, the Purchaser enforceable against the Purchaser in accordance with its respective terms except as 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 whether such enforceability is considered in a proceeding at law or in equity)their terms. The execution execution, delivery 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 performance of this Agreement and the other agreements contemplated hereby by Seller Documents to which and the Purchaser is a party by Shareholders and the Purchaser, consummation of the transactions contemplated hereby and thereby do not and shall not (ia) conflict with, with or result in a any breach of, of any of the terms, conditions or provisions of, (iib) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with the applicable requirements of the HSR Act and EXFA, result in a violation of, or cause the acceleration of any obligation under, (c) result in the creation of any lien, security interest, charge or encumbrance upon any of the Purchased Assets under, or (d) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice to any court or other governmental body under (i) the provisions of Seller's articles of organization or operating agreement, declaration or filing (ii) any indenture, mortgage, lease, loan agreement or other agreement or instrument to which Seller or with the Shareholders are bound or affected or (iii) any Governmental Body pursuant tolaw, statute, rule, regulation, judgment, order or decree to which Seller or the corporate organizational documents Shareholders are subject or by which any of the Purchaser, or any Law to which the Purchaser is subject, or any Contract, Permit or Order to which the Purchaser is a named party and subjectPurchased Assets are bound, except for consents where failure to get such authorization, consent, approval exemption or approvals set forth on SCHEDULE 8B.other action under such law, statute, rule, regulation, judgment, order or decree would not have a Seller Material Adverse Effect.

Authorization; No Breach. (a) The execution, delivery and performance of this Agreement by such Seller and the other Seller consummation of the Transactions have been, and the execution, delivery and performance of the Transaction Documents to which the Purchaser such Seller is a party have been will be at or prior to the Closing, duly and validly authorized by all necessary corporate requisite action on the part of such Seller, and no other proceedings on such Seller’s part are necessary to authorize the Purchaserexecution, 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 Seller Transaction Document to which the Purchaser such Seller is a party has been duly and validly executed and delivered by, and constitutes or, at the Closing, will constitute, is a valid and binding obligation ofof Buyer and/or the other parties thereto, the Purchaser will constitute a valid and binding obligation of such Seller, enforceable against the Purchaser such Seller in accordance with its respective terms terms, except as enforceability may be limited by applicable the application of bankruptcy, insolvency, reorganization, moratorium or other and similar laws now or hereafter in effect Laws relating to or affecting creditor's creditors’ rights generally or to general principles of equity. (regardless b) Assuming receipt of whether the Antitrust Approvals, the execution, delivery and performance by such enforceability is considered in a proceeding at law or in equity). The execution and delivery by the Purchaser Seller of this Agreement and each Agreement, the other Seller Document Transaction Documents to which the Purchaser it is or will be a party and the fulfillment of, and consummation of the compliance with, the respective terms of this Agreement and the other Seller Documents to which the Purchaser is a party by the PurchaserTransactions, do not and shall not will not: (i) in the case of any Seller that is an Entity, conflict withwith 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 breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) 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, whether with notice or lapse of time or both), require any consent under, or result in the creation or imposition of any Lien (other than a breach ofPermitted Lien) on any property, the terms, conditions right or provisions of, (ii) constitute a default under or any event which with the giving asset of notice, passage of time or both would constitute a default such Seller under, any material agreement or (iii) assuming compliance with the applicable requirements of the HSR Act and EXFAinstrument to which such Seller is bound, result except, in a violation ofeach case, require for any consentsuch conflicts, approvalviolations, waiverbreaches, Order, Permit or exemption defaults or other action by occurrences that would not reasonably be expected to prevent, materially delay or notice, declaration or filing materially impair the ability of such Seller to or with any Governmental Body pursuant to, consummate the corporate organizational documents of the Purchaser, or any Law to which the Purchaser is subject, or any Contract, Permit or Order to which the Purchaser is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B.Transactions.

Authorization; No Breach. The execution, delivery and performance of this Agreement and the other Seller Documents to which agreements contemplated hereby and the Purchaser is a party transactions contemplated hereby and thereby have been duly and validly authorized by all necessary the Company and each Member. No other corporate action act or proceeding on the part of the PurchaserCompany, its Managers or its Members is necessary to authorize the execution, delivery or performance of this Agreement, any other agreement contemplated hereby or the consummation of the transactions contemplated hereby or thereby. This Agreement and each other Seller Document to which the Purchaser is a party has been duly and validly executed and delivered by, by the Company and the Members and this Agreement constitutes or, at and the Closing, will other agreements contemplated hereby upon execution and delivery by the Company and the Members shall each constitute, a valid and binding obligation ofof the Company and the Members, the Purchaser enforceable against the Purchaser in accordance with its respective terms except their terms. Except as 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 set forth on Schedule 3.14 (regardless of whether such enforceability is considered in a proceeding at law or in equitySeller Consents Schedule). 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 execution, delivery and performance of this Agreement and the other Seller Documents to which the Purchaser is a party agreements contemplated hereby by the Purchaser, Company and the Members and the consummation of the transactions contemplated hereby and thereby do not and shall not (ia) conflict with, with or result in a any breach of, of any of the terms, conditions or provisions of, (iib) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with the applicable requirements of the HSR Act and EXFA, result in a violation of, or cause the acceleration of any obligation under, (c) result in the creation of any lien, security interest, charge or encumbrance upon any of the Closing Assets under, or (d) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice to any court, declaration other governmental body or filing to or other third party (including, without limitation, any insurance carrier) under the provisions of the Company's articles of organization, operating agreement, any indenture, mortgage, lease, loan agreement, service agreement, agency agreement, agreement with any Governmental Body pursuant to, the corporate organizational documents of the Purchaser, insurance carrier or any Law other agreement or instrument to which the Purchaser is subject, Company or the Members are bound or affected or any Contractlaw, Permit statute, rule, regulation, judgment, order or Order decree to which the Purchaser is a named party and subject, except for consents Company or approvals set forth on SCHEDULE 8B.the Members are subject or by which any of the Interests or Closing Assets are bound.

Authorization; No Breach. (a) The execution, delivery and performance of this Agreement and the each other Seller Documents Transaction Document to which the Purchaser is or will be a party and the consummation of the Transactions have been duly authorized by all necessary corporate action the Purchaser and no other proceedings on the part of the Purchaser. This , its board of directors or managers (or equivalent governing body) or its direct or indirect equity holders are necessary to approve and authorize the execution, delivery and performance of this Agreement and each or any other Seller Transaction Document to which the Purchaser is or will be a party has been duly and validly executed and delivered by, and or the consummation of the Transactions. This Agreement constitutes or, at the Closing, will constitute, a valid and binding obligation ofof the Purchaser, the Purchaser enforceable against the Purchaser in accordance with its respective terms, and each other Transaction Document to which the Purchaser is or will be a party, when executed and delivered by the Purchaser, shall constitute a valid and binding obligation of the Purchaser, enforceable in accordance with its terms except as enforceability may be limited by (in each case, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws now or hereafter in effect relating Laws affecting creditors’ rights and remedies generally, and subject, as to or affecting creditor's rights generally enforceability, to general principles of equity (regardless of whether such enforceability enforcement is considered sought in a proceeding Proceeding at law or in equity). ). (b) The execution execution, delivery and performance of this Agreement and each other Transaction Document to which the Purchaser is or will be a party, the purchase of the Purchased Shares by the Purchaser and the fulfillment of and compliance with the respective terms hereof and thereof by the Purchaser do not and shall not (i) conflict with or result in a breach or violation of, (ii) 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 Lien upon, or the grant, assignment or other transfer to any other Person of, any license or other right or interest under, to or in any of the Purchased Shares or any of Seller’s or Seller’s Affiliates’ assets or properties 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 under or (v) create any 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, any Organizational Documents of the Purchaser, any Law or Permit to which the Purchaser is subject, or any Contract to which the Purchaser is a party or bound, except, in each case, as would not reasonably be expected to prevent or materially delay the Purchaser’s ability to consummate the Transactions. (c) No authorization, consent, approval, exemption or other action by, notice to or filing with any Governmental Authority is required in connection with the execution, delivery and performance by the Purchaser of this Agreement and each other Seller Transaction Document to which the Purchaser is or will be a party party, the consummation of the Transactions and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party by the Purchaser, do not and shall not (i) conflict with, or result in a breach of, the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with the applicable requirements of the HSR Act and EXFA, result in a violation of, require any consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration or filing to or with any Governmental Body pursuant to, the corporate organizational documents of the Purchaser, or any Law to which the Purchaser is subject, or any Contract, Permit or Order to which the Purchaser is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B.thereof.

Authorization; No Breach. (a) The execution, delivery and performance by such Seller of this Agreement and the other Seller Transaction Documents to which it is or will be a party, and the Purchaser is a party consummation of the Transactions have been duly and validly authorized by all necessary corporate requisite action on the part of such Seller, and no other proceedings on such Seller’s part are necessary to authorize the Purchaserexecution, 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 Seller Transaction Document to which the Purchaser such Seller is a party has been duly and validly executed and delivered by, and constitutes or, at the Closing, will constitute, is a valid and binding obligation ofof Buyer and/or the other parties thereto, the Purchaser constitutes (or when executed and delivered, will constitute) a valid and binding obligation of such Seller, enforceable against the Purchaser such Seller in accordance with its respective terms terms, except as enforceability may be limited by the Enforceability Exceptions. (b) Assuming receipt of the HSR Approval and any approvals, consents or expiration or termination of any waiting periods required under any other applicable bankruptcyAntitrust Laws, insolvencythe execution, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditor's rights generally (regardless of whether delivery and performance by such enforceability is considered in a proceeding at law or in equity). The execution and delivery by the Purchaser Seller of this Agreement and each Agreement, the other Seller Document Transaction Documents to which the Purchaser it is or will be a party and the fulfillment of, and consummation of the compliance with, the respective terms of this Agreement and the other Seller Documents to which the Purchaser is a party by the PurchaserTransactions, do not and shall not not: (i) in the case of any Seller that is an Entity, conflict withwith or violate the organizational documents of such Seller; (ii) assuming compliance by the Company with Section 3.02(b) and by Buyer with Section 5.02(b), conflict with or violate any Law applicable to such Seller or by which any property, right or asset of such Seller is bound; (iii) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) 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, whether with notice or lapse of time or both), require any consent under, or result in the creation or imposition of any Lien (other than a breach ofPermitted Lien) on any property, the termsright or asset of such Seller under, conditions any material agreement or provisions of, (ii) constitute a default under or any event instrument to which with the giving of notice, passage of time or both would constitute a default undersuch Seller is bound, or (iiiiv) assuming compliance with result in the applicable requirements creation of any Lien (other than a Permitted Lien) upon any of the HSR Act assets and EXFA, result in a violation of, require any consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration or filing to or with any Governmental Body pursuant to, the corporate organizational documents properties of the Purchaser, or any Law to which the Purchaser is subject, or any Contract, Permit or Order to which the Purchaser is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B.such Seller.

