Common use of Authorization; No Conflict Clause in Contracts

Authorization; No Conflict. (a) The Company has full limited liability company power and, upon receipt of the Company Equity Holders’ Approval, authority to enter into this Agreement and the Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly authorized by all requisite limited liability company action on the part of the Company, subject only to the receipt of the Company Equity Holders’ Approval. This Agreement has been duly and validly executed and delivered by the Company, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents. (b) Subject to the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Transaction Documents by the Company and its Subsidiaries, and the consummation of the Transactions, do not and will not, with or without notice, lapse of time or both: (i) conflict with or result in a breach or violation of the Organizational Documents of the Company or any of its Subsidiaries; (ii) require any consent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), result in, or give any Person a right of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to any obligation to make payments or provide compensation under, result in the creation of any Lien upon any of the properties or assets of an Acquired Company under, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Material Contract or Material Permit, except, with respect to the foregoing clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect.

Authorization; No Conflict. (a) The Company Each of Buyer and Merger Sub has full limited liability company all necessary corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into execute and deliver this Agreement and the all other Transaction Documents to which it is a party, party delivered in connection with this Agreement and to carry out perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder Buyer and thereunder Merger Sub and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all requisite limited liability company necessary corporate action on the part of Buyer and Merger Sub and no other corporate proceedings on the Company, subject only part of Buyer and Merger Sub are necessary to authorize this Agreement and the receipt of Transaction Documents or to consummate the Company Equity Holders’ Approvaltransactions so contemplated. This Agreement has and the Transaction Documents have been duly and validly executed and delivered by Buyer and Merger Sub and, assuming the Company, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutesthe Company, or upon such delivery constitutes, a legal, valid constitute the legal and binding obligation of the Company Buyer and Merger Sub, enforceable against the Company Buyer and Merger Sub in accordance with its their respective terms, except as such enforceability may be limited by subject to (i) the effect of bankruptcy, insolvencyfraudulent conveyance, reorganization, moratorium and other similar laws relating to or similar Laws affecting creditors’ the enforcement of creditor’s rights generally generally, and by (ii) general equitable principles of equity (regardless of whether enforcement is sought considered in a proceeding in equity or at law or in equity) (the “Enforcement Exceptions”law). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents. (b) Subject to the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the The execution, delivery and performance of this Agreement and the Transaction Documents by the Company Buyer and its SubsidiariesMerger Sub, and the consummation of the Transactionstransactions contemplated thereby, do not and will not, with or without notice, lapse of time time, or both: (i) conflict with or result in a breach or violation of the Organizational Charter Documents of the Company Buyer or any of its SubsidiariesMerger Sub (as applicable); (ii) violate in any material respect any Law to which Buyer and Merger Sub or any of their respective properties, rights or assets are subject or bound or require any the consent, waiver, approval, declaration authorization or authorization approval of, or notice to or filing withto, any Governmental Authority; or (iii) violate, conflict withto the extent such conflict, result in a breach or default under (with notice or lapse of time or both)violation, result inbreach, or give any Person a right of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to any obligation to make payments or provide compensation under, result in the creation of any Lien upon any of the properties or assets of an Acquired Company under, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty impairment or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Material Contract or Material Permit, except, with respect to the foregoing clauses (ii) and (iii), as other effect would not, individually or in the aggregate, reasonably be likely expected to have a Material Adverse Effectmaterial adverse effect on Buyer or Merger Sub.

Authorization; No Conflict. (a) The Company has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement Agreement, and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, and to carry out perform its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery by the Company of this Agreement and by the Transaction Documents to which it is a partyCompany, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly authorized by all requisite limited liability company action the Board of Directors of the Company (the “Company Board”). No other corporate proceedings on the part of the Company, subject only to the receipt Company or any of the Company Equity Holders’ ApprovalSubsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions except, as may be necessary in the case of any other Transactions for which stockholder approval is required by Law, the requisite approval by the stockholders of the Company as determined in accordance with the Company’s certificate or articles of incorporation, its bylaws and applicable Law. This Agreement has been duly and validly executed and delivered by the Company, Company and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting creditors’ the enforcement of creditors rights generally and by general equitable principles of equity general applicability. (regardless of whether enforcement is sought in a proceeding at law or in equityb) (the “Enforcement Exceptions”). The Company’s board of managersCompany Board, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents held, duly and unanimously adopted resolutions (i) determined that approving this Agreement, the Transaction Documents Tender Agreements, the Offer and the Merger other Transactions, and (ii) determining that the terms of the Offer and the other Transactions are advisable, fair to, to and in the best interests of, of the Company and its membersstockholders, and (iiiii) approved recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer. Such resolutions are sufficient to render the provisions of Section 203 of the DGCL inapplicable to Purchaser with respect to this Agreement, the Transactions and the Merger Offer and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational DocumentsTransactions. (bc) Subject to the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or Except as otherwise set forth on Section 3.3(b2.3(c) of the Company Disclosure Schedule, none of the execution, Company’s execution and delivery and performance of this Agreement and the Transaction Documents Tender Agreements, the performance of the Company’s obligations hereunder, consummation by the Company and its Subsidiaries, and the consummation of the Transactions, do not and Transactions or compliance by the Company with any of the provisions herein will not, with or without notice, lapse of time or both: (i) conflict with or result in a violation or breach of or violation conflict with the certificate or articles of the Organizational Documents incorporation or bylaws or other similar organizational documents of the Company or any of its the Company Subsidiaries; , (ii) require result in a violation or breach of or conflict with any consent, waiver, approval, declaration or authorization provisions of, or notice to constitute a default (or filing withan event which, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), would constitute a default) under, or result inin the termination, cancellation of, or give any Person rise to a right of, termination, cancellation, acceleration, suspension, modification or revocation of purchase under, give rise to any obligation to make payments or provide compensation accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (as defined in Section 2.4) upon any of the properties or assets owned or operated by the Company or any Company Subsidiaries under any of an Acquired the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which the Company underor any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, give approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Person the right to declare a defaultjudgment, exercise ruling, order, writ, injunction or decree (“Judgment”) or any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Material Contract or Material Permit, except, with respect Law applicable to the foregoing clauses Company or any of the Company Subsidiaries or any of their respective properties or assets, other than any such event described in items (ii) and (iii), as would not) which, individually or in the aggregate, has not had and would not reasonably be likely expected to have a Company Material Adverse Effect. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state, local or foreign governmental or regulatory authority (a “Governmental Authority”) is necessary to be obtained or made by the Company or any Company Subsidiary in connection with the Company’s execution, delivery and performance of this Agreement, the Tender Agreements, or the consummation by the Company of the Transactions, except for (i) the filing with the SEC of (A) the Schedule 14D-9, (B) any information statement required by Rule 14f-1 promulgated by the SEC under the Exchange Act (the “Information Statement”) in connection with the Offer and (C) such reports under Section 13 or 16 of the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with this Agreement and the Transactions, (ii) compliance with the rules of The Nasdaq Stock Market LLC (“Nasdaq”), and (iii) compliance with the “blue sky” laws of various states, and except where the failure to obtain or take such action, individually or in the aggregate, has not had and would not reasonably be expected to have or result in a Company Material Adverse Effect.

Authorization; No Conflict. (a) The Company has Each of Parent and Merger Sub have full corporate and limited liability company company, respectively, power and, upon receipt of the Company Parent Equity Holders’ Approval, authority to enter into this Agreement and the Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by the Company each of Parent and Merger Sub of this Agreement and the Transaction Documents to which it is a party, the performance by the Company each of Parent and Merger Sub of its obligations hereunder and thereunder and the consummation by the Company each of Parent and Merger Sub of the Transactions have been duly and validly authorized by all requisite corporate and limited liability company action on the part of the Companyeach of Parent and Merger Sub, subject only to the receipt of the Company Parent Equity Holders’ Approval. This Agreement has been duly and validly executed and delivered by the Companyeach of Parent and Merger Sub, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, a legal, valid and binding obligation of the Company each of Parent and Merger Sub enforceable against the Company each of Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (subject to the “Enforcement Exceptions”). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents. (b) Subject to Assuming the receipt of the Company Parent Equity Holders’ ApprovalApproval is obtained and the effectiveness of the Domestication, and except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure ScheduleAct, the execution, delivery and performance of this Agreement and the Transaction Documents by the Company Parent and its Subsidiaries, Merger Sub and the consummation of the Transactions, do not and will not, with or without notice, lapse of time or both: (i) conflict with or result in a breach or violation of the Organizational Documents of the Company Parent or any of its Subsidiaries; (ii) except for applicable requirements, if any, of the Securities Act, the Exchange Act, and state securities laws, require any consent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), result in, or give any Person a right of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to any obligation to make payments or provide compensation under, result in the creation of any Lien upon any of the properties or assets of an Acquired Acquiror Company under, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Material Parent Contract or Material PermitPermit reasonably necessary to lawfully conduct the business of Parent as presently conducted in all material respects, except, with respect to the foregoing clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be likely expected to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) The Company Each of Parent and Merger Sub has full limited liability company all requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents to which it is a partyAgreement, to carry out its obligations hereunder and thereunder and and, subject to adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Sub, to consummate the Transactions. The execution and delivery by the Company of this Agreement by Parent and the Transaction Documents to which it is a partyMerger Sub, the performance by the Company Parent and Merger Sub of its their respective obligations hereunder and thereunder hereunder, and the consummation by the Company Parent and Merger Sub of the Transactions have been duly authorized by all requisite limited liability company action the respective Boards of Directors of Parent and Merger Sub and, other than the adoption of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the Companyexecution and delivery of this Agreement, subject only to the receipt performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Company Equity Holders’ ApprovalTransactions. Parent, as the sole stockholder of Merger Sub, will vote to adopt this Agreement immediately after the execution and delivery of this Agreement. This Agreement has been duly and validly executed and delivered by the CompanyParent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, and (assuming due and valid authorization, execution and delivery thereof by any other applicable parties thereto) constitutesthe Company, or upon such delivery constitutes, a legal, valid and binding obligation of the Company enforceable against the Company each of Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted subject to the Company’s members for adoption Bankruptcy and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational DocumentsEquity Exception. (b) Subject The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted, approved this Agreement and declared it advisable for Parent and Merger Sub, respectively, to enter into this Agreement, and, in the receipt case of Merger Sub, recommended that Parent in its capacity as the Company Equity Holders’ Approvalsole stockholder of Merger Sub adopt this Agreement, except for applicable requirements under which resolutions have not been rescinded or modified in any way. (c) Neither the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement and by Parent or Merger Sub, nor the Transaction Documents performance or consummation by the Company and its Subsidiaries, and the consummation Parent or Merger Sub of the Transactions, do not and Transactions will not, with or without notice, lapse of time or both: (i) conflict with or result in a violation or breach of or violation of conflict with the Organizational Documents of the Company Parent or any of its SubsidiariesMerger Sub; (ii) require result in a modification, violation or breach of, increased liability under or conflict with any consent, waiver, approval, declaration or authorization provisions of, or notice to or filing with, any Governmental Authority; or (iii) violate, conflict with, result in the loss of any material benefit under or constitute a breach default (or default under (an event which, with notice or lapse of time or both), would constitute a default) under, or result inin the termination or cancellation of, or give any Person rise to a right of, termination, cancellation, acceleration, suspension, modification of purchase (including pursuant to any right of first refusal or revocation the like) under, give rise to any obligation to make payments or provide compensation accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon upon, any of the properties, rights or assets owned or operated by Parent or Merger Sub under any of the terms, conditions or provisions of any material Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties, rights or assets may be bound; or (iii) subject to obtaining the Consents referred to in Section 3.3(d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets of an Acquired Company under, give other than any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty such event or change events described in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Material Contract or Material Permit, except, with respect to the foregoing clauses (ii) and or (iii), as would not) as, individually or in the aggregate, has not had and would not reasonably be likely expected to have have, a Parent Material Adverse Effect. (d) No Consent with or of any Governmental Authority is necessary to be obtained or made by Parent, Merger Sub or any other Subsidiary of Parent in connection with Parent’s or Merger Sub’s execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business; (ii) the filing with the SEC of such reports under Sections 13 or 16 of the Exchange Act as may be required in connection with this Agreement and the Transactions; (iii) such Consents as may be required to comply with the rules of NASDAQ; (iv) such Consents as may be required under the HSR Act and any Other Antitrust Laws and (v) such Consents as may be required under the Securities Act, the Exchange Act, any applicable foreign or state securities, “blue sky” or Takeover Law, and the filing and dissemination of the Offer Documents.

Authorization; No Conflict. (a) The Company Purchaser has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is a partyby Purchaser, the performance by the Company Purchaser of its obligations hereunder and thereunder and the consummation by the Company Purchaser of the Transactions have been duly authorized by all requisite limited liability company action the Board of Directors of Purchaser, and no other corporate proceedings on the part of Purchaser (including any vote of any class or series of outstanding capital stock) are necessary to authorize the Companyexecution and delivery of this Agreement, subject only to the receipt performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the Company Equity Holders’ ApprovalTransactions. This Agreement has been duly and validly executed and delivered by the Company, Purchaser and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Purchaser, enforceable against the Company Purchaser in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting creditors’ the enforcement of creditors rights generally and by general equitable principles of equity general applicability. (regardless b) The Board of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”). The Company’s board Directors of managersPurchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair toof such board, and not subsequently rescinded or modified in the best interests ofany way, the Company and its members, (ii) approved this Agreement, the Transactions and Tender Agreements, the Merger Offer, and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational DocumentsTransactions. (bc) Subject to the receipt None of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement and the Transaction Documents Tender Agreements by the Company and its SubsidiariesPurchaser, and the consummation by Purchaser of the Transactions, do not and Transactions or compliance by Purchaser with any of the provisions herein or therein will not, with or without notice, lapse of time or both: (i) conflict with or result in a violation or breach of or violation conflict with the certificate or articles of the Organizational Documents incorporation or bylaws of the Company Purchaser or any subsidiary of its Purchaser (the “Purchaser Subsidiaries; ”), (ii) require result in a violation or breach of or conflict with any consent, waiver, approval, declaration or authorization provisions of, or notice to constitute a default (or filing withan event which, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), would constitute a default) under, or result inin the termination, cancellation of, or give any Person rise to a right of, termination, cancellation, acceleration, suspension, modification or revocation of purchase under, give rise to any obligation to make payments or provide compensation accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Purchaser or any of an Acquired Company underthe Purchaser Subsidiaries under any of the terms, give conditions or provisions of any Person note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Purchaser or any of the right Purchaser Subsidiaries is a party or by which Purchaser or any of the Purchaser Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to declare a defaultobtaining or making the consents, exercise approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any remedy, claim a rebate, chargeback, penalty Judgment or change Law applicable to Purchaser or any of the Purchaser Subsidiaries or any of their respective properties or assets other than any such event described in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Material Contract or Material Permit, except, with respect to the foregoing clauses items (ii) and or (iii), as would not) which, individually or in the aggregate, has not had and would not reasonably be likely expected to have a Purchaser Material Adverse Effect. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Purchaser or any of the Purchaser Subsidiaries in connection with Purchaser’s execution, delivery and performance of this Agreement or the Tender Agreements or the consummation by Purchaser of the Transactions, except for (i) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (ii) compliance with the rules of Nasdaq, and (iii) such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect.

Authorization; No Conflict. (a) The Company Each of the Triton Entities has -------------------------- the full legal right and all limited liability company power and, upon receipt of the Company Equity Holders’ Approval, and authority required to enter into into, execute and deliver this Agreement and the Transaction Documents documents and other agreements required to which it is a party, be executed and delivered hereunder and to carry out perform fully its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution execution, delivery and delivery by the Company performance of this Agreement and the Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions Triton Entities have been duly authorized by all requisite necessary limited liability company action on the part of the Company, subject only to the receipt of the Company Equity Holders’ ApprovalTriton Entities. This Agreement has been duly executed and validly delivered and constitutes, and each of the other agreements and documents to be delivered by the Triton Entities hereunder when executed and delivered by the CompanyTriton Entities will constitute, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, a legal, the valid and binding obligation of the Company Triton Entities, enforceable against the Company Triton Entities in accordance with its their respective terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws laws now or hereafter in effect affecting creditors’ ' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”)generally. The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents. (b) Subject to the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Transaction Documents documents and other agreements to be delivered hereunder by the Company and its Subsidiaries, Triton Entities and the consummation of the Transactions, do transactions contemplated hereby and thereby by the Triton Entities will not and will not, with or without notice, lapse of time or both: (i) conflict with violate any provision of the Triton Entities' certificates of formation or limited liability company agreements, (ii) subject to the receipt of any Consent, violate or result in a the breach or violation of any of the Organizational Documents of the Company or any of its Subsidiaries; (ii) require any consent, waiver, approval, declaration or authorization terms of, or notice to or filing with, any Governmental Authority; or (iii) violate, conflict with, result in a breach an adverse modification of the effect of, otherwise give any other contracting party the right to terminate, or default under constitute (or with notice or lapse of time or both), result in, or give any Person both constitute) a right of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to any obligation to make payments or provide compensation under, result in the creation of any Lien upon any of the properties or assets of an Acquired Company under, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization default under, any Material Contract contract to which a Triton Entity is a party or Material Permitby or to which it or any of its assets or properties may be bound or subject, exceptexcluding in any case such violations, with respect to the foregoing clauses (ii) and (iii), as breaches or defaults that would not, individually or in the aggregate, not reasonably be likely expected to have a Material Adverse EffectEffect on the Purchased Assets, the Triton Entities or their ability to consummate the transactions contemplated by this Agreement, (iii) violate any order, judgment, injunction, award or decree of any Governmental Authority by which the Triton Entities, or the assets, properties or business of the Triton Entities are bound, except where such violation would not reasonably be expected to have a Material Adverse Effect on the Purchased Assets, the Triton Entities or their ability to consummate the transactions contemplated by this Agreement or (iv) to the Triton Entities' knowledge, violate any Law except where such violation would not reasonably be expected to have a Material Adverse Effect on the Purchased Assets, the Triton Entities or their ability to consummate the transactions contemplated by this Agreement.

Authorization; No Conflict. (a) The Assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of the DGCL and assuming the accuracy of Parent’s and Purchaser’s representations and warranties set forth in Section 4.10, (i) the Company has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder thereunder, and (ii) no other corporate proceedings on the part of the Company or any of the Company Subsidiaries are necessary to consummate authorize the Transactions. The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is a partyAgreement, the performance by the Company of its obligations hereunder and thereunder the consummation by the Company of the Transactions. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions have been duly authorized by all requisite limited liability company action on the part of the Company, subject only to the receipt of the Company Equity Holders’ ApprovalBoard. This Agreement has been duly and validly executed and delivered by the Company, Company and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, Parent and Purchaser constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting creditors’ the enforcement of creditors rights generally and by general equitable principles of equity general applicability. (regardless of whether enforcement is sought in a proceeding at law or in equityb) (the “Enforcement Exceptions”). The Company’s board of managersCompany Board, by resolutions duly adopted at a meeting duly called and held held, and as of the Agreement Date not subsequently rescinded or by action by unanimous written consent modified in accordance with the Company’s Organizational Documents any way, duly adopted resolutions (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents. (b) Subject to the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, approving the execution, delivery and performance of this Agreement and the Transaction Documents by Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and its Subsidiariesstockholders, (iii) agreeing that the Agreement shall be effected pursuant to Section 251(h) of the DGCL, (iv) recommending that the holders of Company Common Stock accept the Offer, tender their shares of Company Common Stock to Purchaser pursuant to the Offer; and (v) declaring that this Agreement and the consummation Transactions advisable, which resolutions, subject to Section 5.4, have not been subsequently withdrawn or modified in a manner adverse to Parent or Purchaser. Following the Offer Acceptance Time, assuming satisfaction of the TransactionsMinimum Condition, do not no vote of the holders of any class or series of the Company’s capital stock will be required in order to adopt this Agreement and the Merger. (c) Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the Transactions nor compliance by the Company with any of the provisions herein will not, with or without notice, lapse of time or both: (i) conflict with or result in a violation or breach of or violation conflict with the certificate or articles of the Organizational Documents incorporation or bylaws or other similar organizational documents of the Company or any of its the Company Subsidiaries; , (ii) require any consent, waiver, approval, declaration result in a violation or authorization breach of, or notice to constitute a default (or filing withan event which, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), would constitute a default) under, or result inin the termination or cancellation of, or give any Person rise to a right ofof purchase under, or accelerate the performance required by the Company under, or result in a right of termination, cancellation, acceleration, suspension, modification acceleration or revocation other change of any material right or obligation or the loss of any material benefit to which any Acquired Company is entitled under, give rise to any obligation to make payments or provide compensation under, result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets owned or operated by the Company or any Company Subsidiaries pursuant to the terms, conditions or provisions of, any Company Material Contract or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any judgment, ruling, order, writ, injunction or decree (“Judgment”) or any Law applicable to the Company or any of an Acquired the Company under, give Subsidiaries or any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty of their respective properties or change in delivery schedule, accelerate the maturity or performance under, or require any assets. (d) No consent, waiver, approval, noticeorder or authorization of, filingor registration, declaration or authorization underfiling with, any Material Contract Governmental Body is necessary to be obtained or Material Permitmade by the Company or any Company Subsidiary in connection with the Company’s execution, exceptdelivery and performance of this Agreement or the consummation by the Company of the Transactions, except for (i) compliance with the DGCL, with respect to the foregoing clauses filing of the Certificate of Merger, (ii) compliance with and filings pursuant to the HSR Act and the requirements of the antitrust Laws of any other relevant jurisdiction, (iii) the filing with the SEC of (x) the Schedule 14D-9, and (iii)y) if required by applicable Law, and such reports under Section 13 or 16 of the Exchange Act, as would notmay be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of NASDAQ, (v) compliance with the “blue sky” laws of various states, and (vi) any consent, approval, order, authorization, registration, declaration or filing required pursuant to any Contract between the Company or any Company Subsidiary and a Governmental Body entered into in the ordinary course with respect to Company Products, and except, in each case, where the failure to obtain or take such action, individually or in the aggregate, has not had or would not reasonably be likely expected to have or result in a Company Material Adverse Effect.

Authorization; No Conflict. (a) The Company Each of Parent and Merger Sub has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents Tender and Voting Agreement and all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is a partyTender and Voting Agreement by Parent and Merger Sub, the performance by the Company Parent and Merger Sub of its their respective obligations hereunder and thereunder and the consummation by the Company Parent and Merger Sub of the Transactions have been duly authorized by all requisite limited liability company action the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the Companyexecution and delivery of this Agreement, subject only to the receipt performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Company Equity Holders’ ApprovalTransactions. This Each of this Agreement and the Tender and Voting Agreement has been duly and validly executed and delivered by the Company, Parent and (assuming due authorization, execution Merger Sub and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Parent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting creditors’ the enforcement of creditors rights generally and by general equitable principles of equity general applicability. (regardless b) The respective Board of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”). The Company’s board Directors of managers, by resolutions duly adopted at a meeting duly called each of Parent and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) Sub has approved this Agreement, the Transactions Tender and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Voting Agreement, the Transaction DocumentsOffer, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational DocumentsTransactions. (bc) Subject to the receipt None of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement and the Transaction Documents by the Company and its SubsidiariesParent or Merger Sub, and the consummation by Parent or Merger Sub of the Transactions, do not and will not, Transactions nor compliance by Parent or Merger Sub with or without notice, lapse any of time or boththe provisions herein will: (i) conflict with or result in a violation or breach of or violation conflict with the certificate or articles of the Organizational Documents incorporation or bylaws of the Company Parent or any of its SubsidiariesMerger Sub; (ii) require result in a violation or breach of or conflict with any consent, waiver, approval, declaration or authorization provisions of, or notice to constitute a default (or filing withan event which, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), would constitute a default) under, or result inin the termination, cancellation of, or give any Person rise to a right of, termination, cancellation, acceleration, suspension, modification or revocation of purchase under, give rise to any obligation to make payments or provide compensation accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of an Acquired Company underthe terms, give conditions or provisions of any Person note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or Merger Sub is a party or by which Parent or any of the right to declare a default, exercise Parent Subsidiaries or any remedy, claim a rebate, chargeback, penalty of their respective properties or change in delivery schedule, accelerate the maturity or performance underassets may be bound, or require (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(d), violate any consent, waiver, approval, notice, filing, declaration Judgment or authorization under, Law applicable to Parent or Merger Sub or any Material Contract of their properties or Material Permit, except, with respect to the foregoing clauses assets other than any such event described in items (ii) and (iii), as would not) which, individually or in the aggregate, has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for: (i) compliance with the DGCL with respect to the filing of the Certificate of Merger; (ii) compliance with and filings of applications and notices with, receipt of approvals or non-objections from, and expiration of related waiting periods required by, applicable Governmental Authorities, including under the HSR Act; (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions; (iv) compliance with Ohio Revised Code Section 1707.041; and (v) compliance with the rules of Amex.

Authorization; No Conflict. (a) The Assuming the accuracy of Section 5.22, the Company has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery by the Company of this Agreement and by the Transaction Documents to which it is a partyCompany, the performance by the Company of its obligations hereunder and thereunder the consummation by the Company of the transactions contemplated hereby have been duly and validly approved by the Board of the Company, the Board of the Company has resolved to recommend adoption of this Agreement by the stockholders of the Company and has directed that this Agreement be submitted to the stockholders of the Company for their consideration. No other corporate proceedings on the part of the Company or any of the Company Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions have been duly authorized transactions contemplated hereby, except for the adoption of this Agreement by all requisite limited liability company action on the part of the Company, subject only to the receipt of the Required Company Equity Holders’ ApprovalVote (as defined in Section 4.12(b)). This Agreement has been duly and validly executed and delivered by the CompanyCompany and, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constituteseach of Parent and Merger Sub, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or similar Laws affecting creditors’ rights creditors generally and or by general equity principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law or in equity) (the “Enforcement Exceptions”Law). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents. (b) Subject to Neither the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement and the Transaction Documents by the Company and its Subsidiaries, and nor the consummation by the Company of the Transactions, do not and transactions contemplated hereby nor compliance by the Company with any of the provisions herein will not, with or without notice, lapse of time or both: (i) conflict with or result in a violation or breach of or violation conflict with the certificate of the Organizational Documents incorporation or bylaws of the Company or the organizational documents of any of its Subsidiaries; Company Subsidiary, (ii) require result in a violation or breach of or conflict with any consent, waiver, approval, declaration or authorization provisions of, or notice to constitute a default (or filing withan event which, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), would constitute a default) under, or result inin the termination, cancellation of, or give any Person rise to a right of, termination, cancellation, acceleration, suspension, modification or revocation of purchase under, give rise or except to any obligation to make payments the extent contemplated in Section 3.4 or provide compensation the plans or agreements referenced in Schedule 3.4 of the Company Disclosure Letter, accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets of an Acquired owned or operated by the Company under, give or any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance Company Subsidiaries under, or require result in being declared void, voidable, or without further binding effect, under any consentof the terms, waiverconditions or provisions of any note, approvalbond, noticemortgage, filingindenture, declaration deed of trust, license, contract, lease, agreement or authorization under, other instrument or obligation of any Material Contract kind to which the Company or Material Permit, except, with respect to any of the foregoing clauses (ii) and Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries or any of their respective properties or assets may be bound or (iii), as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect.

Authorization; No Conflict. (a) The Company has full limited liability company the requisite corporate power andand authority, upon receipt of the Company Equity Holders’ Approvaland has taken all corporate action necessary, authority to enter into execute, deliver and perform its obligations under this Agreement and the Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution At a meeting duly called and delivery by held (the “Company Board Meeting”), the Company of Board unanimously (i) determined that this Agreement and the Transaction Documents to which it is a partyTransactions are fair to, advisable and in the performance by best interests of the Company of its obligations hereunder Stockholders, (ii) approved and thereunder declared advisable this Agreement and the consummation by Transactions, (iii) resolved, subject to Section 7.8, to recommend that the Stockholders accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and (iv) to the extent necessary, adopted a resolution having the effect of causing this Agreement and the Transactions not to be subject to any Takeover Provision that might otherwise apply to the Transactions. None of the Transactions have been duly authorized by all requisite limited liability company action on the part of the Company, subject only to the receipt foregoing resolutions of the Company Equity Holders’ ApprovalBoard have been amended, rescinded or modified. This Agreement has been duly and validly executed and delivered by the Company, Company and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, is enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) general applicability (the “Enforcement ExceptionsBankruptcy and Equity Exception”). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent Assuming the Transactions are consummated in accordance with Section 251(h) of the Company’s Organizational Documents (i) determined that this AgreementDGCL, the Transaction Documents and the Merger and the other Transactions no stockholder votes or consents are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that necessary to authorize this Agreement be submitted or to consummate the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational DocumentsTransactions. (b) Subject to Neither the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement and the Transaction Documents by the Company and its Subsidiaries, and nor the consummation by the Company of the Transactions, do not and Transactions nor compliance by the Company with any of the provisions herein will not, with or without notice, lapse of time or both: (i) result in a violation or breach of, contravene or conflict with the Company Charter Documents or the Company Subsidiary Charter Documents, (ii) assuming compliance with the matters referred to in Section 5.3(c), conflict with or result in a violation or breach of any applicable judgment, ruling, order, writ, injunction or violation decree of any Governmental Authority or arbitrator (“Judgment”) or any provision of any applicable statute, code, decree, law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), (iii) assuming compliance with the matters referred to in Section 5.3(c), require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company or the Company Subsidiary is entitled under any provision of any Contract binding upon the Company or the Company Subsidiary or any Authorization affecting, or relating in any way to, the assets or business of the Organizational Documents Company and the Company Subsidiary or (iv) result in the creation or imposition of any Lien on any asset of the Company or any the Company Subsidiary, except as would not, in the case of its Subsidiaries; each of clauses (ii), (iii) and (iv), reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions require any consent, waiver, approval, declaration no action by or authorization in respect of, or notice to or filing with, any Governmental Authority; or , except for (i) filing the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) compliance with and filings pursuant to the HSR Act and applicable foreign competition and antitrust Laws (collectively, “Antitrust Laws”), if any, (iii) violatecompliance with any applicable requirements of the Securities Act, conflict withthe Exchange Act and any other United States state or federal securities Laws, result in a breach (iv) compliance with any NASDAQ rules and (v) actions or default under (with notice or lapse filings the failure of time or both), result in, or give any Person a right of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to any obligation which to make payments or provide compensation under, result in the creation of any Lien upon any of the properties or assets of an Acquired Company under, give any Person the right obtain has not had and would not reasonably be expected to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Material Contract or Material Permit, except, with respect to the foregoing clauses (ii) and (iii), as would nothave, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.

Authorization; No Conflict. (a) The Company Seller has full limited liability company legal right and all requisite power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into this Agreement execute and deliver each of the Transaction Documents to which it is a party, party and to carry out perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated thereby. The execution and delivery by the Company Seller of this Agreement and each of the Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions transactions contemplated thereby have been duly and validly authorized by the Board of Directors of Seller and the Sole Shareholder, and all requisite limited liability company other necessary action on the part of the Company, subject only to the receipt of the Company Equity Holders’ ApprovalSeller. This Agreement has been duly and validly executed and delivered by Seller and, assuming the Companydue and valid execution hereof by Buyer, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Seller, enforceable against the Company it in accordance with its terms, except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting from time to time in effect which affect creditors’ rights generally generally, and by general principles legal and equitable limitations on the enforceability of equity (regardless specific remedies. Each of whether enforcement the other Transaction Documents to which Seller is sought in a proceeding at law or in equity) (party has been duly and validly executed and delivered by Seller or, when so executed and delivered, assuming the “Enforcement Exceptions”). The Company’s board of managersdue and valid execution thereof by each other party thereto, will be duly and validly executed and delivered by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent Seller, enforceable against it in accordance with the Company’s Organizational Documents (i) determined that this Agreementits terms, the Transaction Documents and the Merger and the other Transactions are advisableexcept as such enforcement may be limited by applicable bankruptcy, fair toinsolvency, moratorium or similar Laws from time to time in effect which affect creditors’ rights generally, and in by legal and equitable limitations on the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders enforceability of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documentsspecific remedies. (b) Subject to the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or Except as otherwise set forth on Section 3.3(b2.2(b) of the Company Seller Disclosure Schedule, the execution, delivery and performance of this Agreement and the Transaction Documents by the Company and its SubsidiariesSeller, and the consummation of the Transactionstransactions contemplated thereby, do not and will not, with or without notice, lapse of time or both: (i) conflict with or result in a breach or violation of the Organizational Seller’s Charter Documents or any resolution of the Company Governing Body or any equity holders or members (or comparable Persons) of its SubsidiariesSeller; (ii) require on the part of Seller any consent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; or (iii) violate, materially conflict with, result in a breach material default, material modification or default under (with notice or lapse of time or both)termination under, result in, or give any Person a right of, of termination, cancellation, acceleration, suspension, modification suspension or revocation under, give rise to any obligation to make payments or provide compensation under, result in the creation loss of a material benefit or the imposition of any Lien upon any of the properties or assets of an Acquired Company under, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance material obligation under, or require any material consent, waiver, approval, notice, filing, declaration or authorization under, any Material Assigned Contract or Material Transferred Permit, except, with respect to the foregoing clauses ; (iiiv) and (iii), as would not, individually or result in the aggregatecreation or imposition of any material Lien on the Business or any Acquired Asset other than Permitted Liens; or (v) violate in any material respect any Law to which Seller, reasonably be likely to have a Material Adverse Effectthe Business or any of the Acquired Assets is subject or bound.