Authorization; No Breach. The execution, delivery and performance of this Agreement the Documents and the all other Seller Documents agreements contemplated hereby to which the Purchaser Company is a party and the filing of the Certificate of Designation have been duly authorized by the Company. The Documents and the Certificate of Designation and all necessary corporate action on the part of the Purchaser. This Agreement and each other Seller Document agreements contemplated hereby to which the Purchaser Company is a party has been duly and validly executed and delivered by, and each constitutes or, at the Closing, will constitute, a valid and binding obligation ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws now or hereafter in effect relating to or affecting creditor's rights generally (regardless the enforcement of whether such enforceability is considered in a proceeding at law or in equitycreditors' rights). The Except as set forth on the attached "Restrictions Schedule," the execution and delivery by the Purchaser Company of this Agreement the Documents and each all other Seller Document agreements contemplated hereby to which the Purchaser Company is a party 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, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the PurchaserCompany, do not and shall not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany's or any Subsidiary'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 violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with, any court or with any Governmental Body administrative or governmental body or agency pursuant to, the corporate organizational documents Certificates of Designation or the charter or bylaws of the PurchaserCompany or any Subsidiary, or any Law law, statute, rule or regulation to which the Purchaser Company or any Subsidiary is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company or any Subsidiary is a named party and subject, except for consents or approvals . Except as set forth on SCHEDULE 8B.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. The execution, delivery and performance of this Agreement Agreement, the Convertible Notes, the Ancillary Agreements and the all other Seller Documents agreements contemplated hereby to which the Purchaser Company is a party have been duly authorized by all necessary corporate action on the part of the PurchaserCompany. This Agreement Agreement, the Convertible Notes, the Ancillary Agreements, the Articles of Incorporation and each all other Seller Document agreements contemplated hereby to which the Purchaser Company is a party has been duly and validly executed and delivered by, and each constitutes or, at the Closing, will constitute, a valid and binding obligation ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms except as 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 whether such enforceability is considered in a proceeding at law or in equity)terms. The execution and delivery by the Purchaser Company of this Agreement Agreement, the Convertible Notes, the Ancillary Agreements and each all other Seller Document agreements contemplated hereby to which the Purchaser Company is a party party, the offering, sale and issuance of the Convertible Notes hereunder, the issuance of the Common Stock upon conversion of the Convertible Notes and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the PurchaserCompany, assuming receipt of all consents listed on the "Consents Schedule," do not and shall not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any Lien upon the HSR Act and EXFACompany's or any Subsidiary'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 violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with, any court or with any Governmental Body administrative or governmental body or agency pursuant to, the corporate organizational documents charter or bylaws of the PurchaserCompany or any Subsidiary, or any Law law, statute, rule or regulation to which the Purchaser Company or any Subsidiary is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company or any Subsidiary is a named party and subject. None of the Subsidiaries are subject to any restrictions upon making loans or advances or paying dividends to, except for consents transferring property to, or approvals set forth on SCHEDULE 8B.repaying any Indebtedness owed to, the Company or another Subsidiary.

Authorization; No Breach. 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 delivery, and performance of this Agreement and the of each other Seller Documents agreement, certificate, instrument, and document contemplated by this Agreement to which the Purchaser or Acquisition Sub is a party have been duly authorized and approved by all necessary corporate action on the part behalf of the PurchaserPurchaser and Acquisition Sub. This Agreement and each other Seller Document to which the Purchaser is a party has been duly and validly executed and delivered byagreement, certificate, instrument, and document contemplated by this Agreement to be executed or delivered by Purchaser or Acquisition Sub constitutes or, at the Closing, will constitute, a valid and binding obligation ofof Purchaser and Acquisition Sub (to the extent a party thereto), the Purchaser enforceable against the Purchaser in accordance with its respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter terms. Except for the filing of a Current Report on Form 8-K in effect relating to or affecting creditor's rights generally (regardless of whether such enforceability is considered in a proceeding at law or in equity). The connection with 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 Parties of this Agreement and the filing 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 this Agreement and any other Seller Documents agreements contemplated by this Agreement to which be executed or delivered by Purchaser or Acquisition Sub, and the Purchaser is a party by the Purchaserconsummation of all transactions described in this Agreement or any such other documents, do not and shall will not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under (whether with or any event which with without the passage of time, the giving of noticenotice or both), passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any Lien upon the HSR Act and EXFAEquity Interests or assets of Purchaser, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, of or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with, any third Person or with any Governmental Body court or administrative or governmental body or agency pursuant to, the corporate either Purchaser’s or Acquisition Sub’s certificate or articles of incorporation, bylaws, or other charter or organizational documents of the Purchaserdocuments, or any Law law, statute, rule or regulation to which the Purchaser or Acquisition Sub is subject, or any Contract, Permit instrument, order, judgment or Order decree to which the Purchaser or Acquisition Sub is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B..

Authorization; No Breach. The Company represents and warrants that (i) the Company is duly organized, validly existing, and in good standing under the laws of the State of Utah, and has the requisite power and authority to issue this Warrant and the Warrant Stock issuable upon the exercise of this Warrant; (ii) the number of shares of Warrant Stock issuable upon the entire exercise of this Warrant are presently authorized but unissued; (iii) the issuance of this Warrant and the issuance of the Warrant Stock issuable upon exercise of this Warrant have been authorized and approved by all necessary corporate action; (iv) the execution, delivery and performance issuance of this Agreement Warrant and the other Seller Documents issuance of the Warrant Stock underlying this Warrant will not violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Company or the provision or provisions of any agreement to which the Purchaser Company is a party have been duly authorized or is subject, or by all necessary corporate action on the part which any of the Purchaser. This Agreement and each other Seller Document to which the Purchaser Company's property is bound, or conflict with or constitute 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 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 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 Purchaser, do not and shall not (i) conflict withmaterial default thereunder, or result in the creation or imposition of any lien pursuant to the terms of any such agreement, or constitute a breach of, of any fiduciary duty owed by the terms, conditions or provisions of, (ii) constitute a default under or Company to any event which with the giving of notice, passage of time or both would constitute a default underthird party, or (iii) assuming compliance with require the applicable requirements approval of the HSR Act and EXFAany third-party pursuant to any contract, result in a violation ofagreement, require any consentinstrument, approval, waiver, Order, Permit relationship or exemption or other action by or notice, declaration or filing to or with any Governmental Body pursuant to, the corporate organizational documents of the Purchaser, or any Law legal obligation to which the Purchaser Company is subject, subject or any Contract, Permit or Order to which any of its properties may be subject; and (v) when issued, both this Warrant and the Purchaser is a named party shares of common stock issuable upon exercise of this Warrant shall be duly and subjectvalidly issued, except for consents or approvals set forth on SCHEDULE 8B.fully paid and nonassessable.

Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and each of the other Seller Transaction Documents to which the Purchaser Company is a party will have been duly authorized by all necessary corporate action on the part Company as of the PurchaserClosing upon the approval hereof by the Company, its Board of Directors and the Conflict Committee thereof and its stockholders. This Agreement and each other Seller Document the Transaction Documents to which the Purchaser Company is a party has been duly and validly executed and delivered by, and constitutes or, at the Closing, will constitute, each constitute a valid and binding obligation ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms except as 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 of the Closing. (regardless of whether such enforceability is considered in a proceeding at law or in equity). ii) The execution and delivery by the Purchaser Company 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 all Transaction Documents to which the Purchaser Company is a party party, the sale and issuance of the Class C Common Stock hereunder, the issuance of the Class A Common Stock upon conversion of Class C Common Stock (except, with respect thereto, any filings required under the HSR Act and the termination or expiration of any applicable waiting period under the HSR Act), and the fulfillment of and compliance with the respective terms hereof and thereof by the PurchaserCompany, do not and shall will not as of the Closing (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany's or any Subsidiary'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 violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing with, any court or administrative or governmental body or agency pursuant to or with any Governmental Body pursuant to, the corporate organizational documents Certificate of Incorporation of the PurchaserCompany or the amended and restated bylaws of the Company, or any Law material law, statute, rule or regulation to which the Purchaser Company is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company is a named party and subject, except for consents the filing of the Amended Certificate and any filings required after the date hereof under federal or approvals set forth on SCHEDULE 8B.state securities laws.