Authorization; No Conflict. (a) The Company Each of Holding and Comsys has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery by the Company of this Agreement by Holding and the Transaction Documents to which it is a partyComsys, the performance by the Company Holding and Comsys of its their respective obligations hereunder and thereunder and the consummation by the Company Holding and Comsys of the Transactions transactions contemplated hereby have been duly authorized by all requisite limited liability company action the Board of Directors of Holding and Comsys, respectively, and no other corporate proceedings on the part of the Company, subject only to the receipt Holding or any of the Company Equity Holders’ ApprovalHolding Subsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by Holding and Comsys of their respective obligations hereunder and the consummation by Holding and Comsys of the transactions contemplated hereby, other than obtaining the Holding Stockholder Consent (as defined in Section 4.3(c)). This Agreement has been duly and validly executed and delivered by the Company, each of Holding and (assuming due authorization, execution Comsys and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Holding and Comsys respectively, enforceable against the Company in accordance with its terms, except as such to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium reorganization or similar Laws other laws affecting the enforcement of creditors’ ' rights generally and or by general principles equitable principles. (b) The Board of equity (regardless Directors of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”). The Company’s board of managersComsys has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board duly called and held on July 15, 2004 and not subsequently rescinded or by action by unanimous written consent modified in accordance with the Company’s Organizational Documents any way, unanimously (i) determined that this Agreement, the Transaction Documents Merger, in accordance with the terms of this Agreement and the other transactions contemplated hereby to which Comsys is a party are advisable and in the best interests of Comsys and its stockholders, and (ii) approved and adopted this Agreement and approved the Merger and the other Transactions transactions contemplated hereby to which Comsys is a party. No vote of the holders of any class or series of Comsys' capital stock is necessary to consummate the Merger. (c) The Board of Directors of Holding has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board duly called and held on July 15, 2004 and not subsequently rescinded or modified in any way, unanimously (i) determined that this Agreement, the Merger, in accordance with the terms of this Agreement and the other transactions contemplated hereby to which Holding is a party are advisable, fair to, advisable and in the best interests of, the Company of Holding and its membersstockholders, and (ii) approved and adopted this Agreement, the Transactions Agreement and approved the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted transactions contemplated hereby to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreementwhich Holding is a party. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite only vote of the holders of the Company Interests any class or series of Holding's capital stock necessary to approve this Agreement, the Transaction Documents, consummate the Merger is the adoption of this Agreement by the holders of a majority of the issued and outstanding shares of Holding Common Stock (the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents"HOLDING STOCKHOLDER CONSENT"). (bd) Subject to Neither the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement and the Transaction Documents by the Company and its SubsidiariesHolding or Comsys, and nor the consummation by Holding or Comsys of the Transactions, do not and transactions contemplated hereby nor compliance by Holding or Comsys with any of the provisions herein will not, with or without notice, lapse of time or both: (i) conflict with or result in a violation or breach of or violation conflict with the certificate of the Organizational Documents incorporation or bylaws of the Company Holding or Comsys or any similar organizational documents of its any Holding Subsidiaries; , (ii) require result in a violation or breach of or conflict with any consent, waiver, approval, declaration or authorization provisions of, or notice to constitute a default (or filing withan event which, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), would constitute a default) under, or result inin the termination, cancellation of, or give any Person rise to a right of, termination, cancellation, acceleration, suspension, modification or revocation of purchase under, give rise to any obligation to make payments or provide compensation accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Holding or any of an Acquired Company under, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance Holding Subsidiaries under, or require result in being declared void, voidable or without further binding effect, or otherwise result in a detriment to Holding or any consentHolding Subsidiary under any of the terms, waiverconditions or provisions of any note, approvalbond, noticemortgage, filingindenture, declaration deed of trust, license, contract, lease, agreement or authorization under, other instrument or obligation of any Material Contract or Material Permit, except, with respect kind to the foregoing clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect.which

Authorization; No Conflict. (a) The Company Each of Parent and Merger Sub has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery by the Company of this Agreement by Parent and the Transaction Documents to which it is a partyMerger Sub, the performance by the Company Parent and Merger Sub of its their respective obligations hereunder and thereunder and the consummation by the Company Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all requisite limited liability company action the respective Boards of Directors of Parent and Merger Sub. No other corporate proceedings on the part of the CompanyParent, subject only to the receipt Merger Sub or any of the Company Equity Holders’ ApprovalParent Subsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby, except for (i) the approval of the holders of a majority of the issued and outstanding shares of Parent Common Stock present and voting in accordance with the requirements of the NYSE of the issuance of the shares of Parent Common Stock in connection with the Merger (the “Share Issuance”), (ii) the approval of the holders of a majority of the issued and outstanding shares of Parent Common Stock entitled to vote thereon of the amendment to Parent’s certificate of incorporation to increase the number of authorized shares of Parent’s capital stock and Parent Common Stock to provide for and permit the Share Issuance (the “Parent Charter Amendment”) (the actions referred to in clauses (i) and (ii), collectively, the “Required Parent Stockholder Vote”) and (iii) the approval of the Merger by Parent as the owner of all the outstanding shares of capital stock of Merger Sub. This Agreement has been duly and validly executed and delivered by the Company, Parent and (assuming due authorization, execution Merger Sub and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Parent and Merger Sub, enforceable against the Company in accordance with its terms, except as such to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium reorganization or similar Laws other laws affecting the enforcement of creditors’ rights generally and or by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documentsequitable principles. (b) Subject to Neither the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement and the Transaction Documents by the Company and its SubsidiariesParent or Merger Sub, and nor the consummation by Parent or Merger Sub of the Transactions, do not and transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein will not, with or without notice, lapse of time or both: (i) conflict with or result in a violation or breach of or violation conflict with the certificate or articles of the Organizational Documents incorporation, bylaws or other organizational documents of the Company Parent or any of its the Parent Subsidiaries; , (ii) require result in a violation or breach of or conflict with any consent, waiver, approval, declaration or authorization provisions of, or notice to constitute a default (or filing withan event which, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), would constitute a default) under, or result inin the termination, cancellation of, or give any Person rise to a right ofof purchase under, or accelerate the performance required by, or result in a right of termination, cancellation, acceleration, suspension, modification conversion (with respect to any security) or revocation acceleration under, give rise to any obligation to make payments or provide compensation under, result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or any of an Acquired Company under, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance Parent Subsidiaries under, or require result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or any consentParent Subsidiary under any of the terms, waiverconditions or provisions of any note, approvalbond, noticemortgage, filingindenture, declaration deed of trust, license, contract, lease, agreement or authorization underother instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (c) below, violate any Material Contract judgment, ruling, order, writ, injunction, decree, statute, law (including the common law), rule or Material Permit, except, with respect regulation applicable to Parent or any of the foregoing clauses Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (ii) and or (iii), as would not) which, individually or in the aggregate, has not had and would not reasonably be likely expected to have or result in a Parent Material Adverse Effect. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental or regulatory authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except for (i) compliance with the NRS, with respect to the filing of the Articles of Merger, (ii) compliance with the HSR Act, (iii) the filing with the SEC of the Joint Proxy Statement and such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (iv) the filing and effectiveness of the Form S-4 and the Form S-8, (v) the approval for listing on NYSE of the shares of Parent Common Stock issuable to the Company’s stockholders as contemplated by this Agreement and compliance with the other rules of the NYSE, (vi) the filing of the Parent Charter Amendment with the Secretary of State of the State of Delaware, (vii) Customary Post Closing Consents and (viii) compliance with the “blue sky” laws of various states, and except where the failure to obtain or take such action, individually or in the aggregate, has not had and would not reasonably be expected to have or result in a Parent Material Adverse Effect.

Authorization; No Conflict. (a) The Company has full limited liability company power andexecution, upon receipt of the Company Equity Holders’ Approval, authority to enter into this Agreement delivery and the Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery performance by the Company of this Agreement and the Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Merger and the other Transactions are within the Company’s corporate powers and, subject to the adoption of the Agreement and approval of the Merger by the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholder Approval”), have been duly authorized by all requisite limited liability company necessary corporate action on the part of the CompanyCompany and no other corporate proceedings on the part of the Company or its stockholders are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger and the other Transactions, subject only only, in the case of consummation of the Merger, to the receipt of the Company Equity Holders’ Stockholder Approval. This Agreement The Company has been duly and validly executed and delivered by the Companythis Agreement and, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutesXxxxxx and Merger Subsidiary, or upon such delivery constitutes, this Agreement constitutes a legal, valid and binding obligation agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws and other laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”). The Company Stockholder Approval is the only vote or consent of the holders of any class or series of the Company’s board of managerscapital stock necessary to approve and adopt this Agreement, by resolutions duly adopted at approve the Merger, and consummate the Merger and the other Transactions. (b) At a meeting duly called and held or by action by unanimous written consent in accordance with held, the Company’s Organizational Documents Company Board has (i) determined that this Agreement and the Transactions, the Voting Agreement, the Transaction Documents CVR Agreement and the Merger transactions contemplated hereby and the other Transactions thereby are advisable, fair to, to and in the best interests of, of the Company and its membersstockholders, (ii) approved and declared advisable this Agreement and the Voting Agreement, including the Transactions execution, delivery, and performance thereof, and the Merger consummation of the Transactions, and the other Transactions in accordance with the DLLCAtransactions contemplated hereby and thereby, (iii) resolved, subject to Section 5.3, to recommend that the Company’s stockholders adopt this Agreement and approve the Merger (such recommendation, the “Company Board Recommendation”) and (iv) directed that this Agreement be submitted to the Company’s members stockholders for adoption their adoption, which such resolutions, subject to Section 5.3, have not been rescinded, modified or withdrawn in any way. (c) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions require no consent, approval, license, permission, order, or authorization of, or registration, declaration, or filing with, or notice to (any of the foregoing being a “Consent“) any Governmental Authority, other than (i) the filing of a certificate of merger with respect to the Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) compliance with any applicable requirements of the HSR Act and competition, merger control, antitrust or similar applicable Law of any jurisdiction outside of the United States (“Foreign Antitrust Laws”), (iii) compliance with any applicable requirements of the Securities Act and the Exchange Act, (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance compliance with the DLLCA and the Company’s Organizational Documents. (b) Subject to the receipt of the Company Equity Holders’ Approval, except for any applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b3.3(c) of the Company Disclosure ScheduleSchedules, (v) compliance with any applicable state securities or “blue sky” Laws and the securities Laws of any foreign country or any applicable rules of Nasdaq, and (vi) any additional Consents with any other Governmental Authority, except, in the case of clause (vi), those that the failure of which to make or obtain has had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Except as set forth on Section 3.3(d) of the Company Disclosure Schedules, the execution, delivery and performance by the Company of this Agreement and the Transaction Documents by the Company and its Subsidiaries, and the consummation of the Transactions, do not and will not, with or without notice, lapse of time or both: not (i) contravene, conflict with, or result in any violation or breach of any provision of the Company Charter Documents or the equivalent documents of any Company Subsidiary, (ii) assuming compliance with the matters referred to in Section 3.3(c), contravene, conflict with or result in a violation or breach of any provision of any applicable Law or violation of the Organizational Documents of the Company or any of its Subsidiaries; (ii) require any consentOrder, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; or (iii) violate, conflict withassuming compliance with the matters referred to in Section 3.3(c), result in any breach of or constitute a breach default (or default under (an event that with notice or lapse of time or both), result in, or give any Person both would become a right of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to any obligation to make payments or provide compensation default) under, result in the creation of any Lien upon Company’s or any of the properties Company Subsidiaries’ loss of any benefit or assets the imposition of an Acquired Company any additional payment or other liability under, or alter the rights or obligations of any third party under or give to any Person the right to declare a defaultthird party any rights of termination, exercise any remedyamendment, claim a rebateacceleration, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance undercancellation, or require any consent, waiver, approval, notice, filing, declaration or authorization Consent under, any Company Material Contract to which the Company or Material Permitany of its Subsidiaries is a party, exceptor (iv) result in the creation or imposition of any Lien on any asset of the Company or any of the Company Subsidiaries, with respect to only such exceptions, which in the foregoing case of each of clauses (ii) and through (iiiiv), as have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.

Authorization; No Conflict. (a) The Company Assuming the accuracy of Section 4.26, each of Parent and Merger Sub has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery by the Company of this Agreement by Parent and the Transaction Documents to which it is a partyMerger Sub, the performance by the Company Parent and Merger Sub of its their respective obligations hereunder and thereunder and the consummation by the Company Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all requisite limited liability company action the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other corporate proceedings on the part of the CompanyParent, subject only to the receipt Merger Sub or any of the Company Equity Holders’ ApprovalParent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement has been duly and validly executed and delivered by the CompanyParent and Merger Sub and, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutesthe Company, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Parent and Merger Sub, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or similar Laws affecting creditors’ rights creditors generally and or by general equity principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law or in equity) (the “Enforcement Exceptions”Law). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents. (b) Subject to Neither the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement and the Transaction Documents by the Company and its Subsidiaries, and Parent or Merger Sub nor the consummation by Parent or Merger Sub of the Transactions, do not and transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein will not, with or without notice, lapse of time or both: (i) conflict with or result in a violation or breach of or violation conflict with the organizational documents of the Organizational Documents of the Company Parent or any of its the Parent Subsidiaries; , (ii) require result in a violation or breach of or conflict with any consent, waiver, approval, declaration or authorization provisions of, or notice to constitute a default (or filing withan event which, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), would constitute a default) under, or result inin the termination, cancellation of, or give any Person rise to a right of, termination, cancellation, acceleration, suspension, modification or revocation of purchase under, give rise to any obligation to make payments or provide compensation accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of an Acquired Company under, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance Parent Subsidiaries under, or require result in being declared void, voidable, or without further binding effect, under any consentof the terms, waiverconditions or provisions of any note, approvalbond, noticemortgage, filingindenture, declaration deed of trust, license, contract, lease, agreement or authorization underother instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any Material Contract judgment, ruling, order, writ, injunction, decree, statute or Material Permit, except, with respect Law applicable to Parent or any of the foregoing clauses Parent Subsidiaries or any of their respective properties or assets other than any such event described in (ii) and or (iii), as would not, individually or in the aggregate, reasonably be likely to have ) which does not constitute a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effect.

Authorization; No Conflict. (a) The Company Buyer has full limited liability company legal right and all requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into this Agreement execute and deliver each of the Transaction Documents to which it is a party, party and to carry out perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated thereby. The execution and delivery by the Company Buyer of this Agreement and the Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions transactions contemplated thereby have been duly and validly authorized by all requisite limited liability company necessary action on the part of the Company, subject only to the receipt of the Company Equity Holders’ ApprovalBuyer. This Agreement has been duly and validly executed and delivered by Buyer and, assuming the Company, due and (assuming due authorization, valid execution and delivery hereof by any other applicable parties thereto) constitutesSeller, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Buyer, enforceable against the Company it in accordance with its terms, except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting from time to time in effect which affect creditors’ rights generally generally, and by general principles legal and equitable limitations on the enforceability of equity (regardless specific remedies. Each of whether enforcement the other Transaction Documents to which Buyer is sought in a proceeding at law or in equity) (party has been duly and validly executed and delivered by Buyer or, when so executed and delivered, assuming the “Enforcement Exceptions”). The Company’s board of managersdue and valid execution and delivery thereof by each other party thereto, will be duly and validly executed and delivered by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent Buyer, enforceable against it in accordance with the Company’s Organizational Documents (i) determined that this Agreementits terms, the Transaction Documents and the Merger and the other Transactions are advisableexcept as such enforcement may be limited by applicable bankruptcy, fair toinsolvency, moratorium or similar Laws from time to time in effect which affect creditors’ rights generally, and in by legal and equitable limitations on the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders enforceability of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documentsspecific remedies. (b) Subject to the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the The execution, delivery and performance of this Agreement and the Transaction Documents by the Company and its SubsidiariesBuyer, and the consummation of the Transactionstransactions contemplated thereby, do not and will not, with or without notice, lapse of time or both: (i) conflict with or result in a breach or violation of the Organizational Buyer’s Charter Documents or any resolution of the Company or any Governing Body of its SubsidiariesBuyer; (ii) except for the Buyer Stockholder Approval, require on the part of Buyer any consent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; or (iii) violate, materially conflict with, result in a breach material default, material modification or default under (with notice or lapse of time or both)termination under, result in, or give any Person a right of, of termination, cancellation, acceleration, suspension, modification suspension or revocation under, give rise to any obligation to make payments or provide compensation under, result in the creation loss of a material benefit or the imposition of any Lien upon any of the properties or assets of an Acquired Company under, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance material obligation under, or require any material consent, waiver, approval, notice, filing, declaration or authorization under, any Buyer Material Contract or Material Permit, except, with respect Permit applicable to the foregoing clauses Buyer Group, or (iiiv) and (iii)violate in any material respect any Law to which the Buyer Group or its properties, as would not, individually rights or in the aggregate, reasonably be likely to have a Material Adverse Effectassets are subject or bound.

Authorization; No Conflict. (a) The Company has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and and, subject to the Transaction Documents adoption of this Agreement by the Company's stockholders under the DGCL to which it is a partythe extent required by applicable Law in the case of the Merger, to carry out its obligations hereunder hereunder. Assuming the accuracy of the representations and thereunder and to consummate warranties of Parent set forth in Section 4.7, the Transactions. The execution and delivery by the Company of this Agreement and by the Transaction Documents to which it is a partyCompany, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly authorized and approved by all requisite limited liability company action the Company Board. Assuming the accuracy of the representations and warranties of Parent set forth in Section 4.7, no other corporate proceedings on the part of the CompanyCompany is necessary to authorize the execution and delivery of this Agreement, subject only the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions, except, in the case of the Merger (to the receipt extent required by the DGCL), for the adoption of this Agreement by the holders of a majority of the issued and outstanding Shares (the "Required Company Equity Holders’ ApprovalStockholder Vote"). This Agreement has been duly and validly executed and delivered by the Company, Company and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting creditors’ or relating to the enforcement of creditors rights generally and by general equitable principles of equity (regardless of general applicability, whether enforcement is sought considered in a proceeding at law or in equity) equity (the “Enforcement Exceptions”"Bankruptcy and Equity Exception"). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents. (b) Subject to Neither the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement and the Transaction Documents by the Company and its Subsidiaries, and nor the performance or consummation by the Company of the Transactions, do not and Transactions will not, with or without notice, lapse of time or both: (i) result in a violation or breach of or conflict with the Company Charter Documents or the Subsidiary Documents, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a breach default (or violation of the Organizational Documents of the Company or any of its Subsidiaries; (ii) require any consentan event that, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), would constitute a default) under, or result inin the termination or cancellation of, or give any Person rise to a right of, termination, cancellation, acceleration, suspension, modification of purchase (including pursuant to any right of first refusal or revocation the like) under, give rise to any obligation to make payments or provide compensation accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by the Company or any Company Subsidiaries under any of an Acquired the terms, conditions or provisions of any Contract to which the Company underor any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to receipt of the Required Company Stockholder Vote (to the extent required by the DGCL) and obtaining or making the consents, give approvals, orders, authorizations, registrations, declarations and filings referred to in Section 3.3(c) below, violate any Person judgment, ruling, order, writ, injunction or decree of any Governmental Authority ("Judgment") or any statute, code, decree, law, ordinance, rule, regulation or order of any Governmental Authority ("Law"), in each case applicable to the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization underCompany, any Material Contract of the Company Subsidiaries or Material Permitany of their respective properties or assets, exceptother than, with respect to events described in the foregoing clauses (ii) and (iii), as would notany such event or events that, individually or in the aggregate, has not had and would not reasonably be likely to have a Company Material Adverse Effect. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any United States Federal, state or local governmental or regulatory authority, court, body or instrumentality or any governmental or regulatory authority, court, body or instrumentality outside of the United States (each, a "Governmental Authority") is necessary to be obtained or made by the Company or any Company Subsidiary in connection with the Company's execution and delivery of this Agreement or the consummation by the Company of the Transactions, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) compliance with and filings pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") and any other applicable Antitrust Laws, (iii) the filing with the SEC of (A) the Offer Documents and Schedule 14D-9, (B) if necessary, a proxy statement in definitive form relating to the Company Stockholders Meeting (as defined in Section 6.1(b)) (such proxy statement, as amended or supplemented from time to time, (the "Proxy Statement")) and compliance with other applicable requirements of the Exchange Act, (C) any information statement required by Rule 14f-1 promulgated by the SEC under the Exchange Act (the "Information Statement") in connection with the Offer and (D) such reports under Section 13 or 16 of the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of The Nasdaq Stock Market Inc. ("Nasdaq"), (v) compliance with the "blue sky" laws of various states and (vi) such other consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, would not reasonably be expected to prevent consummation of the Offer or the Merger. (d) The Board of Directors of the Company (the "Company Board"), at a meeting duly called and held, has duly and unanimously adopted resolutions (i) declaring that this Agreement and the Transactions, including the Offer and the Merger, are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the Transactions, including the Offer and the Merger (such approval having been made in accordance with the DGCL, including for purposes of Section 203 thereof), (iii) approving and adopting an amendment to the Rights Agreement that has the effect of rendering the Rights inapplicable to this Agreement and the Transactions, including the Offer and the Merger, and (iv) recommending that the Company's stockholders accept the Offer, tender their Shares to Merger Sub pursuant to the Offer and adopt this Agreement (such recommendation, the "Board Recommendation").

Authorization; No Conflict. (a) The Company Each of Parent and Merger Sub has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery by the Company of this Agreement by Parent and the Transaction Documents to which it is a partyMerger Sub, the performance by the Company Parent and Merger Sub of its their respective obligations hereunder and thereunder and the consummation by the Company Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all requisite limited liability company action the respective Boards of Directors of each of Parent and Merger Sub, and no other corporate proceedings on the part of the CompanyParent, subject only to the receipt Merger Sub or any of the Company Equity Holders’ ApprovalParent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the adoption of this Agreement by Parent as the sole stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by the Company, Parent and (assuming due authorization, execution Merger Sub and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Parent and Merger Sub, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles . (b) The Board of equity (regardless Directors of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”). The Company’s board of managersParent has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board duly called and held on June 22, 2006 and not subsequently rescinded or by action by unanimous written consent modified in accordance with the Company’s Organizational Documents any way, unanimously (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iiiii) directed determined that this Agreement be submitted to and Merger are in the Companybest interest of Parent’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreementstockholders. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite No vote of the holders of Parent common stock, par value $.10 per share, or other securities of Parent is necessary to consummate the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational DocumentsMerger. (bc) Subject to Neither the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement and the Transaction Documents by the Company and its SubsidiariesParent or Merger Sub, and nor the consummation by Parent or Merger Sub of the Transactions, do not and transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein will not, with or without notice, lapse of time or both: (i) conflict with or result in a violation or breach of or violation conflict with the certificate or articles of the Organizational Documents incorporation or bylaws of the Company Parent or any of its the Parent Subsidiaries; , (ii) require result in a violation or breach of or conflict with any consent, waiver, approval, declaration or authorization provisions of, or notice to constitute a default (or filing withan event which, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), would constitute a default) under, or result inin the termination, cancellation of, or give any Person rise to a right of, termination, cancellation, acceleration, suspension, modification or revocation of purchase under, give rise to any obligation to make payments or provide compensation accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or any of an Acquired Company under, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance Parent Subsidiaries under, or require any consentresult in being declared void, waivervoidable, approvalor without further binding effect, notice, filing, declaration or authorization under, any Material Contract or Material Permit, except, with respect otherwise result in a detriment to the foregoing clauses Parent or any Parent Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any judgment, ruling, order, writ, injunction, decree, statute, law, rule or regulation applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (ii) and or (iii), as would not) which, individually or in the aggregate, has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act, the Competition Act, and applicable foreign competition and antitrust laws, if any, (iii) the filing with the SEC of the Proxy Statement and such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (iv) compliance with the rules of the NYSE, and (v) Customary Post Closing Consents, except where the failure to obtain or take such action, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) The Company has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement Agreement, and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, and to carry out perform its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery by the Company of this Agreement and by the Transaction Documents to which it is a partyCompany, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly authorized by all requisite limited liability company action the Board of Directors of the Company at the effective time of this Agreement (the “Company Board”). No other corporate proceedings on the part of the Company, subject only to the receipt Company or any of the Company Equity Holders’ ApprovalSubsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions except, as may be necessary in the case of the Top-Up Purchase and any other Transactions for which stockholder approval is required by Law, the requisite approval by the stockholders of the Company as determined in accordance with the Company’s certificate or articles of incorporation, its bylaws and applicable Law. This Agreement has been duly and validly executed and delivered by the Company, Company and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting creditors’ the enforcement of creditors rights generally and by general equitable principles of equity general applicability. (regardless of whether enforcement is sought in a proceeding at law or in equityb) (the “Enforcement Exceptions”). The Company’s board of managersCompany Board, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents held, duly and unanimously adopted resolutions (i) determined that approving this Agreement, the Transaction Documents Tender Agreement, the Offer, the Top-Up Purchase and the Merger other Transactions, (ii) determining that the terms of the Offer, the Top-Up Purchase and the other Transactions are advisable, fair to, to and in the best interests of, of the Company and its membersstockholders, and (iii) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer. Such resolutions are sufficient to render inapplicable to Purchaser and this Agreement, the Offer, the Top-Up Purchase and the other Transactions the provisions of Section 203 of the DGCL. (c) None of the Company’s execution and delivery of this Agreement and the Tender Agreement, the performance of the Company’s obligations hereunder and thereunder, consummation by the Company of the Transactions or compliance by the Company with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws or other similar organizational documents of the Company or any of the Company Subsidiaries, (ii) approved this Agreementresult in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the Transactions and termination, cancellation of, or give rise to a right of purchase under, or accelerate the Merger and performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (as defined in Section 2.4) upon any of the properties or assets owned or operated by the Company or any Company Subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other Transactions in accordance with instrument or obligation of any kind to which the DLLCA, Company or any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries or any of their respective properties or assets may be bound or (iii) directed that this Agreement subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any judgment, ruling, order, writ, injunction or decree (“Judgment”) or any Law applicable to the Company or any of the Company Subsidiaries or any of their respective properties or assets, other than any such event described in items (ii) or (iii) which, individually or in the aggregate, has not had and would not reasonably be submitted expected to have a Company Material Adverse Effect. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state, local or foreign governmental or regulatory authority (a “Governmental Authority”) is necessary to be obtained or made by the Company or any Company Subsidiary in connection with the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents. (b) Subject to the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and or the Transaction Documents Tender Agreement, or the consummation by the Company and its Subsidiaries, and the consummation of the Transactions, do not and will not, with or without notice, lapse of time or both: except for (i) conflict the filing with the SEC of (A) the Schedule 14D-9, (B) a proxy statement, if necessary, relating to the Company Stockholders Meeting (as defined in Section 5.1(b)) (such proxy statement, as amended or result supplemented from time to time, the “Proxy Statement”), (C) any information statement required by Rule 14f-1 promulgated by the SEC under the Exchange Act (the “Information Statement”) in a breach connection with the Offer and (D) such reports under Section 13 or violation 16 of the Organizational Documents of Exchange Act and the Company or any of its Subsidiaries; rules and regulations promulgated thereunder, as may be required in connection with this Agreement and the Transactions, (ii) require any consentcompliance with the rules of The Nasdaq Stock Market LLC (“Nasdaq”), waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; or and (iii) violatecompliance with the “blue sky” laws of various states, conflict with, result in a breach and except where the failure to obtain or default under (with notice or lapse of time or both), result in, or give any Person a right of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to any obligation to make payments or provide compensation under, result in the creation of any Lien upon any of the properties or assets of an Acquired Company under, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Material Contract or Material Permit, except, with respect to the foregoing clauses (ii) and (iii), as would nottake such action, individually or in the aggregate, has not had and would not reasonably be likely expected to have or result in a Company Material Adverse Effect.

Authorization; No Conflict. (a) The Company Each of Parent and Merger Sub has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the Transactionshereunder. The execution and delivery by the Company of this Agreement by Parent and the Transaction Documents to which it is a partyMerger Sub, the performance by the Company Parent and Merger Sub of its their respective obligations hereunder and thereunder and the consummation by the Company Parent and Merger Sub of the Transactions have been duly authorized by all requisite limited liability company action the respective Boards of Directors of Parent and Merger Sub, and by Parent as the sole shareholder of Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the Companyexecution and delivery of this Agreement, subject only to the receipt performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Company Equity Holders’ ApprovalTransactions. This Agreement has been duly and validly executed and delivered by the CompanyParent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Merger Sub, and (assuming due and valid authorization, execution and delivery thereof by any other applicable parties thereto) constitutesthe Company, or upon such delivery constitutes, a legal, valid and binding obligation of the Company enforceable against the Company each of Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally subject to the Bankruptcy and by general principles Equity Exception. (b) The respective Board of equity (regardless Directors of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”). The Company’s board each of managersParent and Merger Sub has, by resolutions duly adopted at a meeting duly called adopted, and held not subsequently rescinded or by action by unanimous written consent modified in accordance with any way, approved and declared the Company’s Organizational Documents (i) determined that advisability of this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders Plan of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction DocumentsMerger, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational DocumentsTransactions. (bc) Subject to Neither the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement and by Parent or Merger Sub nor the Transaction Documents performance or consummation by the Company and its Subsidiaries, and the consummation Parent or Merger Sub of the Transactions, do not and Transactions will not, with or without notice, lapse of time or both: (i) conflict with or result in a violation or breach of or violation conflict with the certificate or articles of the Organizational Documents incorporation, bylaws or other charter documents of the Company Parent or any of its SubsidiariesMerger Sub; (ii) require result in a modification, violation or breach of, increased or accelerated liability or obligations under or conflict with any consent, waiver, approval, declaration or authorization provisions of, or notice to or filing with, any Governmental Authority; or (iii) violate, conflict with, result in the loss of any benefit under or constitute a breach default (or default under (an event which, with notice or lapse of time or both), would constitute a default) under, or result inin the termination or cancellation of, or give any Person rise to a right of, termination, cancellation, acceleration, suspension, modification of purchase (including pursuant to any right of first refusal or revocation the like) under, give rise to any obligation to make payments or provide compensation accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub under any of an Acquired Company underthe terms, give conditions or provisions of any Person Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets may be bound; or (iii) subject to obtaining or making the right Consents referred to declare a defaultin Section 3.3(d) below, exercise violate any remedy, claim a rebate, chargeback, penalty Judgment or change Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event or events described in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Material Contract or Material Permit, except, with respect to the foregoing clauses items (ii) and or (iii), as ) that have not had and that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. (d) No Consent with or of any Governmental Authority is necessary to be obtained or made by Parent, Merger Sub or any other Subsidiary of Parent in connection with Parent’s or Merger Sub’s execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the Transactions, except for (i) the filing of the Articles of Merger with the Secretary of State of the State of Minnesota and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business; (ii) the filing with the SEC of such reports under Sections 13 or 16 of the Exchange Act as may be required in connection with this Agreement and the Transactions; (iii) compliance with the rules of NASDAQ; (iv) such Consents as may be required under the HSR Act and under the Other Antitrust Laws set forth in Section 6.1(c) of the Company Disclosure Letter; (v) such Consents as may be required under any applicable foreign or state securities, “blue sky” or takeover law; and (vi) such other Consents which if not obtained or made would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authorization; No Conflict. (a) The Company has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate (except in the Transactionscase of the Merger, the receipt of the Required Company Stockholder Vote). The execution and delivery by the Company of this Agreement and by the Transaction Documents to which it is a partyCompany, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly authorized and approved by all requisite limited liability company action the Special Committee and the Company Board. No other corporate proceedings on the part of the Company, subject only to the receipt Company or any of the Company Equity Holders’ ApprovalSubsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions, except, in the case of the Merger, for the approval of this Agreement by the holders of a majority of the issued and outstanding shares of Company Common Stock (the “Required Company Stockholder Vote”). This Agreement has been duly and validly executed and delivered by the CompanyCompany and constitutes, and (assuming due authorization, execution and delivery of this Agreement by any other applicable parties thereto) constitutes, or upon such delivery constitutesParent and Merger Sub, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting creditors’ the enforcement of creditors rights generally and by general equitable principles of equity general applicability. (regardless b) The Special Committee, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the terms of whether enforcement is sought the Offer, the Merger and the other Transactions are fair to and in a proceeding at law or in equitythe best interest of the Company and its stockholders, (ii) recommending that the Company Board declare advisable and approve this Agreement, and (iii) recommending that the “Enforcement Exceptions”)Company Board recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer and adopt this Agreement. The Company’s board of managersCompany Board, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent subsequent to the meeting of the Special Committee referred to in accordance with the Company’s Organizational Documents immediately preceding sentence, based upon the recommendation of the Special Committee and subject to the terms and conditions set forth herein, duly and unanimously adopted resolutions, subject to Section 6.8 hereof, (i) determined that approving this Agreement, the Transaction Documents Offer, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are advisable, fair to, to and in the best interests of, of the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCAstockholders, (iii) directed recommending that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer, (iv) recommending that the holders of Shares adopt this Agreement and, if applicable, vote in favor of the Merger, and (v) declaring that this Agreement be submitted is advisable (the “Company Board Recommendation”). The Company Board has, to the Company’s members for adoption and extent such statutes are applicable, taken all action (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders including appropriate approvals of the Company Interests Board) necessary to approve this render the business combination provisions of Section 203 of the DGCL, and the terms of the Rights Agreement, inapplicable to the Transaction DocumentsOffer, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents. (b) Subject to the receipt of the Company Equity Holders’ ApprovalMerger, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Transaction Documents other Transactions. (c) Neither the execution and delivery of this Agreement by the Company and its Subsidiaries, and nor the consummation by the Company of the Transactions, do not and Transactions nor compliance by the Company with any of the provisions herein will not, with or without notice, lapse of time or both: (i) conflict with or result in a violation or breach of or violation conflict with the certificate or articles of the Organizational Documents incorporation or bylaws or other similar organizational documents of the Company or any of its the Company Subsidiaries; , (ii) require result in a violation or breach of or conflict with any consent, waiver, approval, declaration or authorization provisions of, or notice to constitute a default (or filing withan event that, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), would constitute a default) under, or result inin the termination, cancellation of, or give any Person rise to a right of, termination, cancellation, acceleration, suspension, modification or revocation of purchase under, give rise to any obligation to make payments or provide compensation accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by the Company or any Company Subsidiaries, under any Company Material Contract, indenture or instrument of an Acquired the Company underor any of the Company Subsidiaries or by which the Company or any of the Company Subsidiaries or any of their respective properties or assets is subject or bound or (iii) subject to obtaining or making the consents, give approvals, orders, authorizations, registrations, declarations and filings referred to in Section 3.3(d), violate any Person the right to declare judgment, ruling, order, writ, preliminary or other injunction or decree, (each, a default“Judgment”) or any statute, exercise any remedylaw, claim ordinance, rule or regulation (each, a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Material Contract or Material Permit, except, with respect “Law”) applicable to the foregoing clauses Company or any of the Company Subsidiaries or any of their respective properties or assets, other than any such event described in items (ii) and (iii), as would not) which, individually or in the aggregate, has not had and would not reasonably be likely expected to have a Company Material Adverse Effect. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state, local or foreign governmental or regulatory authority (each, a “Governmental Authority”) is necessary to be obtained or made by the Company or any Company Subsidiary in connection with the Company’s execution, delivery and performance of this Agreement or the consummation by the Company of the Transactions, except for: (i) compliance with the DGCL with respect to the filing of the Certificate of Merger; (ii) compliance with and filings of applications and notices with, receipt of approvals or non-objections from, and expiration of related waiting periods required by, applicable Governmental Authorities, including under the HSR Act; (iii) the filing with the SEC of (A) the Schedule 14D-9, (B) a proxy statement relating to the Company Stockholders Meeting, if any (such proxy statement, as amended or supplemented from time to time, the “Proxy Statement”), (C) any information statement required by Rule 14f-1 promulgated by the SEC under the Exchange Act (the “Information Statement”) in connection with the Offer and (D) such reports under Sections 13 and 16 of the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with this Agreement and the Transactions; (iv) compliance with the rules of Amex; and (v) compliance with the “blue sky” laws of various states, and except where the failure to obtain or take such action, individually or in the aggregate, has not had and would not reasonably be expected to have or result in a Company Material Adverse Effect.