Authorization; No Breach. (a) The Company has full corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement that is to be executed by the Company, 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 the other Seller Documents to which the Purchaser is a party have been duly authorized by all necessary corporate action on the part each of the Purchaser. This Agreement Ancillary Agreements to be executed by the Company and each other Seller Document to which the Purchaser is a party has 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 byby the Company, and constitutes or, at assuming that this Agreement and each of the Closing, will constitute, Ancillary Agreements to be executed by the Company is a valid and binding obligation ofof the other parties hereto and thereto, this Agreement constitutes, and each of the Purchaser 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 Purchaser Company in accordance with its their respective terms except as enforceability may be limited by applicable terms, subject to bankruptcy, insolvency, reorganization, moratorium or other and similar laws now or hereafter in effect Laws relating to or affecting creditor's creditors’ rights generally or to general principles of equity. (regardless b) Except for the requirements under the HSR Act and any Other Antitrust Regulations that are required for the consummation of whether such enforceability is considered in a proceeding at law or in equity). The execution the transactions contemplated hereby and set forth on the Governmental Consents Schedule and as set forth on the Authorization Schedule, the execution, delivery by the Purchaser and performance of this Agreement and each other Seller Document of the Ancillary Agreements to which be executed by the Purchaser is a party Company and the fulfillment ofconsummation of the transactions contemplated hereby and thereby, and the or compliance with, the respective terms of this Agreement and the other Seller Documents to which the Purchaser is a party by the PurchaserAcquired Companies with any of the provisions hereof or thereof, do not and shall will not materially conflict with, result in any material breach of, require any notice under, constitute a material default under (with or without notice or lapse of time or both), result in a material violation of, result in the creation of any Lien upon any material properties or assets of any of the Acquired Companies 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 any of the Acquired Companies to make any material payment under, any provision of (i) conflict withany of the Acquired Companies’ articles of incorporation, by‑laws or result in a breach of, the terms, conditions or provisions ofother similar organizational governing documents, (ii) constitute a default under any contract required to be set forth on the Contracts Schedule, (iii) any outstanding judgment, order or decree applicable to any of the Acquired Companies or any event which with of the giving material properties or assets of notice, passage any of time or both would constitute a default underthe Acquired Companies, or (iiiiv) assuming compliance with the any applicable requirements of the HSR Act and EXFA, result in a violation of, require any consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration or filing to or with any Governmental Body pursuant to, the corporate organizational documents of the Purchaser, or any Law to which any of the Purchaser Acquired Companies is subject, or any 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. The execution, delivery and ------------------------ performance of this Agreement, the First Amendment to Amended and Restated Registration Rights Agreement, the Amended and Restated Stockholders Agreement, the Second Amendment to Purchase Agreement and the all other Seller Documents agreements contemplated hereby to which the Purchaser Company is a party party, the filing of the restatement of the Articles of Organization have been duly authorized by all necessary corporate action on the part of the PurchaserCompany. This Agreement Agreement, the First Amendment to Amended and each Restated Registration Rights Agreement, the Amended and Restated Stockholders Agreement, the Second Amendment to Purchase Agreement, the Articles of Organization and all other Seller Document agreements contemplated hereby to which the Purchaser Company is a party has been duly and validly executed and delivered by, and each constitutes or, at the Closing, will constitute, a valid and binding obligation ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms except terms. Except as enforceability may be limited by applicable bankruptcyset forth on the attached Restrictions Schedule, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditor's rights generally (regardless of whether such enforceability is considered in a proceeding at law or in equity). The the execution and --------------------- delivery by the Purchaser Company of this Agreement, the First Amendment to Amended and Restated Registration Rights Agreement, the Amended and Restated Stockholders Agreement, the Second Amendment to Purchase Agreement and each all other Seller Document agreements contemplated hereby to which the Purchaser Company is a party party, the offering, sale and issuance of the Preferred Stock hereunder, the issuance of Common Stock upon conversion of the Preferred Stock, the issuance of Class C Preferred upon the conversion of Class D Preferred, the filing of the Articles of Organization and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the PurchaserCompany, do not and shall not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany's or any Subsidiary'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 violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with, any court or with any Governmental Body administrative or governmental body or agency pursuant to, the corporate organizational documents charter or bylaws of the PurchaserCompany or any Subsidiary, or any Law law, statute, rule or regulation to which the Purchaser Company or any Subsidiary is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company or any Subsidiary is a named party and subject, except for consents or approvals . Except as set forth on SCHEDULE 8B.the attached 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 Indebtedness owed to, the Company or another Subsidiary.

Authorization; No Breach. The execution, delivery and ------------------------ performance of this Agreement, the Management Agreements, the Shareholders Agreement, the Registration Agreement and the all other Seller Documents agreements contemplated hereby to which the Purchaser Company is a party and the filing of the Articles of Incorporation referred to in paragraph 2B have been duly authorized by all necessary corporate action on the part of the PurchaserCompany. This Agreement Agreement, the Management Agreements, the Shareholders Agreement, the Registration Agreement, the Articles of Incorporation and all other agreements contemplated hereby each other Seller Document to which the Purchaser 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 ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms except as 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 whether such enforceability is considered in a proceeding at law or in equity)terms. The execution and delivery by the Purchaser Company of this Agreement, the Management Agreements, the Shareholders Agreement, the Registration Agreement and each all other Seller Document agreements contemplated hereby to which the Purchaser Company is a party party, the offering, sale and issuance of the Stock hereunder and pursuant to subparagraph 1B(b), the filing of the Articles of Incorporation referred to in paragraph 2B, and the operation by the Company of its business and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the Purchaser, Company do not and shall will not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany'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 violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration notice to any court or filing to administrative or with any Governmental Body governmental body pursuant to, the corporate organizational documents Articles of Incorporation or bylaws of the PurchaserCompany, or any Law law, statute, rule or regulation to which the Purchaser Company is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company is a named party and subjector by which it or any of the Executives is bound, except for consents including, without limitation, to the Company's knowledge, any agreement, document or approvals set forth on SCHEDULE 8B.instrument with KPMG Peat Marwick.

Authorization; No Breach. The (a) Except with respect to the Written Consent, the execution, delivery and performance by the Company of this Agreement and the each other Seller Documents Transaction Document to which the Purchaser Company is to be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary requisite corporate action of the Company, and no other company proceedings on the part of the Purchaser. This Company are necessary to authorize the execution, delivery or performance by the Company of this Agreement and each other Seller Transaction Document to which the Purchaser Company is to be a party. The Company has full corporate power and authority to execute and deliver this Agreement and each of the Transaction Documents to which it is to be a party. This Agreement has been, and each other Transaction Document to which the Company is to be a party has been will, subject to the terms hereof, be, duly and validly executed and delivered byby the Company and, assuming that this Agreement and each other Transaction Document to which the Company is to be a party is a valid and binding obligation of each other party thereto, upon delivery of the Written Consent, this Agreement constitutes, and constitutes or, at each other Transaction Document to which the Closing, Company is to be a party upon execution thereof will constitute, a valid and binding obligation ofof the Company, the Purchaser enforceable against the Purchaser Company in accordance with its respective terms terms, except as enforceability may be limited by applicable the application of bankruptcy, insolvency, reorganization, moratorium or other and similar laws now or hereafter in effect Laws relating to or affecting creditor's creditors’ rights generally or to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equitythe “Bankruptcy and Equity Exception”). The Written Consent provides that it will be irrevocable upon delivery. The affirmative vote of Stockholders representing a majority of the outstanding shares of Common Stock is the only vote of the holders of any securities of the Company or any of its Subsidiaries necessary to approve and adopt this Agreement, the Merger and the other Transactions, and the execution and delivery of the Written Consent by the Purchaser Supporting Stockholders will constitute such approval. (b) The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Merger and the other Transactions are fair to and in the best interests of the Stockholders, (ii) approving and declaring advisable this Agreement and the Transactions, including the Merger, (iii) directing that this Agreement be submitted to the Stockholders for adoption and approval and (iv) resolving to recommend that the Stockholders vote in favor of the approval and adoption of this Agreement and the Transactions, including the Merger, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (c) Except (i) as set forth on Section 5.02(c) of the Disclosure Schedule and (ii) for any approval under Antitrust Laws, and (iii) the proper filing of the Certificate of Merger, the execution, delivery and performance by the Company of this Agreement and each other Seller Transaction Document to which the Purchaser Company is to be a party and the fulfillment ofparty, and the compliance with, consummation of the respective terms of this Agreement transactions contemplated hereby and the other Seller Documents to which the Purchaser is a party by the Purchaserthereby, do not and shall not will not: (iA) conflict withviolate the Organizational Documents of the Company or any of its Subsidiaries; (B) violate any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound; or (C) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent under, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties or result in the creation or imposition of any Lien (other than a breach ofPermitted Lien) on any property, asset or right of the terms, conditions or provisions of, (ii) constitute a default under Company or any event which with the giving of noticeits Subsidiaries under any note, passage of time or both would constitute a default underbond, or (iii) assuming compliance with the applicable requirements of the HSR Act and EXFAmortgage, result in a violation ofindenture, require any consentagreement, approvallease, waiverlicense, Orderpermit, Permit or exemption franchise, instrument, obligation or other action by or notice, declaration or filing to or with any Governmental Body pursuant to, the corporate organizational documents of the Purchaser, or any Law Contract to which the Purchaser is subject, Company or any Contract, Permit of its Subsidiaries is a party or Order to by which the Purchaser is Company or any of its Subsidiaries or any of their respective properties, assets or rights are bound, except, in the case of clauses (B) and (C), as would not, and would not reasonably be expected to, be, individually or in the aggregate, material to the Company or its Subsidiaries, taken as a named party and subject, except for consents or approvals set forth on SCHEDULE 8B.whole.

Authorization; No Breach. (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 the other Seller Documents to which the Purchaser is a party have been duly authorized by all necessary corporate action on the part each of the Purchaser. This Agreement Company Documents by the Company and each other Seller Document to which the Purchaser is a party has 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 Company Documents will be at or prior to the Closing, duly and validly authorized, executed and delivered byby the Company, and constitutes or, at assuming that this Agreement and each of the Closing, will constitute, Company Documents is a valid and binding obligation ofof the other parties hereto and thereto, this Agreement constitutes, and each of the Purchaser Company Documents when so executed and delivered will constitute, a legal, valid and binding obligation of the Company, enforceable against the Purchaser Company in accordance with its their respective terms terms, except as enforceability may be limited by applicable bankruptcythe 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, insolvencythe execution, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditor's rights generally (regardless of whether such enforceability is considered in a proceeding at law or in equity). The execution delivery and delivery by the Purchaser performance of this Agreement and each other Seller Document to which of the Purchaser is a party Company Documents by the Company and the fulfillment ofconsummation of the transactions contemplated hereby and thereby, and the or compliance with, the respective terms of this Agreement and the other Seller Documents to which the Purchaser is a party by the PurchaserCompany or its Subsidiaries with any of the provisions hereof or thereof, do not and shall will not (i) conflict with, or result in a any breach of, the termsrequire any notice under, conditions or provisions of, (ii) constitute a default under (with or any event which with the giving of notice, passage without notice or lapse of time or both would constitute a default under, or (iii) assuming compliance with the applicable requirements of the HSR Act and EXFAboth), result in a violation of, require result in the creation of any consentLien upon any properties or assets of the Company or any of its Subsidiaries under, approvalgive rise to any right of termination, waivercancellation or acceleration of any obligation or to loss of a benefit under, Orderor give rise to any obligation of the Company or any of its Subsidiaries to make any payment under, Permit any provision of (i) any of the Company’s or exemption any of its Subsidiaries’ articles of incorporation, by-laws, limited liability company agreement or other action by organizational documents, (ii) any Contract required to be set forth on the Contracts Schedule, (iii) any outstanding judgment, order or notice, declaration decree applicable to the Company or filing to any of its Subsidiaries or with any Governmental Body pursuant to, the corporate organizational documents of the Purchaserproperties or assets of the Company or any of its Subsidiaries, or (iv) any applicable Law to which the Purchaser Company or any of its Subsidiaries is subject, or any Contractexcept, Permit or Order with respect to which the Purchaser is foregoing clauses (ii), (iii) and (iv), as would not be material to the Company and its Subsidiaries taken as a named party and subject, except for consents or approvals set forth on SCHEDULE 8B.whole.