Authorization; No Conflict. (a) The Company Each of Parent and Merger Sub has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery by the Company of this Agreement by Parent and the Transaction Documents to which it is a partyMerger Sub, the performance by the Company Parent and Merger Sub of its their respective obligations hereunder and thereunder and the consummation by the Company Parent and Merger Sub of the Transactions have been duly authorized by all requisite limited liability company action the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the Companyexecution and delivery of this Agreement, subject only to the receipt performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Company Equity Holders’ ApprovalTransactions. This Agreement has been duly and validly executed and delivered by the Company, Parent and (assuming due authorization, execution Merger Sub and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Parent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally subject to the Bankruptcy and by general principles Equity Exception. (b) The respective Board of equity (regardless Directors of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”). The Company’s board each of managersParent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair toof such board, and not subsequently rescinded or modified in the best interests ofany way, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction DocumentsOffer, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational DocumentsTransactions. (bc) Subject None of the execution and delivery of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Parent or Merger Sub or (ii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets other than any such event described in items (i) or (ii) which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the receipt Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the Company Equity Holders’ Approvaldate of this Agreement. (d) No consent, except for applicable requirements under the HSR Act approval, order or as otherwise set forth on Section 3.3(b) of the Company Disclosure Scheduleauthorization of, the or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement and the Transaction Documents by the Company and its Subsidiaries, and or the consummation by Parent or Merger Sub of the Transactions, do not and will not, with or without notice, lapse of time or both: except for (i) conflict compliance with or result in a breach or violation of the Organizational Documents of the Company or any of its Subsidiaries; (ii) require any consent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), result in, or give any Person a right of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to any obligation to make payments or provide compensation under, result in the creation of any Lien upon any of the properties or assets of an Acquired Company under, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Material Contract or Material Permit, exceptDGCL, with respect to the foregoing clauses filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (iii)vii) such consents, as would notapprovals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) The Company has full limited liability company power andexecution, upon receipt of the Company Equity Holders’ Approval, authority to enter into this Agreement delivery and the Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery performance by the Company of this Agreement and the Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Merger and the other Transactions are within the Company’s corporate powers and, subject to the adoption of the Agreement by the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholder Approval”), have been duly authorized by all requisite limited liability company necessary corporate action on the part of the CompanyCompany and no other corporate proceedings on the part of the Company or its stockholders are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Mxxxxx and the other Transactions, subject only only, in the case of consummation of the Merger, to the receipt of the Company Equity Holders’ Stockholder Approval. This Agreement The Company has been duly and validly executed and delivered by the Companythis Agreement and, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutesPxxxxx and Merger Sub, or upon such delivery constitutes, this Agreement constitutes a legal, valid and binding obligation agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws and other laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”). The Company Stockholder Approval is the only vote or consent of the holders of any class or series of the Company’s board of managers, by resolutions duly adopted at capital stock necessary to adopt this Agreement. (b) At a meeting duly called and held or by action by unanimous written consent in accordance with held, the Company’s Organizational Documents Company Board has (i) determined that this Agreement, the Transaction Documents Voting Agreement, the CVR Agreement and the Merger and the other Transactions are advisable, fair to, to and in the best interests of, of the Company and its membersstockholders, (ii) approved approved, adopted and declared advisable the execution, delivery, and performance of this Agreement, the Transactions Agreement and the Merger and consummation of the other Transactions in accordance with the DLLCATransactions, (iii) resolved, subject to Section 5.3, to recommend that the Company’s stockholders adopt this Agreement (such recommendation, the “Company Board Recommendation”) and (iv) directed that this Agreement be submitted to the Company’s members stockholders for adoption their adoption, which such resolutions, subject to Section 5.3, as of the Agreement Date, have not been rescinded, modified or withdrawn in any way. (c) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions require no consent, approval, license, permission, order, or authorization of, or registration, declaration, or filing with, or notice to (any of the foregoing being a “Consent”) any Governmental Authority, other than (i) the filing of a certificate of merger with respect to the Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act, (iii) compliance with any applicable state securities or “blue sky” Laws and the securities Laws of any foreign country or any applicable rules of Nasdaq, and (iv) resolved to recommend any additional Consents with any other Governmental Authority, except, in the case of clause (iv), those that the Company’s members adopt this Agreement. The voting covenants contained within failure of which to make or obtain has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational DocumentsMaterial Adverse Effect. (bd) Subject to the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or Except as otherwise set forth on Section 3.3(b3.3(d) of the Company Disclosure ScheduleSchedules, the execution, delivery and performance by the Company of this Agreement and the Transaction Documents by the Company and its Subsidiaries, and the consummation of the Transactions, do not and will not, with or without notice, lapse of time or both: not (i) contravene, conflict with, or result in any violation or breach of any provision of the Company Charter Documents or the equivalent documents of any Company Subsidiary, (ii) assuming compliance with the matters referred to in Section 3.3(c), contravene, conflict with or result in a violation or breach of any provision of any applicable Law or violation of the Organizational Documents of the Company or any of its Subsidiaries; (ii) require any consentOrder, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; or (iii) violate, conflict withassuming compliance with the matters referred to in Section 3.3(c), result in any breach of or constitute a breach default (or default under (an event that with notice or lapse of time or both), result in, or give any Person both would become a right of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to any obligation to make payments or provide compensation default) under, result in the creation of any Lien upon Company’s or any of the properties Company Subsidiaries’ loss of any benefit or assets the imposition of an Acquired Company any additional payment or other liability under, or alter the rights or obligations of any third party under or give to any Person the right to declare a defaultthird party any rights of termination, exercise any remedyamendment, claim a rebateacceleration, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance undercancellation, or require any consent, waiver, approval, notice, filing, declaration or authorization Consent under, any Company Material Contract Contract, or Material Permit(iv) result in the creation or imposition of any Lien on any asset of the Company or any of the Company Subsidiaries, except, with respect to in the foregoing case of each of clauses (ii) and through (iiiiv), as for any such contravention, conflict, violation, breach, default, loss, payment, liability, alteration, right, Consent requirement, Lien or other occurrence that has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.

Authorization; No Conflict. (a) The Company Assuming the accuracy of Section 4.25, each of Parent and Merger Sub has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery by the Company of this Agreement by Parent and the Transaction Documents to which it is a partyMerger Sub, the performance by the Company Parent and Merger Sub of its their respective obligations hereunder and thereunder and the consummation by the Company Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all requisite limited liability company action the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other corporate proceedings on the part of the CompanyParent, subject only to the receipt Merger Sub or any of the Company Equity Holders’ ApprovalParent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement has been duly and validly executed and delivered by the CompanyParent and Merger Sub and, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutesthe Company, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Parent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or similar Laws affecting creditors’ rights creditors generally and or by general equity principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law or in equity) (the “Enforcement Exceptions”Law). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents. (b) Subject to the receipt None of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement and the Transaction Documents by the Company and its SubsidiariesParent or Merger Sub, and the consummation by Parent or Merger Sub of the Transactions, do not and transactions contemplated hereby or compliance by Parent or Merger Sub with any of the provisions herein will not, with or without notice, lapse of time or both: (i) conflict with or result in a violation or breach of or violation conflict with the organizational documents of the Organizational Documents of the Company Parent or any of its the Parent Subsidiaries; , (ii) require result in a violation or breach of or conflict with any consent, waiver, approval, declaration or authorization provisions of, or notice to constitute a default (or filing withan event which, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), would constitute a default) under, or result inin the termination or cancellation of, or give any Person rise to a right of, termination, cancellation, acceleration, suspension, modification or revocation of purchase under, give rise to or accelerate the performance required by Parent or any obligation to make payments or provide compensation of the Parent Subsidiaries under, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of an Acquired Company under, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance Parent Subsidiaries under, or require result in being declared void, voidable, or without further binding effect under any consentof the terms, waiver, approval, notice, filing, declaration conditions or authorization underprovisions of, any Material Contract note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or Material Permitother instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, exceptapprovals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in (i) only with respect to the foregoing clauses any Parent Subsidiary or (ii) and or (iii), as would not, individually or in the aggregate, reasonably be likely to have ) which does not constitute a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, state securities or blue sky laws, the HSR Act, the EC Merger Regulation or other foreign antitrust or competition Laws, and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effect.

Authorization; No Conflict. (a) The Company has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery by the Company of this Agreement and by the Transaction Documents to which it is a partyCompany, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly authorized by all requisite limited liability company action the Company Board. No other corporate proceedings on the part of the Company, subject only to the receipt Company or any of the Company Equity Holders’ ApprovalSubsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions, except, in the case of the Merger, the affirmative vote to adopt this Agreement by the holders of a majority of the shares of Company Common Stock outstanding and entitled to vote at the Company Stockholders Meeting (the “Required Company Stockholder Vote”). This Agreement has been duly and validly executed and delivered by the Company, Company and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, Parent and Purchaser constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting creditors’ the enforcement of creditors rights generally and by general equitable principles of equity general applicability. (regardless of whether enforcement is sought in a proceeding at law or in equityb) (the “Enforcement Exceptions”). The Company’s board of managersCompany Board, by resolutions duly adopted at a meeting duly called and held held, and as of the Agreement Date not subsequently rescinded or by action by unanimous written consent modified in accordance with the Company’s Organizational Documents any way, duly and unanimously adopted resolutions (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents. (b) Subject to the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, approving the execution, delivery and performance of this Agreement and the Transaction Documents by Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and its Subsidiariesstockholders, (iii) recommending that the holders of Company Common Stock accept the Offer, tender their shares of Company Common Stock to Purchaser pursuant to the Offer and, to the extent applicable, adopt this Agreement and approve the Merger; (iv) declaring that this Agreement and the consummation Transaction advisable; and (v) authorizing and approving the Top-Up Option (including the consideration to be paid upon exercise thereof) and the issuance of the TransactionsTop-Up Option Shares thereunder. (c) Neither the execution, do not and delivery or performance of this Agreement by the Company nor the consummation by the Company of the Transactions nor compliance by the Company with any of the provisions herein will not, with or without notice, lapse of time or both: (i) conflict with or result in a violation or breach of or violation conflict with the certificate or articles of the Organizational Documents incorporation or bylaws or other similar organizational documents of the Company or any of its the Company Subsidiaries; , (ii) require result in a violation or breach of or conflict with any consent, waiver, approval, declaration or authorization provisions of, or notice to constitute a default (or filing withan event which, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), would constitute a default) under, or require any third party consent under, and/or result inin the termination, cancellation of, or give any Person rise to a right of, termination, cancellation, acceleration, suspension, modification or revocation of purchase under, give rise to any obligation to make payments or provide compensation accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets owned or operated by the Company or any Company Subsidiaries under any of an Acquired the terms, conditions or provisions of any Company under, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Material Contract or Material Permit(iii) subject to obtaining or making the consents, exceptapprovals, with respect orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any judgment, ruling, order, writ, injunction or decree (“Judgment”) or any Law applicable to the foregoing clauses Company or any of the Company Subsidiaries or any of their respective properties or assets, other than any such event described in items (ii) and or (iii), as would not) which, individually or in the aggregate, has not had or would not reasonably be likely expected to have a Company Material Adverse Effect. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is necessary to be obtained or made by the Company or any Company Subsidiary in connection with the Company’s execution, delivery and performance of this Agreement or the consummation by the Company of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with and filings pursuant to the HSR Act, (iii) the filing with the SEC of (w) the Schedule 14D-9, (x) if required by applicable Law, the Proxy Statement and such reports under Section 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (y) any information statement required in connection with the Offer under Rule 14f-1 under the Exchange Act (together with any amendments or supplements thereto, the “Information Statement”), (iv) compliance with the rules of Nasdaq, and (v) compliance with the “blue sky” laws of various states, and except where the failure to obtain or take such action, individually or in the aggregate, has not had or would not reasonably be expected to have or result in a Company Material Adverse Effect.

Authorization; No Conflict. (a) The Company Buyer has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is a partyby Buyer, the performance by the Company Buyer of its obligations hereunder and thereunder and the consummation by the Company Buyer of the Transactions transactions contemplated hereby have been duly authorized by all requisite limited liability company action the Board of Directors of Buyer. No other corporate proceedings on the part of the Company, subject only to the receipt Buyer or any of the Company Equity Holders’ ApprovalBuyer Subsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the CompanyBuyer, and (assuming the due authorization, execution and delivery by any other applicable parties thereto) constitutesthe Seller, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Buyer, enforceable against the Company in accordance with its terms, except as such to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium reorganization or similar Laws other laws affecting the enforcement of creditors’ rights generally and or by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documentsequitable principles. (b) Subject to Neither the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement and the Transaction Documents by the Company and its SubsidiariesBuyer, and nor the consummation by Buyer of the Transactions, do not and transactions contemplated hereby nor compliance by Buyer with any of the provisions herein will not, with or without notice, lapse of time or both: (i) conflict with or result in a violation or breach of or violation conflict with the certificate or articles of the Organizational Documents incorporation, bylaws or other organizational documents of the Company Buyer or any of its the Buyer Subsidiaries; , (ii) require result in a violation or breach of or conflict with any consent, waiver, approval, declaration or authorization provisions of, or notice to constitute a default (or filing withan event which, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), would constitute a default) under, or result inin the termination, cancellation of, or give any Person rise to a right ofof purchase under, or accelerate the performance required by, or result in a right of termination, cancellation, acceleration, suspension, modification conversion (with respect to any security) or revocation acceleration under, give rise to any obligation to make payments or provide compensation under, result in the creation of any Lien upon any of the properties or assets owned or operated by Buyer or any of an Acquired Company under, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance Buyer Subsidiaries under, or require result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Buyer or any consentBuyer Subsidiary under any of the terms, waiverconditions or provisions of any material note, approvalbond, noticemortgage, filingindenture, declaration deed of trust, license, contract, lease, agreement or authorization underother instrument or obligation of any kind to which Buyer or any of the Buyer Subsidiaries is a party or by which Buyer or any of the Buyer Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (c) below, violate any Material Contract judgment, ruling, order, writ, injunction, decree, statute, law (including the common law), rule or Material Permit, except, with respect regulation applicable to Buyer or any of the foregoing Buyer Subsidiaries or any of their respective properties or assets other than any such event described in clauses (ii) and or (iii), as would not) which, individually or in the aggregate, has not had and would not reasonably be likely expected to have or result in a Buyer Material Adverse Effect. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental or regulatory authority is necessary to be obtained or made by Buyer or any Buyer Subsidiary in connection with Buyer’s execution, delivery and performance of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except for (i) compliance with the HSR Act and (ii) compliance with the “blue sky” laws of various states, and except where the failure to obtain or take such action, individually or in the aggregate, has not had and would not reasonably be expected to have or result in a Buyer Material Adverse Effect.

Authorization; No Conflict. (a) The Company has full limited liability company the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, upon subject to receipt of the Company Equity Holders’ Stockholder Approval, authority to enter into this Agreement and the Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby, including the Merger. The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder and thereunder Company, and the consummation by the Company of the Transactions transactions contemplated by this Agreement, including the Merger, have been duly and validly authorized by all requisite limited liability company necessary corporate action, and no other corporate action or proceeding on the part of the CompanyCompany is necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby, subject only to including the Merger (other than the receipt of the Company Equity Holders’ ApprovalStockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware). This Agreement has been duly and validly executed and delivered by the CompanyCompany and, and (assuming due authorization, execution and delivery of this Agreement by any other applicable parties thereto) constitutesParent and Merger Sub, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as that (i) such enforceability enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and by general principles (ii) the remedies of equity (regardless specific performance and injunctive and other forms of whether enforcement is sought in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding at law or in equity) therefor may be brought (the “Enforcement ExceptionsBankruptcy and Equity Exception”). . (b) The Company’s board of managersCompany Board, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents held, has (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and it is in the best interests of, of the Company and its membersstockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance by the Company of this Agreement, the Transactions Agreement and the Merger consummation of the transactions contemplated hereby, including the Merger, and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members stockholders adopt this Agreement. The voting covenants contained within Agreement and approve the Company Support Agreements include agreements by holders of Company Interests constituting Merger, in each case, upon the requisite vote of terms and subject to the holders of the Company Interests to approve conditions set forth in this Agreement, the Transaction Documents, the Merger Agreement and the other Transactions in accordance with the DLLCA and relevant provisions of the Company’s Organizational DocumentsDGCL. (bc) Subject to the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, The execution and delivery and performance of this Agreement and the Transaction Documents by the Company and its Subsidiariesdoes not, and the consummation of the Transactions, do not and transactions contemplated hereby by the Company will not, with or without notice, lapse of time or both: (i) subject to obtaining the Stockholder Approval, conflict with or result in a breach violate (x) the Company Charter Documents or violation (y) the organizational or governing documents of any of the Organizational Documents Company’s Subsidiaries, (ii) assuming the Consents, registrations, declarations, filings and notices referred to in Section 4.4 have been obtained or made, any applicable waiting periods referred to therein have expired and any condition precedent to any such Consent has been satisfied, conflict with or violate any material 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; Subsidiaries is bound or affected, or (iiiii) require any the consent, waiver, approval, declaration approval or authorization of, or notice to or filing with, with any Governmental Authority; third party with respect to or (iii) violate, conflict with, result in any breach of, or constitute a breach or default under (with or without notice or lapse of time time, or both), result in) under, or give any Person a right of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to any obligation to make payments right of termination, amendment, acceleration or provide compensation undercancellation of, any Company Material Contract, or result in the creation of a Lien, other than any Lien Permitted Lien, upon any of the material properties or assets of an Acquired the Company underor any of its Subsidiaries, give any Person other than, in the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Material Contract or Material Permit, except, with respect to the foregoing clauses (ii) and case of clause (iii), as any such conflict, violation, breach, default, termination, amendment, acceleration, cancellation or Lien that would not, individually or in the aggregate, reasonably be likely to not have a Material Adverse EffectEffect on the Company.

Authorization; No Conflict. (a) The Assuming the accuracy of Section 5.22, the Company has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery by the Company of this Agreement and by the Transaction Documents to which it is a partyCompany, the performance by the Company of its obligations hereunder and thereunder the consummation by the Company of the transactions contemplated hereby have been duly and validly approved by the Board of the Company, the Board of the Company has resolved to recommend adoption of this Agreement by the stockholders of the Company and has directed that this Agreement be submitted to the stockholders of the Company for their consideration. No other corporate proceedings on the part of the Company or any of the Company Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions have been duly authorized transactions contemplated hereby, except for the adoption of this Agreement by all requisite limited liability company action on the part of the Company, subject only to the receipt of the Required Company Equity Holders’ ApprovalVote (as defined in Section 4.12(b)). This Agreement has been duly and validly executed and delivered by the CompanyCompany and, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constituteseach of Parent and Merger Sub, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or similar Laws affecting creditors’ rights creditors generally and or by general equity principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law or in equity) (the “Enforcement Exceptions”Law). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents. (b) Subject to the receipt None of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement and by the Transaction Documents Company, the consummation by the Company and its Subsidiaries, and the consummation of the Transactions, do not and transactions contemplated hereby or compliance by the Company with any of the provisions herein will not, with or without notice, lapse of time or both: (i) conflict with or result in a violation or breach of or violation conflict with the certificate of the Organizational Documents incorporation or bylaws of the Company or the organizational documents of any of its Subsidiaries; Company Subsidiary, (ii) require result in a violation or breach of or conflict with any consent, waiver, approval, declaration or authorization provisions of, or notice to constitute a default (or filing withan event which, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), would constitute a default) under, or result inin the termination or cancellation of, or give any Person rise to a right of, termination, cancellation, acceleration, suspension, modification or revocation of purchase under, give rise or except to the extent contemplated in Section 3.4 or the plans or agreements referenced in Schedule 3.4 of the Company Disclosure Letter, accelerate the performance required by the Company or any obligation to make payments or provide compensation Company Subsidiaries under, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets of an Acquired owned or operated by the Company under, give or any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance Company Subsidiaries under, or require result in being declared void, voidable, or without further binding effect under any consentof the terms, waiver, approval, notice, filing, declaration conditions or authorization underprovisions of, any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which the Company or any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.3(c), violate any judgment, ruling, order, writ, injunction, decree, law, statute, federal, state, provincial, local or foreign order, settlement, award, regulation, rule, ordinance, or agency requirement of or undertaking to or agreement with any Governmental Entity, including common law (collectively, “Laws”) applicable to the Company or any of the Company Subsidiaries or any of their respective properties or assets, other than any such event described in (i) only with respect to any Company Subsidiary or (ii) or (iii) which does not constitute a Company Material Contract or Material Permit, exceptAdverse Effect. “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. “Permitted Lien” means (i) Liens reserved against or identified in the foregoing clauses Company Balance Sheet or the Parent Balance Sheet (as defined in Section 5.12(a)), as the case may be, to the extent so reserved or reflected or described in the notes thereto, (ii) Liens for Taxes not yet due and payable, (iii) Liens existing pursuant to, or that constitute “Permitted Liens” under, credit facilities of the Company and its Subsidiaries or the Parent and its Subsidiaries, as the case may be, and in each case in effect as of the date of this Agreement and (iii), as would notiv) those Liens that, individually or in the aggregateaggregate with all other Permitted Liens, do not, and are not reasonably be likely to have a Material Adverse Effectto, materially interfere with the use or value of the properties or assets of the Company and its Subsidiaries or Parent and its Subsidiaries, as the case may be.

Authorization; No Conflict. (a) The Company has full limited liability company power and, upon receipt Each of the Company Equity Holders’ Approval, and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery of this Agreement by the Company of this Agreement and the Transaction Documents to which it is a partyMerger Sub, the performance by the Company and Merger Sub of its their respective obligations hereunder and thereunder and the consummation by the Company and Merger Sub of the Transactions transactions contemplated hereby (including the Staffing Disposition) have been duly authorized by all the respective Boards of Directors of the Company and Merger Sub. Partners has the requisite limited liability company action power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Partners, the performance by Partners of its obligations hereunder and the consummation by Partners of the transactions contemplated hereby have been duly authorized by PFI Corp., a Delaware corporation and wholly-owned subsidiary of the Company ("PFI"), as the sole member of Partners. No other corporate proceedings on the part of the Company, subject only to the receipt Company or any of the Company Equity Holders’ ApprovalSubsidiaries (including Merger Sub and Partners) are necessary to authorize the execution and delivery of this Agreement, the performance by the Company, Partners and Merger Sub of their respective obligations hereunder and the consummation by the Company, Partners and Merger Sub of the transactions contemplated hereby (including the Staffing Disposition), except for the approval of this Agreement by the Company Stockholder Vote (as defined in Section 3.11(d)) and by the holder or holders of a majority of the common stock of Merger Sub (the "MERGER SUB STOCKHOLDER CONSENT"). This Agreement has been duly and validly executed and delivered by the Company, Partners and (assuming due authorization, execution Merger Sub and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of each of the Company Company, Partners and Merger Sub, enforceable against the Company in accordance with its terms, except as such to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium reorganization or similar Laws other laws affecting the enforcement of creditors’ ' rights generally and or by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documentsequitable principles. (b) Subject to Neither the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement and the Transaction Documents by the Company and its SubsidiariesCompany, and Partners or Merger Sub, nor the consummation by the Company, Partners or Merger Sub of the Transactionstransactions contemplated hereby (including the Staffing Disposition) nor compliance by the Company, do not and Partners or Merger Sub with any of the provisions herein will not, with or without notice, lapse of time or both: (i) conflict with or result in a violation or breach of or violation conflict with the certificate of the Organizational Documents incorporation or bylaws of the Company or similar organizational documents of any of its the Company Subsidiaries; , (ii) require result in a violation or breach of or conflict with any consent, waiver, approval, declaration or authorization provisions of, or notice to constitute a default (or filing withan event which, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), would constitute a default) under, or result inin the termination, cancellation of, or give any Person rise to a right of, termination, cancellation, acceleration, suspension, modification or revocation of purchase under, give rise to any obligation to make payments or provide compensation accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (as defined in Section 3.4(b)) upon any of the properties or assets of an Acquired owned or operated by the Company under, give or any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance Company Subsidiaries under, or require any consentresult in being declared void, waivervoidable or without further binding effect, approval, notice, filing, declaration or authorization under, any Material Contract or Material Permit, except, with respect otherwise result in a detriment to the foregoing clauses Company or any Company Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which the Company or any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (c) below, violate any judgment, ruling, order, writ, injunction, decree, statute, law (including the common law), rule or regulation applicable to the Company or any of the Company Subsidiaries or any of their respective properties or assets, other than any such event described in items (ii) and or (iii), as would not) which, individually or in the aggregate, has not had and would not reasonably be likely expected to have or result in a Company Material Adverse Effect. A "COMPANY MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the business, operations, assets, liabilities, condition (financial or otherwise) or results of operations of either (x) Partners and its Subsidiaries, considered as a single enterprise or (y) the Company and the Company Subsidiaries, considered as a single enterprise or (ii) the ability of any of the Company, Merger Sub and Partners to perform their respective obligations under this Agreement or to consummate the transactions contemplated by this Agreement; provided, however, that any event, condition, change, occurrence, development or state of circumstances which (A) adversely affects the securities markets in general or the information technology staffing industry generally, including legal, accounting or regulatory changes, (B) arises out of general economic or industry conditions (and in each case does not disproportionately affect the Company and the Company Subsidiaries or Partners, in each case considered as a single enterprise) or (C) (other than with respect to a breach of either this Section 3.3 or Section 3.21 that is not timely cured if susceptible to cure) arise out of, result from or relate to the transactions contemplated by this Agreement or the announcement thereof, shall not be considered in determining whether a Company Material Adverse Effect has occurred. For purposes hereof, changes in the trading price of Company Common Stock as reported by the NASDAQ or a delisting from NASDAQ will not alone constitute a Company Material Adverse Effect.

Authorization; No Conflict. (a) The Company has full limited liability company power andexecution, upon receipt of the Company Equity Holders’ Approval, authority to enter into this Agreement delivery and the Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery performance by the Company of this Agreement and the Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions are within the Company’s corporate powers and, except for the required approval of the Company’s stockholders in connection with the consummation of the Merger, have been duly authorized by all requisite limited liability company necessary corporate action on the part of the Company, subject only to the receipt . The affirmative vote of the holders of a majority of the outstanding shares of Company Equity Holders’ Approval. This Agreement has been duly and validly executed and delivered by Common Stock is the only vote of the holders of any of the Company, and ’s capital stock necessary in connection with the consummation of the Merger (assuming the “Company Stockholder Approval”). Assuming due authorization, execution and delivery by any other applicable parties thereto) constitutesParent and Merger Subsidiary, or upon such delivery constitutes, this Agreement constitutes a legal, valid and binding obligation agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws and other laws affecting creditors’ rights generally and by general principles of equity equity). (regardless of whether enforcement is sought in a proceeding at law or in equityb) (the “Enforcement Exceptions”). The Company’s board of managers, by resolutions duly adopted at At a meeting duly called and held or by action by unanimous written consent in accordance with held, the Company’s Organizational Documents Company Board has (i) determined that this Agreement, the Transaction Documents Agreement and the Merger and the other Transactions are advisable, fair to, to and in the best interests of, of the Company and its membersthe Company’s stockholders, (ii) adopted, approved and declared advisable this Agreement, the Transactions and the Merger other agreements contemplated hereby, and the other Transactions in accordance with the DLLCA, (iii) directed that resolved, subject to Section 5.3, to recommend approval of this Agreement be submitted to the Company’s members for adoption and by its stockholders (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreementsuch recommendation, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents“Company Board Recommendation”). (bc) Subject to the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the The execution, delivery and performance by the Company of this Agreement and the Transaction Documents consummation by the Company and its Subsidiaries, and the consummation of the Transactions, do not and will not, with Transactions require no action by or without notice, lapse in respect of time or both: (i) conflict with or result in a breach or violation of the Organizational Documents of the Company or any of its Subsidiaries; (ii) require any consent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; or , other than (iiii) violate, conflict with, result in the filing of a breach or default under (with notice or lapse certificate of time or both), result in, or give any Person a right of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to any obligation to make payments or provide compensation under, result in the creation of any Lien upon any of the properties or assets of an Acquired Company under, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Material Contract or Material Permit, except, merger with respect to the foregoing clauses Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) compliance with any applicable requirements of the HSR Act and competition, merger control, antitrust or similar applicable Law of the jurisdictions outside of the United States set forth in Section 3.3(c) of the Company Disclosure Schedules (“Foreign Antitrust Laws”), (iii) compliance with any applicable requirements of the 1933 Act, 1934 Act and any other applicable state or federal securities laws, (iv) compliance with any applicable rules of the NYSE, (v) compliance with Part 800 of 31 C.F.R., including 31 C.F.R. secs. 800.402 and 800.601, and guidance, as amended, of the regulations of the Committee on Foreign Investment in the United States, and (iii)vi) any additional actions or filings, as would except those the failure of which to make or obtain are not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. (d) The execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws of the Company or similar organizational documents of any Company Subsidiary, (ii) assuming compliance with the matters referred to in Section 3.3(c), contravene, conflict with or result in a material violation or breach of any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 3.3(c), require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration or the loss of any material benefit to which the Company or any of the Company Subsidiaries is entitled under any Company Material Contract, or (iv) result in the creation or imposition of any Lien on any asset of the Company or any of the Company Subsidiaries, with only such exceptions, in the case of each of clauses (iii) and (iv), as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Authorization; No Conflict. (a) The Company Each of Parent and Merger Sub has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery by the Company of this Agreement by Parent and the Transaction Documents to which it is a partyMerger Sub, the performance by the Company Parent and Merger Sub of its their respective obligations hereunder and thereunder and the consummation by the Company Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all requisite limited liability company action the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of the CompanyParent, subject only to the receipt Merger Sub or any of the Company Equity Holders’ ApprovalParent Subsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby, except for the approval of the holders of a majority of the issued and outstanding shares of Parent Common Stock present and voting in accordance with the requirements of the NYSE (the "Required Parent Stockholder Vote") of the issuance of the shares of Parent Common Stock in connection with the Merger (the "Share Issuance") and the approval of the Merger by Parent as the owner of all the outstanding member's interests of Merger Sub. This Agreement has been duly and validly executed and delivered by the Company, Parent and (assuming due authorization, execution Merger Sub and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Parent and Merger Sub, enforceable against the Company in accordance with its terms, except as such to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium reorganization or similar Laws other laws affecting the enforcement of creditors’ ' rights generally and or by general principles equitable principles. (b) The Board of equity (regardless Directors of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”). The Company’s board of managersParent has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board duly called and held on April 2, 2004 and not subsequently rescinded or by action by unanimous written consent modified in accordance with the Company’s Organizational Documents any way, unanimously (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with Share Issuance, (ii) directed the DLLCA, Share Issuance be submitted for consideration by the stockholders of Parent at the Parent Stockholders Meeting and (iii) directed recommended that this Agreement the stockholders of Parent approve the Share Issuance. The Parent's Board of Directors has received from the Parent Financial Advisor (as defined in Section 4.8) an opinion, a written copy of which will be submitted provided to the Company’s members , solely for adoption and (iv) resolved informational purposes promptly after receipt thereof by Parent, to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote effect that, as of the holders date of the Company Interests to approve this Agreementopinion, from a financial point of view, the Transaction Documents, Exchange Ratio to be paid by Parent in the Merger is fair to Parent. Parent has been authorized by the Parent Financial Advisor to include such opinion in its entirety in the Joint Proxy Statement included in the Form S-4 so long as such inclusion is in form and substance reasonably satisfactory to the other Transactions in accordance with the DLLCA Parent Financial Advisor and the Company’s Organizational Documentsits counsel. (bc) Subject to Neither the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement and the Transaction Documents by the Company and its SubsidiariesParent or Merger Sub, and nor the consummation by Parent or Merger Sub of the Transactions, do not and transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein will not, with or without notice, lapse of time or both: (i) conflict with or result in a violation or breach of or violation conflict with the certificate or articles of the Organizational Documents incorporation or bylaws of the Company Parent or any of its the Parent Subsidiaries; , (ii) require result in a violation or breach of or conflict with any consent, waiver, approval, declaration or authorization provisions of, or notice to constitute a default (or filing withan event which, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), would constitute a default) under, or result inin the termination, cancellation of, or give any Person rise to a right of, termination, cancellation, acceleration, suspension, modification or revocation of purchase under, give rise to any obligation to make payments or provide compensation accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or any of an Acquired Company under, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance Parent Subsidiaries under, or require result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or any consentParent Subsidiary under any of the terms, waiverconditions or provisions of any note, approvalbond, noticemortgage, filingindenture, declaration deed of trust, license, contract, lease, agreement or authorization underother instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (c) below, violate any Material Contract judgment, ruling, order, writ, injunction, decree, statute, law (including the common law), rule or Material Permit, except, with respect regulation applicable to Parent or any of the foregoing clauses Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (ii) and or (iii), as would not) which, individually or in the aggregate, has not had and would not reasonably be likely expected to have or result in a Parent Material Adverse Effect. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental or regulatory authority is necessary to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's or Merger Sub's execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except for (i) compliance with the NRS, with respect to the filing of the Articles of Merger, (ii) compliance with the HSR Act and applicable foreign competition and antitrust laws, if any, (iii) the filing with the SEC of the Joint Proxy Statement and such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (iv) the filing and effectiveness of the Form S-4 and the Form S-8, (v) the approval for listing on NYSE of the shares of Parent Common Stock issuable to the Company's stockholders as contemplated by this Agreement and compliance with other rules of the NYSE, (vi) Customary Post Closing Consents (as defined in Section 3.3(c)) and (vii) compliance with the "blue sky" laws of various states, and except where the failure to obtain or take such action, individually or in the aggregate, has not had and would not reasonably be expected to have or result in a Parent Material Adverse Effect.

Authorization; No Conflict. (a) The Company Stagwell has full limited liability company the requisite partnership power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, to carry out its obligations hereunder and thereunder party and to consummate the Transactions. The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is a partyby Stagwell, the performance by the Company Stagwell of its obligations hereunder and thereunder and the consummation by the Company Stagwell of the Transactions have been duly authorized and validly approved by all requisite limited liability company the Stagwell Group, in its capacity as the sole general partner of Stagwell, and no other partnership or other action on the part of Stagwell is necessary to authorize the Companyexecution, subject only to delivery and performance of this Agreement by Stagwell and the receipt consummation by Stagwell of the Company Equity Holders’ Approval. Transactions. (b) This Agreement has been duly and validly executed and delivered by the CompanyStagwell and, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutesMDC, or upon such delivery constitutesNew MDC and Merger Sub, constitutes a legal, valid and binding obligation of the Company Stagwell, enforceable against the Company it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or similar Laws affecting creditors’ rights creditors generally and or by general equity principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law Law). (c) None of the execution and delivery of this Agreement by Stagwell, the consummation by Stagwell of the Transactions or in equity) (compliance by Stagwell with any of the “Enforcement Exceptions”). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents provisions herein will (i) determined that this Agreement, result in a violation or breach of or conflict with the Transaction Documents and limited partnership agreement of Stagwell or the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its membersStagwell Organizational Documents, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iiiA) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents. (b) Subject to the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Transaction Documents by the Company and its Subsidiaries, and the consummation of the Transactions, do not and will not, with or without notice, lapse of time or both: (i) conflict with or result in a violation or breach of or violation of the Organizational Documents of the Company or conflict with any of its Subsidiaries; (ii) require any consent, waiver, approval, declaration or authorization provisions of, (B) constitute a default (or notice to or filing withan event which, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), would constitute a default) under, (C) result in, in the termination or give any Person a right cancellation of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to any obligation to make payments or provide compensation a right of purchase under, (D) accelerate the performance required by Stagwell or any Stagwell Subject Entity under, (E) result in a right of termination or acceleration under, (F) result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets of an Acquired Company owned or operated by Stagwell or any Stagwell Subject Entity under, give any Person the right to declare a default(G) result in being declared void, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance undervoidable, or require any consent, waiver, approval, notice, filing, declaration or authorization without further binding effect under, any Material of the terms, conditions or provisions of, any Contract to which Stagwell or Material Permitany of the Stagwell Subject Entity is a party or by which Stagwell or any Stagwell Subject Entity or any of their respective properties or assets may be bound, exceptor (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.03(d), violate any Laws applicable to Stagwell or any Stagwell Subject Entity or any of their respective properties or assets, other than any such event described in clause (i) (only with respect to the foregoing clauses a Stagwell Subject Entity), (ii) and or (iii), as ) which would not, individually or in the aggregate, not reasonably be likely expected to have a Stagwell Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of Stagwell to timely consummate the Transactions. (d) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, state securities or blue sky laws, the HSR Act or the Investment Canada Act, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Stagwell of this Agreement or the consummation by Stagwell of the Transactions.