Authorization; No Breach. The execution, delivery and performance of this Agreement, the Amended and Restated Registration Rights Agreement, the Amended and Restated Stockholders Agreement and the all other Seller Documents agreements contemplated hereby to which the a Purchaser is a party have been duly authorized by all necessary corporate action on the part of the each Purchaser. This Agreement Agreement, the Amended and each Restated Registration Rights Agreement, the Amended and Restated Stockholders Agreement, and all other Seller Document agreements contemplated hereby to which the a Purchaser is a party has been duly and validly executed and delivered by, and each constitutes or, at the Closing, will constitute, a valid and binding obligation ofof that Purchaser, the Purchaser enforceable against the such Purchaser in accordance with its respective terms terms, subject to the rules and principles of equity and the rules and principles applicable to bankruptcy and insolvency and except as to the extent that the enforceability of Section 6 of the Amended and Restated Registration Rights Agreement 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 whether such enforceability is considered in a proceeding at law or in equity)public policy. The execution and delivery by the each Purchaser of this Agreement, the Amended and Restated Registration Rights Agreement, the Amended and Restated Stockholders Agreement and each all other Seller Document agreements contemplated hereby to which the that Purchaser is a party party, and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the thereof by each Purchaser is a party by the Purchaser, do not and shall not (ia) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (iib) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon a Purchaser's capital stock or assets pursuant to, (iiid) assuming compliance with give any third party the applicable requirements of the HSR Act and EXFAright to modify, terminate or accelerate any obligation under, (e) result in a violation of, of or (f) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with, any court or with any Governmental Body administrative or governmental body or agency pursuant to, the corporate charter, bylaws, agreement of limited partnership, limited liability company agreement or other organizational documents of the Purchasera Purchaser (as appropriate), or any Law law, statute, rule or regulation to which the a Purchaser is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the a Purchaser is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B..

Authorization; No Breach. The execution, delivery and performance of this Agreement, the Management Agreements, the Stockholders Agreement, the Professional Services Agreement, the Registration Agreement and the all other Seller Documents agreements contemplated hereby to which the Purchaser Company is a party and the filing of the Certificate of Incorporation have been duly authorized by all necessary corporate action on the part of the PurchaserCompany. This Agreement Agreement, the Management Agreements, the Stockholders Agreement, the Professional Services Agreement, the Registration Agreement, the Certificate of Incorporation and all other agreements contemplated hereby each other Seller Document to which the Purchaser 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 ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms except as 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 whether such enforceability is considered in a proceeding at law or in equity)terms. The execution and delivery by the Purchaser Company of this Agreement, the Management Agreements, the Stockholders Agreement, the Professional Services Agreement, the Registration Agreement and each all other Seller Document agreements contemplated hereby to which the Purchaser Company is a party party, the offering, sale and issuance of the Common Stock hereunder and pursuant to subparagraph 1B(b) and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the Purchaser, Company do not and shall will not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany'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 violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration notice to any court or filing to administrative or with any Governmental Body governmental body pursuant to, the corporate organizational documents Certificate of Incorporation or bylaws of the PurchaserCompany, or any Law law, statute, rule or regulation to which the Purchaser Company is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B.by which it is bound.

Authorization; No Breach. (a) The execution, delivery and performance by the Company of this Agreement and the other Seller Transaction Documents to which the Purchaser it is or will be a party and the consummation of the Transactions have been duly and validly authorized by all necessary corporate requisite action on the part of the PurchaserCompany, and no other proceedings on the Company’s part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been, and each other Seller Transaction Document to which the Purchaser Company is a party has been (or, when executed and delivered, will be), duly and validly executed and delivered byby the Company and, assuming this Agreement and constitutes or, at the Closing, will constitute, each other Transaction Document to which it is a party is a valid and binding obligation ofof Buyer and/or the other parties thereto, constitutes (or when executed and delivered, will constitute) a valid and binding obligation of the Purchaser Company, enforceable against the Purchaser Company in accordance with its respective terms terms, except as enforceability may be limited by applicable the application of bankruptcy, insolvency, reorganization, moratorium or other and similar laws now or hereafter in effect Laws relating to or affecting creditor's creditors’ rights generally or to general principles of equity (regardless the “Enforceability Exceptions”). (b) Assuming receipt of whether such enforceability is considered in a proceeding at law the consents set forth on Schedule 3.02(b) of the Disclosure Schedules, the HSR Approval and any approvals, consents or in equity). The execution expiration or termination of any waiting periods required under any other applicable Antitrust Laws, and except as set forth on Schedule 3.02(b) of the Disclosure Schedules, the execution, delivery and performance by the Purchaser Company of this Agreement and each Agreement, the other Seller Document Transaction Documents to which the Purchaser it is or will be a party and the fulfillment of, and consummation of the compliance with, the respective terms of this Agreement and the other Seller Documents to which the Purchaser is a party by the PurchaserTransactions, do not and shall not not: (i) conflict withwith or violate the articles of incorporation, operating agreement, bylaws or equivalent organizational documents of the Company or any of its Subsidiaries; (ii) assuming compliance by Sellers with Section 4.02(b) and by Buyer with Section 5.02(b), conflict with or violate any Law applicable to the Company or any of its Subsidiaries or by which any property, right or asset of the Company or any of its Subsidiaries is bound; (iii) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) 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, whether with notice or lapse of time or both), require any consent under, or result in the creation or imposition of any Lien (other than a breach ofPermitted Lien) on any property, right or asset of the terms, conditions or provisions of, (ii) constitute a default under Company or any event which with the giving of noticeits Subsidiaries under, passage of time any Permit or both would constitute a default underany Material Contract, or (iiiiv) assuming compliance with result in the applicable requirements creation of any Lien (other than a Permitted Lien) upon any of the HSR Act assets and EXFA, result in a violation of, require any consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration or filing to or with any Governmental Body pursuant to, the corporate organizational documents properties of the Purchaser, Company or any Law to which the Purchaser is subject, or any Contract, Permit or Order to which the Purchaser is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B.its Subsidiaries.

Authorization; No Breach. The Sellers' and the Company's execution, delivery and performance of this Agreement and the all other Seller Documents agreements and instruments contemplated hereby to which the Purchaser such person is a party have been duly authorized by all necessary corporate action on the part of the Purchasersuch person. This Agreement and each other Seller Document to which the Purchaser 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 ofof the Sellers and the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms terms, except as such enforceability may be limited by (x) applicable insolvency, bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditor's creditors' rights generally and (regardless 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 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 whether the Company, enforceable in accordance with its terms, except as such enforceability is 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). The Except as set forth on the attached Authorization Schedule 6C, the execution and delivery by the Purchaser Sellers and the Company of this Agreement and each all other Seller Document agreements and instruments contemplated hereby to which the Purchaser any such person is a party party, and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the Purchaser, Company do not and shall not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under (whether with or any event which with without the passage of time, the giving of noticenotice or both), passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any Lien upon the HSR Act and EXFACompany'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 violation of, require any consent, approval, waiver, Order, Permit or exemption notice or other action by or notice, declaration or filing to or with any Governmental Body pursuant to, the corporate organizational documents articles of incorporation or bylaws of the PurchaserCompany, or any Law to which the Purchaser Company is subject, or any Contractorder, Permit judgment or Order decree or any material agreement or instrument to which the Purchaser Company is subject. The Company is not a named 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 subject, except for consents all of them have terminated all discussions with third parties (other than the Purchaser) regarding Acquisition Proposals or approvals set forth on SCHEDULE 8B.Third Party Acquisitions.

Authorization; No Breach. The execution, delivery and performance of this Agreement Agreement, the Registration Agreement, the Shareholders Agreement, and the all other Seller Documents agreements contemplated hereby to which the Purchaser Company is a party party, and the filing of the Articles of Incorporation have been duly authorized by all necessary corporate action on the part of the PurchaserCompany. This Agreement Agreement, the Registration Agreement, the Shareholders Agreement, the Amended and each other Seller Document to which the Purchaser is a party has been duly and validly executed and delivered byRestated Articles of Incorporation, and all other agreements contemplated hereby each constitutes or, at the Closing, will constitute, a valid and binding obligation ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms terms, except as enforceability it may be limited by applicable bankruptcy, insolvency, ; reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditor's the enforcement of 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 Purchaser Company of this Agreement Agreement, the Registration Agreement, the Shareholders Agreement, and each all other Seller Document agreements contemplated hereby to which the Purchaser Company is a party 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, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the PurchaserCompany, do not and shall not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany'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 violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration notice to any court or filing administrative or governmental body pursuant to the Amended and Restated Articles of Incorporation or with any Governmental Body pursuant to, the corporate organizational documents bylaws of the PurchaserCompany, or any Law law, statute, rule or regulation to which the Purchaser Company is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B..

Authorization; No Breach. The execution, delivery and performance of this Agreement, the Amended Registration Agreement, the Amended Stockholders Agreement and the all other Seller Documents agreements contemplated hereby to which the Purchaser Company is a party party, and the filing of the Certificate of Designation and the Certificate of Amendment have been duly authorized by all necessary corporate action on the part of the PurchaserCompany. This Agreement Agreement, the Amended Registration Agreement, the Amended Stockholders Agreement, the Certificate of Amendment, the Certificate of Incorporation, the Certificate of Designation and all other agreements contemplated hereby each other Seller Document to which the Purchaser 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 ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms except as 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 whether such enforceability is considered in a proceeding at law or in equity)terms. The execution and delivery by the Purchaser Company of this Agreement, the Amended Registration Agreement, the Amended Stockholders Agreement and each all other Seller Document agreements contemplated hereby to which the Purchaser Company is a party party, the offering, sale and issuance of the Stock hereunder, the filing of the Certificate of Amendment and the Certificate of Designation, and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the Purchaser, Company do not and shall not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany's or any Subsidiary'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 violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration notice to any court or filing to administrative or with any Governmental Body governmental body pursuant to, the corporate organizational documents Certificate of Amendment or the Certificate of Designation or the charter or bylaws of the PurchaserCompany or any Subsidiary, or any Law law, statute, rule or regulation to which the Purchaser Company or any Subsidiary is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company or any Subsidiary is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B..

Authorization; No Breach. 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 the all other Seller Documents agreements contemplated hereby to which the Purchaser Company is a party party, the filing of the Certificates of Designation, the amendment of the Company's Certificate of Incorporation by the Certificate Amendment and the amendment of the Company's bylaws have been duly authorized by all necessary corporate action on the part of the PurchaserCompany. This Agreement 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 each all other Seller Document agreements contemplated hereby to which the Purchaser Company is a party has been duly and validly executed and delivered by, and each constitutes or, at the Closing, will constitute, a valid and binding obligation ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws now or hereafter in effect relating to or affecting creditor's rights generally (regardless the enforcement of whether such enforceability is considered in a proceeding at law or in equitycreditors' rights). The Except as set forth on the attached "Restrictions Schedule," the execution and delivery by the Purchaser Company of this Agreement, the Registration Agreement, the Intercreditor Agreement, the Acquisition Agreement and each all other Seller Document agreements contemplated hereby to which the Purchaser Company is a party 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, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the PurchaserCompany, do not and shall not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany's or any Subsidiary'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 violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with, any court or with any Governmental Body administrative or governmental body or agency pursuant to, the corporate organizational documents Certificates of Designation or the charter or bylaws of the PurchaserCompany or any Subsidiary, or any Law law, statute, rule or regulation to which the Purchaser Company or any Subsidiary is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company or any Subsidiary is a named party and subject, except for consents or approvals . Except as set forth on SCHEDULE 8B.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. Each Seller Shareholder has the power and authority to enter into this Agreement and to carry out his, her or its obligations hereunder. The execution, execution and delivery and performance of this Agreement and the other performance by such Seller Documents to which the Purchaser is a party Shareholder of his, her or its obligations hereunder have been duly authorized by all necessary corporate action authorized, and no other proceedings on the part of the Purchasersuch Seller Shareholder are necessary to authorize such execution, delivery and performance. This Agreement and each other Seller Document to which the Purchaser is a party has been duly and validly executed and delivered by, by such Seller Shareholder and constitutes or, at the Closing, will constitute, a valid and legally binding obligation of, the Purchaser of such Seller Shareholder enforceable against the Purchaser such Seller Shareholder in accordance with its respective terms terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or Legal Requirements affecting creditor's the enforcement of creditors’ rights generally (regardless or by general principles of whether such enforceability is considered in a proceeding at law or in equity). The execution, delivery and performance of the Transaction Documents to which the Company is 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 is a party constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Legal Requirements affecting the enforcement of creditors’ rights generally or by general principles of equity. Except as set forth on the attached Schedule 2.21, the execution and delivery by the Purchaser Company and the Seller Shareholders of this Agreement Agreement, and each all other Seller Document Transaction Documents to which the Purchaser such Person is a party party, and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party by the Purchaserthereof, do not and shall not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any Lien upon the Securities or any asset or property of the HSR Act and EXFACompany 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 consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with, or with other Consent from, any Governmental Body Entity pursuant to, the corporate organizational documents charter or bylaws or equivalent governing document of the Purchaser, Company or any Law Legal Requirement to which the Purchaser Company or the Seller Shareholders or any of their Affiliates or any of their assets or properties is subject, or any Contract, Permit order, judgment or Order decree to which the Purchaser Company or the Seller Shareholders or any of their Affiliates or any of their assets or properties is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B..

Authorization; No Breach. The execution, delivery and performance of this Agreement Agreement, the Senior Management Agreements, the Stockholders Agreement, the Registration Agreement, the Professional Services Agreement, and the all other Seller Documents agreements contemplated hereby or thereby to which the Purchaser Company is a party party, have been duly authorized by all necessary corporate action on the part of the PurchaserCompany. This Agreement, the Senior Management Agreements, the Stockholders Agreement, the Registration Agreement, the Professional Services Agreement and all other agreements contemplated hereby or thereby each other Seller Document to which the Purchaser 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 ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms except as 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 whether such enforceability is considered in a proceeding at law or in equity)terms. The execution and delivery by the Purchaser Company of this Agreement Agreement, the Senior Management Agreements, the Stockholders Agreement, the Registration Agreement, the Professional Services Agreement, and each all other Seller Document agreements contemplated hereby or thereby to which the Purchaser Company is a party party, the offering, sale and issuance of the Preferred Stock and Common Stock hereunder (including pursuant to Section 1B(b)) and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the Purchaser, Company do not and shall will not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany’s equity securities or 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 authorization, consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration notice to any court or filing to administrative or with any Governmental Body governmental body pursuant to, the corporate organizational documents Certificate of Incorporation of the Purchaser, Company or the Bylaws of the Company or any Law law, statute, rule or regulation to which the Purchaser Company is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B.by which it is bound.

Authorization; No Breach. The execution, delivery and performance of this Agreement Agreement, the Warrants, the Amended Stockholders Agreement, the Exchange Notes and the all other Seller Documents agreements contemplated hereby to which the Purchaser Company is a party have been duly authorized by all necessary corporate action on the part of the PurchaserCompany. This Agreement Agreement, the Warrants, the Amended Stockholders Agreement, the Exchange Notes, the Certificate and each all other Seller Document agreements contemplated hereby to which the Purchaser Company is a party has been duly and validly executed and delivered by, and each constitutes or, at the Closing, will constitute, a valid and binding obligation ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms terms, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws now or hereafter in effect relating to or affecting creditor's the enforcement of creditors' rights generally (regardless generally, and except for judicial limitations on the enforcement of whether such enforceability is considered in a proceeding at law or in equity)the remedy of specific performance and other equitable remedies. The Except as set forth on the "No Breach; Consents" Schedule, the execution and delivery by the Purchaser Company of this Agreement, the Stockholders Agreement and each all other Seller Document agreements contemplated hereby to which the Purchaser Company is a party party, the offering and sale of the Purchased Securities hereunder, and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the PurchaserCompany and each Seller, do not and shall could not reasonably be expected to (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany's or any Subsidiary'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 violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with, any court or with any Governmental Body administrative or governmental body or agency pursuant to, (A) the corporate organizational documents charter or bylaws of the PurchaserCompany or any Subsidiary, or (B) any Law law, statute, rule or regulation to which the Purchaser Company or any Subsidiary is subject, or (C) any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company or any Subsidiary is a named party and subject, except in the case of clauses (B) and (C) only, for consents such conflicts, breaches, defaults, encumbrances, rights, violations and requirements which would not have a material adverse effect on the financial condition, assets or approvals set forth on SCHEDULE 8B.business of the Company and its Subsidiaries taken as a whole.

Authorization; No Breach. The execution, delivery and performance of this Agreement Agreement, the Registration Agreement, the Stockholders Agreement, and all other agreements contemplated hereby and thereby, the transactions contemplated hereby and thereby and the other Seller Documents filing of the Amendment to which the Purchaser is a party Amended and Restated Certificate of Incorporation have been duly authorized by all necessary the Company and are within the corporate action on the part power and authority of the PurchaserCompany. This Agreement, the Registration Agreement, the Stockholders Agreement and each all other Seller Document to which the Purchaser is a party has agreements contemplated hereby have been duly and validly executed and delivered by, by the Company and each constitutes or, at the Closing, will constitute, a valid and binding obligation ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms terms; except as enforceability that such enforcement may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditor's creditors' rights generally (regardless of whether such enforceability is considered in a proceeding at law or in equity)generally. The execution and delivery by the Purchaser Company of this Agreement, the Registration Agreement, the Stockholders Agreement and each all other Seller Document agreements contemplated hereby and thereby, the offering, sale and issuance of the Series E Preferred hereunder, the issuance of the Common Stock upon conversion of the Series E Preferred, the filing of the Amendment to which the Purchaser is a party Certificate of Incorporation and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the PurchaserCompany, do not and shall will not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany's or any Subsidiary's capital stock or assets pursuant to, (iv) give any third party the right to accelerate any obligation under, (v) result in a violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration notice to any court or filing to administrative or with any Governmental Body governmental body pursuant to, the corporate organizational documents Certificate of Incorporation or bylaws of the PurchaserCompany or any Subsidiary, or any Law law, statute, rule or regulation to which the Purchaser Company or any Subsidiary is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company or any Subsidiary is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B..

Authorization; No Breach. The execution, delivery and performance of this Agreement Agreement, the Securities and the all other Seller Documents to which the Purchaser is a party agreements and instruments contemplated hereby have been duly authorized by all necessary corporate action on the part of Company, the PurchaserOperating Partnership and each Guarantor. This Agreement Agreement, the Securities and each all other Seller Document agreements and instruments contemplated hereby to which the Purchaser Company, the Operating Partnership or any Guarantor is a party has been duly and validly each (once executed and delivered byby the Company or the Operating Partnership, and as the case may be) constitutes or, at the Closing, will constitute, a valid and binding obligation ofof each of the Company, the Purchaser Operating Partnership and the Guarantors to the extent they are a party to such agreement or instrument, enforceable against the Purchaser in accordance with its respective terms terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium moratorium, and other laws of general application affecting enforcement of creditors' rights generally, and (ii) equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other similar laws now or hereafter in effect relating to or affecting creditor's rights generally (regardless of whether such enforceability is considered in a proceeding at law or in equity)equitable remedies. The execution and delivery by the Purchaser Company, the Operating Partnership and each Guarantor of this Agreement Agreement, the Securities and each all other Seller Document to which agreements and instruments contemplated hereby, the Purchaser is a party offering, sale and issuance of the Securities hereunder and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the PurchaserCompany, the Operating Partnership and each Guarantor, do not and shall not except as set forth on the attached Consents Schedule (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany's, the Operating Partnership's or any Subsidiary'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 violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with, any court or with any Governmental Body administrative or governmental body or agency pursuant to, the corporate organizational Declaration of Trust or bylaws of the Company, the Limited Partnership Agreement of the Operating Partnership or the applicable governing documents of the Purchaserany Subsidiary, or any Law law, statute, rule or regulation to which the Purchaser Company, the Operating Partnership or any Subsidiary is subjectsubject (including, without limitation, any usury laws applicable to the Notes), or any Contractmaterial agreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company, the Operating Partnership or any Subsidiary is a named party and subject, except for consents or approvals . Except as set forth on SCHEDULE 8B.the attached Restrictions Schedule, none of the Subsidiaries is subject to any restrictions upon making loans or advances or paying dividends to, transferring property to, or repaying any Indebtedness owed to, the Company, the Operating Partnership or another Subsidiary.