Authorization; No Conflict. (a) The Company has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery by the Company of this Agreement and by the Transaction Documents to which it is a partyCompany, the performance by the Company of its obligations hereunder and thereunder the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company. No other corporate proceedings on the part of the Company or any of the Company Subsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions have been duly authorized transactions contemplated hereby, except for the adoption of this Agreement by all requisite limited liability company action on the part of the CompanyRequired Company Stockholder Vote (as defined in Section 2.12(b)), subject only to the receipt of the Company Equity Holders’ Approvalif required by applicable law. This Agreement has been duly and validly executed and delivered by the Company, Company and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium reorganization or similar Laws other laws affecting the enforcement of creditors’ rights generally and or by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documentsequitable principles. (b) Subject to Neither the receipt execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions herein will (i) result in a violation or breach of or conflict with the (x) certificate or articles of incorporation or bylaws of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) any of the Company Disclosure ScheduleSubsidiaries that is a corporation, (y) the articles or certificate of formation or the limited liability company agreement of any of the Company Subsidiaries that is a limited liability company, or (z) the certificate of limited partnership or partnership agreement of any of the Company Subsidiaries that is a limited partnership, or the organizational documents of any other of the Company Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (as defined in Section 2.4(b)) upon any of the properties or assets owned or operated by the Company or any Company Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to the Company or any of the Company Subsidiaries under, any of the terms, conditions or provisions of any Contract of any kind to which the Company or any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (c) below, violate any judgment, ruling, order, writ, injunction, decree, statute, law (including the common law), rule or regulation applicable to the Company or any of the Company Subsidiaries or any of their respective properties or assets, other than any such event described in items (ii) or (iii) which, individually or in the aggregate, has not had and would not reasonably be expected to have or result in a Company Material Adverse Effect. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or Person is necessary to be obtained or made by the Company or any of the Company Subsidiaries in connection with the Company’s execution, delivery and performance of this Agreement and or the Transaction Documents consummation by the Company and its Subsidiaries, and the consummation of the Transactionstransactions contemplated hereby, do not and will not, with or without notice, lapse of time or both: except for (i) conflict compliance with or result in a breach or violation of the Organizational Documents of the Company or any of its Subsidiaries; (ii) require any consent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), result in, or give any Person a right of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to any obligation to make payments or provide compensation under, result in the creation of any Lien upon any of the properties or assets of an Acquired Company under, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Material Contract or Material Permit, exceptDGCL, with respect to the foregoing clauses filing of the Certificate of Merger, (ii) compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and other applicable foreign competition or antitrust laws, if any, (iii) the filing with the SEC of (A) an information statement relating to the Merger and the transactions contemplated hereby (such information statement, as amended or supplemented from time to time, the “Information Statement”), and (iiiB) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), as would notmay be required in connection with this Agreement and the transactions contemplated hereby, (iv) compliance with the rules of the American Stock Exchange, (v) compliance with the “blue sky” laws of various states, and (vi) other than those required by clauses (i)-(v), where the failure to obtain or take such action, individually or in the aggregate, has not had and would not reasonably be likely expected to have or result in a Company Material Adverse Effect.

Authorization; No Conflict. (a) The Company has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by the Company of this Agreement and by the Transaction Documents to which it is a partyCompany, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly and validly authorized and approved by all requisite limited liability company action the Company Board. No other corporate proceedings on the part of the Company, subject only to the receipt Company or any of the Company Equity Holders’ ApprovalSubsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions, except for the approval of this Agreement by the holders of a majority of the issued and outstanding shares of Company Common Stock (the “Required Company Stockholder Vote”). No other vote of the Company’s stockholders is necessary in connection with this Agreement, the Voting Agreement or the consummation of any of the Transactions. This Agreement has been duly and validly executed and delivered by the CompanyCompany and, and (assuming the due authorization, execution and delivery hereof by any other applicable parties thereto) constitutesParent and Merger Sub, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting creditors’ or relating to the enforcement of creditors rights generally and by general equitable principles of equity (regardless of general applicability, whether enforcement is sought considered in a proceeding at law or in equity) equity (the “Enforcement ExceptionsBankruptcy and Equity Exception”). . (b) The Company’s board of managersCompany Board, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with prior to the Company’s Organizational Documents execution of this Agreement, duly and unanimously adopted resolutions (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents. (b) Subject to the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, authorizing the execution, delivery and performance of this Agreement Agreement, (ii) approving, adopting and declaring advisable this Agreement, the Merger and the Transaction Documents other transactions contemplated by this Agreement, (iii) authorizing, approving and declaring advisable the Voting Agreement, (iv) determining that the terms of the Merger and the other Transactions are fair to and in the best interests of the Company and its Subsidiariesstockholders, and (v) authorizing the submission of this Agreement to the Company’s stockholders for their approval and recommending that the Company’s stockholders adopt this Agreement. (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions, do not and Transactions nor compliance by the Company with any of the provisions herein will not, with or without notice, lapse of time or both: (i) result in a violation or breach of or conflict with the Company Charter Documents or the Subsidiary Documents, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any benefit under or constitute a breach default (or violation of the Organizational Documents of the Company or any of its Subsidiaries; (ii) require any consentan event which, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), would constitute a default) under, or result inin the termination, cancellation of, or give any Person rise to a right of, termination, cancellation, acceleration, suspension, modification or revocation of purchase under, give rise to any obligation to make payments or provide compensation accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by the Company or any Company Subsidiary under any of an Acquired the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which the Company under, give or any Person of the right to declare Company Subsidiaries is a default, exercise party or by which the Company or any remedy, claim a rebate, chargeback, penalty of the Company Subsidiaries or change in delivery schedule, accelerate the maturity any of their respective properties or performance underassets may be bound, or require (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any consentjudgment, waiverruling, approvalorder, noticewrit, filinginjunction or decree of any Governmental Authority (“Judgment”) or any statute, declaration code, decree, law, ordinance, rule or authorization under, any Material Contract regulation or Material Permit, except, with respect orders of Governmental Authorities (“Law”) applicable to the foregoing clauses Company or any of the Company Subsidiaries or any of their respective properties or assets, other than any such event described in items (ii) and or (iii), as would not) which, individually or in the aggregate, has not had and would not reasonably be likely expected to have a Company Material Adverse Effect. (d) No consent, permit, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by the Company or any Company Subsidiary in connection with the Company’s execution, delivery and performance of this Agreement or the consummation by the Company of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with and filings pursuant to the HSR Act, (iii) the filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (such proxy statement, as amended or supplemented from time to time, the “Proxy Statement”), additional proxy materials under Rule 14b-12 under the Exchange Act and such reports under Section 13 or 16 of the Exchange Act as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq, (v) compliance with the “blue sky” laws of various states, (vi) completing any notice required under the FDCA or similar Laws of jurisdictions other than the United States, and (vii) any other material consent, approval, order, authorization, registration, declaration or filing.

Authorization; No Conflict. (a) The Company has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery by the Company of this Agreement and by the Transaction Documents to which it is a partyCompany, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly authorized by all requisite limited liability company action the Company Board. No other corporate proceedings on the part of the CompanyCompany or any Company Subsidiary is necessary to authorize the execution and delivery of this Agreement, subject only to the receipt performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions, except, in the case of the consummation of the Merger, for the approval of this Agreement by the holders of a majority of the issued and outstanding shares of Company Equity Holders’ ApprovalCommon Stock (the “Required Company Stockholder Vote”). This Agreement has been duly and validly executed and delivered by the CompanyCompany and, and (assuming the due authorization, execution and delivery by any other applicable parties thereto) constitutesParent and Merger Sub, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles of equity general applicability. (regardless of whether enforcement is sought in a proceeding at law or in equityb) (the “Enforcement Exceptions”). The Company’s board of managersCompany Board, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents held, duly and unanimously adopted resolutions (i) determined that approving this Agreement, the Transaction Documents Offer, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are advisable, fair to, to and in the best interests of, of the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCAstockholders, (iii) directed recommending that this Agreement be submitted the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Company’s members for adoption and Offer, (iv) resolved to recommend recommending that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this AgreementCommon Stock adopt, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents. (b) Subject to the receipt of the Company Equity Holders’ Approvalextent required by Law, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Transaction Documents by the Company and its Subsidiaries, and the consummation of the Transactions, do not and will not, with or without notice, lapse of time or both: (i) conflict with or result in a breach or violation of the Organizational Documents of the Company or any of its Subsidiaries; (ii) require any consent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), result in, or give any Person a right of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to any obligation to make payments or provide compensation under, result in the creation of any Lien upon any of the properties or assets of an Acquired Company under, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Material Contract or Material Permit, except, with respect to the foregoing clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect.and

Authorization; No Conflict. (a) The Company has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and, subject to the adoption of this Agreement by the Company's stockholders under the DGCL to the extent required by applicable Law in the case of the Merger, and the Transaction Documents to which it is a party, to carry out its obligations hereunder hereunder. Assuming the accuracy of the representations and thereunder and to consummate warranties of Parent set forth in Section 4.7, the Transactions. The execution and delivery by the Company of this Agreement and by the Transaction Documents to which it is a partyCompany, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly authorized and approved by all requisite limited liability company action the Company Board. Assuming the accuracy of the representations and warranties of Parent set forth in Section 4.7, no other corporate proceedings on the part of the CompanyCompany is necessary to authorize the execution and delivery of this Agreement, subject only the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions, except, in the case of the Merger (to the receipt extent required by the DGCL), for the adoption of this Agreement by the holders of a majority of the issued and outstanding Shares (the "Required Company Equity Holders’ ApprovalStockholder Vote"). This Agreement has been duly and validly executed and delivered by the Company, Company and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting creditors’ or relating to the enforcement of creditors rights generally and by general equitable principles of equity (regardless of general applicability, whether enforcement is sought considered in a proceeding at law or in equity) equity (the “Enforcement Exceptions”"Bankruptcy and Equity Exception"). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents. (b) Subject to Neither the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement and the Transaction Documents by the Company and its Subsidiaries, and nor the performance or consummation by the Company of the Transactions, do not and Transactions will not, with or without notice, lapse of time or both: (i) result in a violation or breach of or conflict with the Company Charter Documents or the Subsidiary Documents, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a breach default (or violation of the Organizational Documents of the Company or any of its Subsidiaries; (ii) require any consentan event that, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), would constitute a default) under, or result inin the termination or cancellation of, or give any Person rise to a right of, termination, cancellation, acceleration, suspension, modification of purchase (including pursuant to any right of first refusal or revocation the like) under, give rise to any obligation to make payments or provide compensation accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by the Company or any Company Subsidiaries under any of an Acquired the terms, conditions or provisions of any Contract to which the Company underor any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to receipt of the Required Company Stockholder Vote (to the extent required by the DGCL) and obtaining or making the consents, give approvals, orders, authorizations, registrations, declarations and filings referred to in Section 3.3(c) below, violate any Person judgment, ruling, order, writ, injunction or decree of any Governmental Authority ("Judgment") or any statute, code, decree, law, ordinance, rule, regulation or order of any Governmental Authority ("Law"), in each case applicable to the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization underCompany, any Material Contract of the Company Subsidiaries or Material Permitany of their respective properties or assets, exceptother than, with respect to events described in the foregoing clauses (ii) and (iii), as would notany such event or events that, individually or in the aggregate, has not had and would not reasonably be likely expected to have a Company Material Adverse Effect. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any United States Federal, state or local governmental or regulatory authority, court, body or instrumentality or any governmental or regulatory authority, court, body or instrumentality outside of the United States (each, a "Governmental Authority") is necessary to be obtained or made by the Company or any Company Subsidiary in connection with the Company's execution and delivery of this Agreement or the consummation by the Company of the Transactions, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) compliance with and filings pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") and any other applicable Antitrust Laws, (iii) the filing with the SEC of (A) the Offer Documents and Schedule 14D-9, (B) if necessary, a proxy statement in definitive form relating to the Company Stockholders Meeting (as defined in Section 6.1(b)) (such proxy statement, as amended or supplemented from time to time, (the "Proxy Statement")) and compliance with other applicable requirements of the Exchange Act, (C) any information statement required by Rule 14f-1 promulgated by the SEC under the Exchange Act (the "Information Statement") in connection with the Offer and (D) such reports under Section 13 or 16 of the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of The NASDAQ Stock Market LLC, (v) compliance with the "blue sky" laws of various states and (vi) such other consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, would not reasonably be expected to prevent consummation of the Offer or the Merger. (d) The Board of Directors of the Company (the "Company Board"), at a meeting duly called and held, has duly and unanimously adopted resolutions (i) declaring that this Agreement and the Transactions, including the Offer and the Merger, are fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the Transactions, including the Offer and the Merger (such approval having been made in accordance with the DGCL, including for purposes of Section 203 thereof), and (iii) recommending that the Company's stockholders accept the Offer, tender their Shares to Merger Sub pursuant to the Offer and adopt this Agreement (such recommendation, the "Board Recommendation").

Authorization; No Conflict. (a) The Company has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery by the Company of this Agreement and by the Transaction Documents to which it is a partyCompany, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly authorized by all requisite limited liability company action the Company Board. No other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement by the Company, subject only the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions except the affirmative vote to adopt this Agreement by the receipt holders of a majority of the Company Equity Holders’ ApprovalShares entitled to vote at the Company Stockholders Meeting (the “Company Stockholder Vote”). This Agreement has been duly and validly executed and delivered by the Company, Company and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and by subject to the effect of general principles of equity (regardless of whether enforcement is sought considered in a proceeding at law or in equity). (b) (the “Enforcement Exceptions”). The Company’s board of managersCompany Board, by resolutions duly adopted at a meeting duly called and held or by action by held, duly adopted unanimous written consent in accordance with the Company’s Organizational Documents resolutions (i) determined determining that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, (ii) determining that this Agreement, the Merger and the other Transactions, taken together, are fair to, to and in the best interests of, of the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCACompany Stockholders, (iii) directed approving this Agreement and the Transactions, (iv) directing that this Agreement be submitted to the Company’s members Company Stockholders for adoption and adoption, (ivv) resolved to recommend recommending that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite Stockholders vote in favor of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents. (b) Subject to the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, delivery and performance adoption of this Agreement and the Transaction Documents Transactions (this clause (v), the “Company Recommendation”) and (vi) electing, to the extent permitted by applicable Law, to make inapplicable all state takeover laws or similar Laws, including Section 203 of the DGCL, to the extent they might otherwise apply to the execution, delivery, performance or consummation of this Agreement or any of the Transactions. None of the aforesaid actions by the Company Board has been amended, rescinded or modified as of the date hereof except as permitted by this Agreement. (c) None of the execution and delivery of this Agreement by the Company, the performance by the Company of its Subsidiariesobligations hereunder or the consummation by the Company of the Transactions will, assuming receipt of the Company Stockholder Vote and compliance with the DGCL, the Hxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended, and the consummation rules and regulations promulgated thereunder (the “HSR Act”), foreign antitrust or competition Laws, the Securities Exchange Act of 1934, as amended (together with the Transactionsrules and regulations promulgated thereunder, do not the “Exchange Act”), the rules of Nasdaq and will notthe securities or “blue sky” laws of various jurisdictions, with or without notice, lapse of time or both: (i) conflict with or result in a violation or breach or violation of any provision of the Organizational Documents certificate of incorporation or bylaws of the Company or any of its Subsidiaries; Company, (ii) require any consent, waiver, approval, declaration consent or authorization of, other action by any other Person not received or notice taken prior to or filing with, any Governmental Authority; or (iii) violate, conflict withthe Closing under, result in a violation or breach of any provisions of, or constitute a default under (or an event which, with notice or lapse of time or both), would constitute a default) under, or cause or result inin the termination, cancellation of, or give any Person rise to a right of, termination, cancellation, acceleration, suspension, modification or revocation of purchase under, give rise to any or accelerate the performance of an obligation to make payments required by, or provide compensation result in such a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by the Company under any of an Acquired the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, Contract, Lease, agreement or other instrument to which the Company underis a party or by which the Company or any of its properties or assets is bound, give (iii) violate any Person order, judgment, decision, decree, injunction, ruling, writ or assessment (whether temporary, preliminary or permanent) (“Order”) applicable to the right to declare a default, exercise Company or any remedy, claim a rebate, chargeback, penalty of its properties or change in delivery schedule, accelerate the maturity or performance underassets, or require (iv) violate any consentforeign, waiverfederal, approvalstate or local statute, noticelaw (statutory, filingcommon or otherwise), declaration constitution, treaty, convention, ordinance, code, rule or authorization under, any Material Contract or Material Permit, except, with respect regulation (“Law”) applicable to the foregoing clauses Company or any of its properties or assets other than any such event described in clause (ii) and ), (iii), as would not) or (iv) which, individually or in the aggregate, has not had and would not reasonably be likely expected to have a Company Material Adverse Effect. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state, local, municipal or foreign governmental, regulatory, quasi-governmental or administrative authority, department, commission, court, tribunal, judicial body or agency, including any political subdivision thereof (a “Governmental Authority”) is necessary to be obtained or made by the Company in connection with the Company’s execution, delivery and performance of this Agreement or the consummation by the Company of the Transactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with and filings pursuant to the HSR Act and foreign antitrust or competition Laws, (iii) the filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (such proxy statement, as amended or supplemented from time to time, the “Proxy Statement”), if required by applicable Law, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq, (v) compliance with the securities or “blue sky” laws of various jurisdictions and (vi) compliance with such other requirements non-compliance with which would not reasonably be expected to have a Company Material Adverse Effect.