Authorization; No Breach. The execution, delivery and performance of this Agreement the Transaction Agreements and the all other Seller Documents agreements contemplated hereby or thereby to which the Purchaser Issuer 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 have been duly authorized by all necessary 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 B Shares and the issuance of Common Stock and Series B Shares upon exercise of the Warrants will not require any further corporate action (except for action related to any anti-dilution adjustments) on the part of the Purchaser. This Agreement and each other Seller Document Issuer except as required pursuant to which the Purchaser is a party has been duly and validly executed and delivered bySection 5.07 and, and constitutes or, at the Closingexcept as set forth in Capitalization Schedule (b), will constitutenot be subject to any preemptive right, a valid and binding obligation of, the Purchaser enforceable against the Purchaser in accordance with its respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium right of first refusal or other similar laws now or hereafter in effect relating to or affecting creditor's rights generally (regardless of whether such enforceability is considered in a proceeding at law or in equity)right. The execution and delivery by the Purchaser Issuer of this Agreement and each all other Seller Document agreements contemplated hereby to which the Purchaser Issuer is a party party, the offering, sale and issuance of the Securities hereunder, the issuance of Common Stock upon conversion of the Series B Shares, the exercise of the Warrants, the filing of the Certificate of Designation, and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the PurchaserIssuer, do not and shall not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any Lien upon the HSR Act and EXFAIssuer's or any Subsidiary'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 violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with, any court or with any Governmental Body administrative or governmental body or agency pursuant to, the corporate organizational documents articles of incorporation or bylaws of the PurchaserIssuer or any Subsidiary, or any Law law, statute, rule or regulation, order, judgment or decree to which the Purchaser Issuer or any Subsidiary is subject, or any Contract, Permit material agreement or Order instrument to which the Purchaser Issuer or any Subsidiary is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B.such matters that would not have a Material Adverse Effect.

Authorization; No Breach. The execution, delivery and performance ------------------------ of this Agreement, the Registration Agreement, the Notes, the Pledge Agreement and the all other Seller Documents agreements contemplated by this Agreement to which the Purchaser Company is a party and the filing of the amendment of the Certificate of Incorporation have been duly authorized by all necessary corporate action on the part of the PurchaserCompany. This Agreement, the Registration Agreement, the Pledge Agreement, the Notes, the Certificate of Incorporation and all other agreements contemplated by this Agreement and each other Seller Document to which the Purchaser 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 ofof the Company, the Purchaser enforceable against the Purchaser Company in accordance with its respective terms except terms. The Pledge Agreement will create a valid and perfected first priority security interest in the Pledged Collateral (as 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 whether such enforceability is considered in a proceeding at law or in equitydefined therein). The Except as set forth on the attached "Restriction Schedule," the execution and delivery by the Purchaser Company of this Agreement, the Registration Agreement, the Pledge Agreement, and all other agreements contemplated by this Agreement and each other Seller Document to which the Purchaser Company is a party 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, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the PurchaserCompany, do not and shall not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany's or any Subsidiary's capital stock or assets pursuant to, (iv) give any third party the right to accelerate any obligations under, (v) result in a violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration notice to any court or filing to administrative or with any Governmental Body governmental body pursuant to, the corporate organizational documents Certificate of Incorporation or the 19 bylaws of the PurchaserCompany or any Subsidiary, or any Law law, statute, rule or regulation to which the Purchaser Company or any Subsidiary is subject, or any Contractmaterial agreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company or any Subsidiary is a named party and subject, except for consents or approvals . Except as set forth on SCHEDULE 8B.the Restrictions Schedule, none of the Subsidiaries is subject 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. (a) The execution, delivery and performance of this Agreement by the Company and the other Seller consummation of the Transactions have been, and the execution, delivery and performance of the Transaction Documents to which the Purchaser Company is a party have been will be at or prior to the Closing, duly and validly authorized by all necessary corporate requisite action on the part of the PurchaserCompany, and no other proceedings on the Company’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 the Company is a party will be, duly executed and delivered by the Company and, assuming this Agreement and each other Seller Transaction Document to which the Purchaser it is a party has been duly and validly executed and delivered by, and constitutes or, at the Closing, will constitute, is a valid and binding obligation ofof Buyer and/or the other parties thereto, will constitute a valid and binding obligation of the Purchaser Company, enforceable against the Purchaser Company in accordance with its respective terms terms, except as enforceability may be limited by applicable the application of bankruptcy, insolvency, reorganization, moratorium or other and similar laws now or hereafter in effect Laws relating to or affecting creditor's creditors’ rights generally or to general principles of equity. (regardless b) Assuming receipt of whether such enforceability is considered in a proceeding at law or in equitythe Antitrust Approvals, and except as set forth on Schedule 3.02(b). The execution , the execution, delivery and delivery performance by the Purchaser Company of this Agreement and each Agreement, the other Seller Document Transaction Documents to which the Purchaser it is or will be a party and the fulfillment of, and consummation of the compliance with, the respective terms of this Agreement and the other Seller Documents to which the Purchaser is a party by the PurchaserTransactions, do not and shall not will not: (i) conflict withwith or violate the articles of incorporation, bylaws or 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, right or asset of the Company or any of its Subsidiaries is bound; or (iii) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) 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, whether with notice or lapse of time or both), require any consent under, or result in the creation or imposition of any Lien (other than a breach ofPermitted Lien) on any property, right or asset of the terms, conditions or provisions of, (ii) constitute a default under Company or any event which with the giving of notice, passage of time or both would constitute a default its Subsidiaries under, any Lease or (iii) assuming compliance with any agreement required to be listed on Schedule 3.11, except, in each case, for any such conflicts, violations, breaches, defaults or other occurrences that are not, and would not reasonably be expected to be, material to the applicable requirements Company and its Subsidiaries taken as a whole and which would not reasonably be expected to prevent, materially delay or materially impair the ability of the HSR Act Company and EXFA, result in a violation of, require any consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration or filing its Subsidiaries to or with any Governmental Body pursuant to, consummate the corporate organizational documents of the Purchaser, or any Law to which the Purchaser is subject, or any Contract, Permit or Order to which the Purchaser is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B.Transactions.

Authorization; No Breach. (a) The execution, delivery and performance of this Agreement and all of the other Seller Transaction Documents and instruments contemplated hereby to which the Purchaser Company is a party party, have been duly authorized by all necessary corporate corporation action on the part of the PurchaserCompany. This Assuming this Agreement and each other Seller Document to which the Purchaser 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 ofof the Purchaser, this Agreement constitutes a valid and binding obligation of the Purchaser Company, enforceable against the Purchaser in accordance with its terms, 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 thereof, shall each constitute a valid and binding obligation of the Company, enforceable in accordance with their respective terms except as 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 acting creditors' rights generally or concerning general principles of equity. (regardless of whether such enforceability is considered b) Except as set forth on the attached Restrictions Schedule --------------------- or the Real Estate Schedule and assuming the consents, approvals, -------------------- authorizations, permits, filings and notifications referred to in a proceeding at law or in equity). The the Restrictions Schedule and the Real Estate Schedule have been obtained, the --------------------- -------------------- execution and delivery by the Purchaser Company of this Agreement and each other Seller Document all Transaction Documents and instruments contemplated hereby to which the Purchaser Company is a party and the fulfillment ofparty, and the compliance with, consummation of the respective terms of this Agreement transactions contemplated hereby and the other Seller Documents to which the Purchaser is a party thereof by the Purchaser, do not and shall Company will not (i) as of the Closing Date conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) as of the Closing Date constitute a default under (whether with or any event which with without the passage of time, the giving of noticenotice or both), passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any Encumbrance upon the HSR Act and EXFACompany Stock or 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 authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with, any third party or with any Governmental Body court or administrative or governmental body or agency pursuant to, the corporate organizational documents Company's or any Subsidiary's Certificate of Incorporation or Bylaws (in each case as in effect on the date hereof) or any law, statute, rule or regulation to which any of the Purchaser, Company or any Law to which the Purchaser of its Subsidiaries is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which any of the Purchaser Company or any of its Subsidiaries is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B.by which any of its assets are bound.

Authorization; No Breach. The execution, delivery and performance of this Agreement and the all other Seller Documents agreements and instruments contemplated hereby to which the Purchaser Company is a party and the offering, sale and issuance of the Preferred Stock and Common Stock hereunder have been duly authorized by all necessary corporate action on the part of the PurchaserCompany. This Agreement and each all other Seller Document agreements and instruments contemplated hereby to which the Purchaser Company is a party has been duly and validly executed and delivered by, and each constitutes or, at the Closing, will constitute, a valid and binding obligation ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms (except as enforceability to the extent that enforcement may be limited affected by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting insolvency and creditor's rights generally (regardless of whether such enforceability is considered in a proceeding at law or in equityrights). The execution and delivery by the Purchaser Company of this Agreement and each all other Seller Document agreements and instruments contemplated hereby to which the Purchaser Company is a party party, the offering, sale and issuance of the Preferred Stock and Common Stock hereunder and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the PurchaserCompany, do not and shall not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any Lien (other than any Lien in favor of the HSR Act lenders under the Senior Loan Documents and EXFAany inchoate tax Liens) upon the Company's or any of its Subsidiaries' 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 violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with, any court or with any Governmental Body administrative or governmental body or agency pursuant to, the corporate organizational documents charter or bylaws of the PurchaserCompany or any of its Subsidiaries, or any Law law, statute, rule or regulation to which the Purchaser Company or any of its Subsidiaries is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company or any of its Subsidiaries is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B..

Authorization; No Breach. The execution, delivery delivery, and performance of this Agreement and the all other Seller Documents agreements contemplated hereby to which the Purchaser Company or Seller is a party have been duly authorized by all necessary corporate action on the part of Company or Seller, as the Purchasercase may be. This Agreement and each other Seller Document to which the Purchaser is a party has been duly and validly agreement contemplated hereby, when executed and delivered by, and constitutes or, at by the Closingparties thereto, will constituteconstitute the legal, a valid valid, and binding obligation ofof the Company, the Purchaser Seller, or both as the case may be, enforceable against Seller or the Purchaser Company, as the case may be, in accordance with its respective terms except as the enforceability thereof may be limited by applicable the application of bankruptcy, insolvency, reorganizationmoratorium, moratorium or other similar laws now affecting the rights of creditors generally or hereafter in effect relating to or affecting creditor's rights generally (regardless judicial limits on the right of whether such enforceability is considered in a proceeding at law or in equity)specific performance. The execution and delivery by the Purchaser Company and Seller of this Agreement and each all other Seller Document agreements contemplated hereby to which the Purchaser Company or Seller is a party party, the offering and sale of the Shares hereunder and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the PurchaserCompany and Seller, do not and shall will not (i1) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii2) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, (3) result in the creation of any lien, security interest, charge, or encumbrance upon the capital stock or assets of Seller or the Company, pursuant to, (iii4) assuming compliance with give any third party the applicable requirements of the HSR Act and EXFAright to accelerate any obligation under, (5) result in a violation or give rise to termination or modification of, or (6) require any authorization, consent, approval, waiverexemption, Order, Permit or exemption or other action by or notice, declaration notice to any court or filing administrative or governmental body or any other person or entity pursuant to the charter or with any Governmental Body pursuant tobylaws of Seller, the corporate organizational documents of the PurchaserCompany, or any Law law, statute, rule, license or regulation to which Seller or the Purchaser Company, is subject, or any Contractagreement, Permit instrument, order, judgment, or Order decree to which Seller or the Purchaser Company is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B..

Authorization; No Breach. (a) The Company 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 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 the other Seller Documents to which the Purchaser is a party have been duly authorized by all necessary corporate action on the part each of the Purchaser. This Agreement Company Documents by the Company and each other Seller Document to which the Purchaser is a party has consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite limited liability company action, and no other limited liability company proceedings on its part 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 byby the Company, and constitutes or, at assuming that this Agreement and each of the Closing, will constitute, Company Documents is a valid and binding obligation ofof the other parties hereto and thereto, this Agreement constitutes, and each of the Purchaser Company Documents when so executed and delivered will constitute, a legal, valid and binding obligation of the Company, enforceable against the Purchaser Company in accordance with its their respective terms except as enforceability may be limited by applicable terms, subject to bankruptcy, insolvency, reorganization, moratorium or other and similar laws now or hereafter in effect Laws relating to or affecting creditor's creditors' rights generally or to general principles of equity. (regardless of whether such enforceability is considered in a proceeding at law b) Except as set forth on the Governmental Consents Schedule or in equity). The execution the Authorization Schedule, the execution, delivery and delivery by the Purchaser performance of this Agreement and each other Seller Document to which of the Purchaser is a party Company Documents by the Company and the fulfillment ofconsummation of the transactions contemplated hereby and thereby, and the or compliance with, the respective terms of this Agreement and the other Seller Documents to which the Purchaser is a party by the PurchaserCompany or its Subsidiaries with any of the provisions hereof or thereof, do not and shall will not (i) conflict with, or result in a any breach of, the termsrequire any notice under, conditions or provisions of, (ii) constitute a default under (with or any event which with the giving of notice, passage without notice or lapse of time or both would constitute a default under, or (iii) assuming compliance with the applicable requirements of the HSR Act and EXFAboth), result in a violation of, require result in the creation of any consentLien upon any properties or assets of the Company or any of its Subsidiaries under, approvalgive rise to any right of termination, waivercancellation or acceleration of any obligation or to loss of a benefit under, Orderor give rise to any obligation of the Company or any of its Subsidiaries to make any payment under, Permit any provision of (i) the Company's or exemption any of its Subsidiaries' certificate of incorporation or formation, bylaws, limited liability company agreement or other action by organizational documents, (ii) any contract to which the Company or noticeany of its Subsidiaries is bound or affected, declaration (iii) any outstanding judgment, order, injunction, writ or filing 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 (iv) any applicable Law to which the Company or any of its Subsidiaries is subject, except, in the case of the foregoing clauses (i) (with any Governmental Body pursuant to, respect to breaches of the corporate organizational documents of the PurchaserSubsidiaries of the Company only) and (ii), as would not and would not reasonably be expected to be, individually or any Law in the aggregate, material to which the Purchaser is subject, or any Contract, Permit or Order to which the Purchaser is a named party Company and subject, except for consents or approvals set forth on SCHEDULE 8B.its Subsidiaries.

Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and each of the other Seller Documents to which Transaction Documents, and the Purchaser is a party filing of the Certificate of Designation, have been duly authorized by all necessary corporate action on the part Company. This Agreement, each of the Purchaser. This other Transaction Documents (other than the Opportunities Agreement and each other Seller Document the Microsoft MOU, with respect to which the Purchaser is a party has been duly Company makes no such representation) and validly executed and delivered by, and the Amended Certificate each constitutes or, at the Closing, will constitute, a valid and binding obligation ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms except as 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 terms. (regardless of whether such enforceability is considered in a proceeding at law or in equity). ii) The execution and delivery by the Purchaser Company of this Agreement and each of the other Seller Document Transaction Documents (other than the Opportunities Agreement and the Microsoft MOU, with respect to which the Purchaser is a party Company makes no such representation), the offering, sale and issuance of the Series D Preferred Stock and Series D-1 Preferred Stock hereunder, the issuance of Class A Common Stock upon conversion of the Series D Preferred Stock, the adoption of the Certificate of Designation and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the PurchaserCompany, do not and shall not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany's or any Subsidiary'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 violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with, any court or with any Governmental Body administrative or governmental body or agency pursuant to, the corporate organizational documents Amended Certificate or the Bylaws or the charter or bylaws of any Subsidiary of the PurchaserCompany, or any Law law, statute, rule or regulation to which the Purchaser Company or any Subsidiary is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company or any Subsidiary is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B..

Authorization; No Breach. The Company has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the other Seller Documents to which consummation of the Purchaser is a party transactions contemplated hereby have been duly authorized and approved by all necessary corporate action on the part of the PurchaserCompany's board of directors and stockholders and no further corporate authorization on the part of the Company is necessary to authorize the execution, delivery and performance of the Company's obligations under this Agreement. Except for any net worth requirement in the Company's real property leases with respect to the parent corporation or the tenant after a merger, and except for the lease with respect to the property at 16007 and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇ Cantera (Irwindale, California) which HVC is currently leasing on a month-to-month basis, the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby do not conflict with or result in any material breach of, or constitute a material default under, result in a material violation of, result in the creation of any material Security Interest upon any material assets of the Company or any of its Subsidiaries, or require any material authorization, consent, approval, exemption or other action by or notice to any court or other governmental body, under the provisions of the Certificate of Incorporation or By-Laws or any material indenture, mortgage, lease, loan agreement or other material agreement or instrument to which the Company or any of its Subsidiaries is bound, or any material law, statute, rule, regulation, order, judgment or decree to which the Company or any of its Subsidiaries is subject. Except as set forth on Section 5.3 of the Disclosure Schedule, there is no Security Interest upon any material assets of the Company or its Subsidiaries. As of the date hereof, none of the Company or its Subsidiaries is in violation of or default under its respective Certificate of Incorporation or By-Laws. None of the items set forth in this Section 5.3 shall be deemed to be "material" unless the failure to meet the requirements thereof would reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. This Agreement and each other Seller Document to which the Purchaser 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 ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms terms, except as enforceability may be limited by applicable bankruptcybankruptcy laws, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditor's rights generally (regardless of whether such enforceability is considered in a proceeding at law or in debtor relief and general principles of 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 Purchaser, do not and shall not (i) conflict with, or result in a breach of, the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with the applicable requirements of the HSR Act and EXFA, result in a violation of, require any consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration or filing to or with any Governmental Body pursuant to, the corporate organizational documents of the Purchaser, or any Law to which the Purchaser is subject, or any 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. The execution, delivery and ------------------------ performance of this Agreement Agreement, the Registration Agreement, the Securityholders Agreement, the Executive Securities Agreements, the Performance Vesting Agreement, and the all other Seller Documents agreements contemplated hereby to which the Purchaser Company is a party party, and the amendment and restatement of the LLC Agreement, have been duly authorized by all necessary corporate action on the part of the PurchaserCompany. This Agreement Agreement, the Registration Agreement, the Securityholders Agreement, the Executive Securities Agreements, the Performance Vesting Agreement, and each all other Seller Document agreements contemplated hereby to which the Purchaser Company is a party has been duly and validly executed and delivered by, and each constitutes or, at the Closing, will constitute, a valid and binding obligation ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms terms, except as 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 creditors' rights generally (regardless and limitations on the availability of whether such enforceability is considered in a proceeding at law or in equity)equitable remedies. The execution and delivery by the Purchaser Company of this Agreement Agreement, the Registration Agreement, the Securityholders Agreement, the Executive Securities Agreements, the Performance Vesting Agreement, and each all other Seller Document agreements contemplated hereby to which the Purchaser Company is a party and the fulfillment ofconsummation 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, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the PurchaserCompany, do not and shall not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany's or any Subsidiary's equity securities or 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 authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with, any court or with any Governmental Body administrative or governmental body or agency, pursuant to, the corporate organizational documents LLC Agreement of the PurchaserCompany, or any Law law, statute, rule or regulation to which the Purchaser Company or any Subsidiary is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company or any Subsidiary is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B..

Authorization; No Breach. (i) The executionexecution and delivery of this Amended and Restated Agreement, delivery the Warrant Agreement, the Founders’ Warrants and the Private Placement Warrants and performance of this Amended and Restated Agreement and the other Seller Documents to which the Purchaser is a party Warrant Agreement have been duly authorized by all necessary corporate action on the part Company as of the Purchaserapplicable Closing Date. This Amended and Restated Agreement and each other Seller Document to which constitutes the Purchaser 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 ofof the Company, the Purchaser enforceable against the Purchaser it in accordance with its terms. The Warrant Agreement, and upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Amended and Restated Agreement, the Founders’ Warrants and the Private Placement Warrants, constitute valid and binding obligations of the Company, enforceable against it in accordance with their respective terms except as enforceability may be limited by of the applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditor's rights generally Closing Date. (regardless of whether such enforceability is considered in a proceeding at law or in equity). ii) The execution and delivery by the Purchaser Company of this Amended and Restated Agreement, the Warrant Agreement and the exchange of the Initial Founders’ Units for the New Founders’ Units and the sale and issuance of each other Seller Document to which of the Purchaser is a party Securities and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the PurchaserCompany, do not and shall will not as of the applicable Closing Date (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany’s capital stock or assets, (iv) result in a violation of, or (v) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing with, any court or administrative or governmental body or agency pursuant to or with any Governmental Body pursuant to, the corporate organizational documents Certificate of Incorporation of the PurchaserCompany or the bylaws of the Company, or any Law material law, statute, rule or regulation to which the Purchaser Company is subject, or any Contractagreement, Permit order, judgment or Order decree to which the Purchaser Company is a named party and subject, except for consents any filings required after the date hereof under federal or approvals set forth on SCHEDULE 8B.state securities laws.

Authorization; No Breach. (a) The execution, delivery and performance of this Agreement and the other agreements contemplated hereby to be executed and delivered by each Seller Documents to which Entity and the Purchaser is a party consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary requisite corporate (in the case PA) or limited liability company action (in the case of VG) on the part of such Seller Entity, and no other proceedings on the Purchaserpart of such Seller Entity are necessary to authorize execution, delivery or performance of this Agreement or the other agreements contemplated hereby by such Seller Entity. Each Seller Party has full power, authority and legal capacity to enter into this Agreement and the other agreements contemplated hereby to be executed and delivered by such Seller Party. This Agreement and each other Seller Document to which the Purchaser is a party has been duly and validly executed and delivered by, and constitutes orand, at the Closing, will constituteeach of the other agreements contemplated hereby to be executed, a valid has been duly executed and binding obligation ofdelivered by each Seller Party, the Purchaser enforceable against the Purchaser in accordance with its respective terms except as 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 whether such enforceability is considered in a proceeding at law or in equity). The and upon execution and delivery by the Purchaser Buyer constitutes the valid and binding obligations of this Agreement such Seller Party, enforceable in accordance with their respective terms. (b) The execution, delivery and each other Seller Document to which the Purchaser is a party and the fulfillment of, and the compliance with, the respective terms performance of this Agreement and the other agreements contemplated hereby to be executed and delivered by each Seller Documents to which Party and the Purchaser is a party by consummation of the Purchaser, transactions contemplated hereby and thereby do not and shall not (i) conflict with, with or result in a any breach of, the of any of terms, conditions or the provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with the applicable requirements of the HSR Act and EXFA, result in a violation of, (iv) give any third party the right to terminate or to accelerate any obligation under, (v) result in the creation of any Lien of any kind upon any of the Seller Entity Assets as a result of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration notice to or filing to or with any Governmental Body pursuant tocourt or other governmental or regulatory body or authority or any other Person under, the corporate organizational documents provisions of such Seller Entity’s articles of incorporation, certificate of formation, bylaws or operating agreement or any indenture, mortgage, lease, loan agreement, license, permit, contract, understanding, commitment or other agreement or instrument to which DocuSign Envelope ID: 527E44C1-3B8F-43DC-92D2-5F1F96B5B037 any Seller Party or the PurchaserSeller Entity Assets are bound or affected, or any Law to which any Seller Party or the Purchaser is Seller Entity Assets are subject, other than in each case any such items that have not had and would not reasonably be expected to have, individually or any Contractin the aggregate, Permit or Order to which the Purchaser is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B.Material Adverse Effect.

Authorization; No Breach. The execution, delivery and performance of this Agreement and the other Seller Transaction Documents to which by the Purchaser is a party have been duly authorized by all necessary corporate action on Company and the part consummation of the Purchaser. This Agreement transactions contemplated hereby and each other Seller Document to which the Purchaser is a party has thereby have been duly and validly authorized 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 and the other Transaction Documents. Except as set forth on the Authorization Schedule, the execution, delivery and performance of this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby do not conflict with or result in any breach of, constitute a default under, result in a violation of, result in the creation of any Lien upon any assets of the Company or any of its Subsidiaries under, or require any authorization, consent, approval, exemption or other action by or notice to any court or other governmental body under, the provisions of the Company’s or any of its Subsidiaries’ certificates or articles of incorporation or bylaws or, in the case of a foreign Subsidiary, the equivalent governing document, as applicable, or any indenture, mortgage, lease, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is bound, or any Law to which the Company or any of its Subsidiaries is subject, except as would not reasonably be expected to, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole. This Agreement has been and, as of the Closing Date, the other Transaction Documents shall be, duly executed and delivered byby the Company and assuming due authorization, execution and delivery by the other parties to this Agreement and the other Transaction Documents, this Agreement constitutes, and constitutes or, the other Transaction Documents shall constitute at the Closing, will constitute, a legally valid and binding obligation ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms terms, except as enforceability may be limited by applicable bankruptcybankruptcy Laws, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or Laws affecting creditor's creditors’ rights generally (regardless and general principles of whether such enforceability is considered in a proceeding at law or in equity). The execution equity affecting the availability of specific performance 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 Purchaser, do not and shall not (i) conflict with, or result in a breach of, the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with the applicable requirements of the HSR Act and EXFA, result in a violation of, require any consent, approval, waiver, Order, Permit or exemption or other action by or notice, declaration or filing to or with any Governmental Body pursuant to, the corporate organizational documents of the Purchaser, or any Law to which the Purchaser is subject, or any Contract, Permit or Order to which the Purchaser is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B.equitable remedies.

Authorization; No Breach. The execution, delivery and performance of this Agreement, the Stock Purchase Agreement, the Voting Agreement, the Credit Agreement and the all other Seller Documents agreements contemplated hereby and thereby to which the Purchaser Company is a party party, the amendment of the Certificate of Incorporation have been duly authorized by all necessary corporate action on the part of the PurchaserCompany. This Agreement Agreement, the Voting Agreement, the Credit Agreement, the Restated Certificate and each all other Seller Document agreements contemplated hereby and thereby to which the Purchaser Company is a party has been duly and validly executed and delivered by, and each constitutes or, at the Closing, will constitute, a valid and binding obligation ofof the Company, the Purchaser enforceable against the Purchaser in accordance with its respective terms except as 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 whether such enforceability is considered in a proceeding at law or in equity)terms. The execution and delivery by the Purchaser Company of this Agreement, the Voting Agreement, the Credit Agreement and each all other Seller Document agreements contemplated hereby and thereby to which the Purchaser Company is a party party, the issuance of the Common Stock hereunder, the amendment of the Restated Certificate and the fulfillment of, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the PurchaserCompany, do not and shall not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with except pursuant to the applicable requirements Credit Agreements, result in the creation of any lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany's or any Subsidiary'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 violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with, any court or with any Governmental Body administrative or governmental body or agency pursuant to, the corporate organizational documents Current Certificate or the certificate of the Purchaserincorporation of any Subsidiary, or any Law law, statute, rule or regulation to which the Purchaser Company or any Subsidiary is subject, or any Contractagreement, Permit instrument, order, judgment or Order decree to which the Purchaser Company or any Subsidiary is a named party or by which their respective property is bound, other than as expressly contemplated in such agreements described above and subject, except for consents or approvals set forth on SCHEDULE 8B.other than those made and obtained.

Authorization; No Breach. The execution, delivery and performance of this Agreement each of the Transaction Documents and the all other Seller Documents agreements and instruments contemplated hereby to which the Purchaser Company is a party have been duly authorized by all necessary corporate action on the part Company. Each of the Purchaser. This Agreement Transaction Documents and each all other Seller Document agreements and instruments contemplated hereby to which the Purchaser Company is a party has been duly and validly executed and delivered by, and each constitutes or, at the Closing, will constitute, a valid and binding obligation of, of the Purchaser Company enforceable against the Purchaser in accordance with its respective terms terms, except as (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 other similar laws now or hereafter in effect relating to or affecting creditor's creditors’ rights generally and (regardless iii) enforceability may be limited by general principles of whether such enforceability is considered in a proceeding at law or in equity). The execution and delivery by the Purchaser Company of this Agreement each of the Transaction Documents and each all other Seller Document agreements and instruments contemplated hereby to which the Purchaser Company is a party 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, of and the compliance with, with the respective terms of this Agreement hereof and the other Seller Documents to which the Purchaser is a party thereof by the PurchaserCompany, as applicable, do not and shall not (i) conflict with, with or result in a breach of, of the terms, conditions or provisions of, (ii) constitute a default under or any event which with the giving of notice, passage of time or both would constitute a default under, or (iii) assuming compliance with result in the applicable requirements creation of any Lien, security interest, charge or encumbrance upon the HSR Act and EXFACompany’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 violation of, or (vi) require any authorization, consent, approval, waiver, Order, Permit or exemption or other action by or noticenotice or declaration to, declaration or filing to with, any court or with any Governmental Body administrative or governmental body or agency pursuant to, the corporate organizational articles of incorporation, bylaws or other charter documents of the PurchaserCompany, or any Law law, statute, rule or regulation to which the Purchaser Company or any of its Significant Subsidiaries is subjectsubject (including, without limitation, any usury laws applicable to the Note), or any Contractmaterial agreement or instrument or any order, Permit judgment or Order decree to which the Purchaser Company or any of its Significant Subsidiaries is a named party and subject, except for consents or approvals set forth on SCHEDULE 8B..