Authorization; No Conflict. (a) The Company has full limited liability company power andexecution, upon receipt of the Company Equity Holders’ Approval, authority to enter into this Agreement delivery and the Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery performance by the Company of this Agreement and the Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Offer, the Merger and the other Transactions are within the Company’s corporate powers and, assuming that the Transactions are consummated in accordance with NRS 92A. 133 and have been duly authorized by all requisite limited liability company necessary corporate action on the part of the Company, subject only to the receipt of the . The Company Equity Holders’ Approval. This Agreement has been duly and validly executed and delivered by the Companythis Agreement and, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutesParent and Merger Sub, or upon such delivery constitutes, this Agreement constitutes a legal, valid and binding obligation agreement of the Company enforceable against the Company in accordance with its terms, terms (except as such enforceability may be limited by is subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws and other laws affecting creditors’ rights generally and by general principles of equity equity). (regardless of whether enforcement is sought in a proceeding at law or in equityb) (the “Enforcement Exceptions”). The Company’s board of managersCompany Board, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents held, has unanimously (i) determined that this Agreement, the Transaction Documents Agreement and the Merger Transactions, including the Offer and the other Transactions Merger, are advisable, fair to, to and in the best interests of, of the Company and its membersstockholders, (ii) adopted, approved and declared advisable this Agreement, the Transactions Agreement and the Merger Transactions, and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted duly adopted resolutions recommending, subject to the Company’s members for adoption and (iv) resolved to recommend Section 6.3, that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting Common Stock accept the requisite vote of Offer and tender their Shares to Merger Sub pursuant to the holders of the Company Interests to approve this AgreementOffer (such recommendation, the Transaction Documents“Company Board Recommendation”), the Merger and the other Transactions which resolutions, subject to Section 6.3, have not been rescinded, modified or withdrawn in accordance with the DLLCA and the Company’s Organizational Documentsany way. (bc) Subject to the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the The execution, delivery and performance by the Company of this Agreement and the Transaction Documents consummation by the Company and its Subsidiaries, and the consummation of the TransactionsTransactions require no action by or in respect of or filing with any Governmental Authority, do not and will not, with or without notice, lapse of time or both: other than (i) conflict with or result in a breach or violation the filing of the Organizational Documents articles of the Company or any of its Subsidiaries; (ii) require any consent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), result in, or give any Person a right of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to any obligation to make payments or provide compensation under, result in the creation of any Lien upon any of the properties or assets of an Acquired Company under, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Material Contract or Material Permit, except, merger with respect to the foregoing clauses Merger with the Office of the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act, (iv) compliance with any applicable rules of Nasdaq, and (iii)v) any additional actions or filings, as except those that the failure of which to make or obtain would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect. (d) The execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the Company Charter Documents, (ii) assuming compliance with the matters referred to in Section 4.3(c), contravene, conflict with or result in a violation or breach of any provision of any applicable Law or Order, (iii) assuming compliance with the matters referred to in Section 4.3(c), require any consent or other action by any Person under, result in any breach of, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration or the loss of any benefit to which the Company or any of the Company Subsidiaries is entitled under, any Contract, or result in the creation or imposition of any Lien on any asset of the Company or any of the Company Subsidiaries, with only such exceptions, in the case of each of clauses (iii) through (iv), as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Authorization; No Conflict. (a) The Company has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery by the Company of this Agreement and by the Transaction Documents to which it is a partyCompany, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly authorized by all requisite limited liability company action the Company Board. No other corporate proceedings on the part of the CompanyCompany or any Company Subsidiary is necessary to authorize the execution and delivery of this Agreement, subject only to the receipt performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions, except, in the case of the consummation of the Merger, for the approval of this Agreement by the holders of a majority of the issued and outstanding shares of Company Equity Holders’ ApprovalCommon Stock (the “Required Company Stockholder Vote”). This Agreement has been duly and validly executed and delivered by the Company, Company and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting creditors’ the enforcement of creditors rights generally and by general equitable principles of equity general applicability. (regardless of whether enforcement is sought in a proceeding at law or in equityb) (the “Enforcement Exceptions”). The Company’s board of managersCompany Board, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents held, duly and unanimously adopted resolutions (i) determined that approving this Agreement, the Transaction Documents Offer, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are advisable, fair to, to and in the best interests of, of the Company and its membersstockholders, (iiiii) approved recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, (iv) recommending that the holders of Company Common Stock adopt this Agreement and (v) declaring that this Agreement is advisable (collectively, the “Company Recommendation”). Such resolutions are sufficient to render inapplicable to Parent and Merger Sub and this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction DocumentsOffer, the Merger and the other Transactions (including those contemplated by the Voting and Tender Agreement) the provisions of Section 203 of the DGCL and any other “moratorium”, “control share acquisition”, “business combination”, “fair price” or other form of anti-takeover Laws or regulations that may purport to be applicable to the Transactions (collectively, “Takeover Laws”). (c) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions nor compliance by the Company with any of the provisions herein will (i) result in accordance a violation or breach of or conflict with the DLLCA certificate or articles of incorporation or bylaws or other similar organizational documents of the Company or any Company Subsidiary, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (as defined in Section 3.4(b)) upon any of the properties or assets owned or operated by the Company or any Company Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, Contract, lease, agreement or other instrument or obligation of any kind to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any judgment, ruling, order, writ, injunction or decree (“Judgment”) or any statute, law, ordinance, rule or regulation (“Law”) applicable to the Company or any Company Subsidiary or any of their respective properties or assets, other than any such event described in items (ii) or (iii) which, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state, local or foreign governmental or regulatory authority (a “Governmental Authority”) is necessary to be obtained or made by the Company or any Company Subsidiary in connection with the Company’s Organizational Documents. (b) Subject to the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and or the Transaction Documents consummation by the Company and its Subsidiaries, and the consummation of the Transactions, do not and will not, with or without notice, lapse of time or both: except for (i) conflict compliance with or result in a breach or violation of the Organizational Documents of the Company or any of its Subsidiaries; (ii) require any consent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), result in, or give any Person a right of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to any obligation to make payments or provide compensation under, result in the creation of any Lien upon any of the properties or assets of an Acquired Company under, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Material Contract or Material Permit, exceptDGCL, with respect to the foregoing clauses filing of the Certificate of Merger, (ii) compliance with and filings pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended, the rules and regulations promulgated thereunder (the “HSR Act”) and any other applicable antitrust or competition Laws, (iii) the filing with the SEC of (A) the Schedule 14D-9, (B) a proxy statement relating to the Company Stockholders Meeting (as defined in Section 6.1(b)) (such proxy statement, as amended or supplemented from time to time, the “Proxy Statement”), (C) any information statement required by Rule 14f-1 promulgated by the SEC under the Exchange Act (the “Information Statement”) in connection with the Offer and (iiiD) such reports under Section 13 or 16 of the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of The Nasdaq Stock Market LLC (“Nasdaq”), as would notand (v) compliance with the “blue sky” laws of various states, and except where the failure to obtain or take such action, individually or in the aggregate, has not had and would not reasonably be likely expected to have or result in a Company Material Adverse Effect.

Authorization; No Conflict. (a) The Company has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents Rights Amendment and, subject to which it is a partythe adoption of this Agreement by the Company's stockholders under the DGCL to the extent required by applicable Law in the case of the Merger, to carry out its obligations hereunder hereunder. Assuming the accuracy of the representations and thereunder and to consummate warranties of the Transactions. The Parent set forth in Section 4.7, the execution and delivery by the Company of this Agreement and by the Transaction Documents to which it is a partyCompany, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly authorized and approved by all requisite limited liability company action the Company Board. Assuming the accuracy of the representations and warranties of the Parent set forth in Section 4.7, no other corporate proceedings on the part of the CompanyCompany is necessary to authorize the execution and delivery of this Agreement, subject only the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions, except, in the case of the Merger (i) to the receipt extent required by the DGCL, for the adoption of this Agreement by the holders of a majority of the issued and outstanding Shares (the "Required Company Equity Holders’ ApprovalStockholder Vote") and (ii) for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware. This Agreement has been duly and validly executed and delivered by the CompanyCompany and, assuming that this Agreement has been duly executed and (assuming due authorizationdelivered by Parent and Merger Sub, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting creditors’ or relating to the enforcement of creditors rights generally and by general equitable principles of equity (regardless of general applicability, whether enforcement is sought considered in a proceeding at law or in equity) equity (the “Enforcement Exceptions”"Bankruptcy and Equity Exception"). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents. (b) Subject to Neither the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement and the Transaction Documents by the Company and its Subsidiaries, and nor the performance or consummation by the Company of the Transactions, do not and Transactions will not, with or without notice, lapse of time or both: (i) result in a violation or breach of or conflict with the Company Charter Documents or the Subsidiary Documents, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a breach default (or violation of the Organizational Documents of the Company or any of its Subsidiaries; (ii) require any consentan event that, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), would constitute a default) under, or result inin the termination or cancellation of, or give any Person rise to a right of, termination, cancellation, acceleration, suspension, modification of purchase (including pursuant to any right of first refusal or revocation the like) under, give rise to any obligation to make payments or provide compensation accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by the Company or any Company Subsidiaries under any of an Acquired the terms, conditions or provisions of any Contract to which the Company underor any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to receipt of the Required Company Stockholder Vote (to the extent required by the DGCL) and obtaining or making the consents, give approvals, orders, authorizations, registrations, declarations and filings referred to in Section 3.3(c) below, violate any Person judgment, ruling, order, writ, injunction or decree of any Governmental Authority ("Judgment") or any statute, code, decree, law, ordinance, rule, regulation or order of any Governmental Authority ("Law"), in each case applicable to the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization underCompany, any Material Contract of the Company Subsidiaries or Material Permitany of their respective properties or assets, exceptother than, (x) with respect to events described in the foregoing clauses clause (ii) and (iii), as would notany such event or events that, individually or in the aggregate, has not had and would not reasonably be likely expected to have a Company Material Adverse EffectEffect and (y) with respect to the foregoing clause (iii), any such violations of any statute, code, law, ordinance, rule or regulation that is not and would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any United States Federal, state or local governmental, quasi-governmental or regulatory authority, court, body or instrumentality or any governmental, quasi-governmental, regulatory authority, court, body or instrumentality outside of the United States (each, a "Governmental Authority") is necessary to be obtained or made by the Company or any Company Subsidiary in connection with the Company's execution and delivery of this Agreement or the consummation by the Company of the Transactions, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (ii) compliance with and filings pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") and the Investment Canada Act, (iii) the filing with the SEC of (A) the Offer Documents and Schedule 14D-9, (B) if necessary, a proxy statement in definitive form relating to the Company Stockholders Meeting (as defined in Section 6.1(b)) (such proxy statement, as amended or supplemented from time to time, (the "Proxy Statement")) and compliance with other applicable requirements of the Exchange Act, (C) any information statement required by Rule 14f-1 promulgated by the SEC under the Exchange Act (the "Information Statement") in connection with the Offer and (D) such reports under Section 13 or 16 of the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of The NASDAQ Stock Market LLC, (v) compliance with the "blue sky" laws of various states and (vi) such other consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of which, individually or in the aggregate, would not reasonably be expected to prevent consummation of the Offer or the Merger. (d) The Company Board, at a meeting duly called and held, has duly and unanimously, upon the unanimous recommendation of the Special Committee of the Company Board (the "Special Committee"), adopted resolutions (i) approving the Rights Amendment, (ii) declaring that this Agreement and the Transactions, including the Offer and the Merger, are fair to and in the best interests of the Company and its stockholders, (iii) approving and declaring advisable this Agreement and the Transactions, including the Offer and the Merger (such approval having been made in accordance with the DGCL, including for purposes of Section 203 thereof) and (iv) recommending that the Company's stockholders accept the Offer, tender their Shares to Merger Sub pursuant to the Offer and adopt this Agreement (such recommendation, the "Board Recommendation"), which resolutions have not been subsequently rescinded, modified or amended in any respect except to the extent occurring after the date of this Agreement. The Company has been advised, as of the date hereof, that each of its directors and officers with a title of Executive Vice President and above intends to tender all of his or her Shares, if any, in the Offer.

Authorization; No Conflict. (a) The Company has full limited liability company all necessary corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into execute and deliver this Agreement and the Transaction Documents to which it is a partyAgreement, to carry out perform its obligations hereunder and thereunder and and, subject to the approval of this Agreement by the holders of at least a majority of the outstanding Common Shares entitled to vote in accordance with the DGCL (the “Company Stockholder Approval”), to consummate the Transactionstransactions contemplated by this Agreement. The execution Except for the Company Stockholder Approval, the execution, delivery and delivery performance by the Company of this Agreement and the Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions transactions contemplated by this Agreement have been duly and validly authorized by all requisite limited liability company necessary corporate action on behalf of the Company. No other corporate proceedings on the part of the CompanyCompany are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, subject only including the Merger, other than the Company Stockholder Approval and the filing of the Certificate of Merger pursuant to the receipt DGCL. Each of this Agreement and each other Transaction Document that the Company Equity Holders’ Approval. This Agreement is a party has been duly and validly executed and delivered by the CompanyCompany and, and (assuming the due authorization, execution and delivery by any other applicable parties thereto) constituteseach of Parent and Merger Sub, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights generally and or by general principles of equity principles. (regardless of whether enforcement is sought in a proceeding at law or in equityb) (the “Enforcement Exceptions”). The Company’s board of managersCompany Board, by resolutions duly adopted at a meeting duly called and held held, and as of the Agreement Date not subsequently rescinded or by action by unanimous written consent modified in accordance with the Company’s Organizational Documents any way, duly adopted resolutions (i) determined adopting this Agreement and the Transactions, including the Merger, (ii) determining that this Agreement, the Transaction Documents and terms of the Merger and the other Transactions are advisable, advisable and fair to, to and in the best interests of, of the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCAstockholders, (iii) directed directing that this Agreement be submitted to the Company’s members stockholders of the Company for adoption their approval, and (iv) resolved to recommend recommending that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders stockholders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documentsthis Agreement. (bc) Subject to the receipt of the Company Equity Holders’ Stockholder Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, neither the execution, delivery and or performance of this Agreement and the Transaction Documents by the Company and its Subsidiaries, and nor the consummation by the Company of the Transactions, do not and Transactions nor compliance by the Company with any of the provisions herein will not, with or without notice, lapse of time or both: (i) conflict with or result in a violation or breach of or violation conflict with the certificate or articles of the Organizational Documents incorporation or bylaws or other similar organizational documents of the Company or any of its the Company Subsidiaries; , (ii) require any consent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; or (iiiexcept at set forth in Section 2.3(c) violate, conflict withof the Company Disclosure Schedules, result in a violation or breach of, or constitute a default under (or an event which, with notice or lapse of time or both), would constitute a default) under, or result inin the termination or cancellation of, or give any Person rise to a right of, termination, cancellation, acceleration, suspension, modification or revocation of purchase under, give rise to any obligation to make payments or provide compensation accelerate the performance required by the Company under, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of an Acquired owned or operated by the Company underor any Company Subsidiaries pursuant to the terms, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty conditions or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization underprovisions of, any Company Material Contract or Material Permit(iii) subject to obtaining or making the approvals, exceptfilings and notifications referred to in Section 2.3(d) below, with respect violate any judgment, ruling, order, writ, injunction or decree (“Judgment”) or any Law applicable to the foregoing clauses Company or any of the Company Subsidiaries or any of their respective properties or assets, other than any such event described in items (ii) and or (iii), as would not) which, individually or in the aggregate, has not had or would not reasonably be likely expected to have a Company Material Adverse Effect (excluding the exception in clause (vii) in the definition of Company Material Adverse Effect). (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by the Company or any Company Subsidiary in connection with the Company’s execution, delivery and performance of this Agreement and the other Transaction Documents to which the Company is a party or the consummation by the Company of the transactions contemplated hereby and thereby, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with and filings pursuant to the HSR Act, (iii) compliance with the rules of NASDAQ, (iv) compliance with the applicable requirements of the Exchange Act, (v) compliance with the “blue sky” Laws of various states, and (vi) based in part on the representations of Parent and Merger Sub in Section 3.3(b), the approvals, filings and notifications imposed by applicable Laws that are set forth in Section 2.3(d) of the Company Disclosure Schedules, and except where the failure to obtain or take such action, individually or in the aggregate, has not had or would not reasonably be expected to have or result in a Company Material Adverse Effect (excluding the exception in clause (vii) in the definition of Company Material Adverse Effect).

Authorization; No Conflict. (a) The Company has full limited liability company the requisite corporate power and authority to execute and deliver this Agreement and, upon receipt of subject to obtaining the Company Equity Holders’ Stockholder Approval, authority to enter into this Agreement and the Transaction Documents to which it is a party, to carry out perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated by this Agreement. The execution execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by the Company (including by its Board of Directors), and except for the Company Stockholder Approval, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company it of the Transactions have been duly authorized transactions contemplated by all requisite limited liability company action on the part of the Company, subject only to the receipt of the Company Equity Holders’ Approvalthis Agreement. This Agreement has been duly and validly executed and delivered by the CompanyCompany and, and (assuming due authorization, execution and delivery of this Agreement by any the other applicable parties thereto) constituteshereto, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as that (i) such enforceability enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and by general principles (ii) the remedies of equity specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (regardless of whether enforcement is sought in a proceeding at law or in equityb) (the “Enforcement Exceptions”). The Company’s board Board of managersDirectors, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents held, has unanimously (i) adopted this Agreement and the transactions contemplated hereby, (ii) determined that this Agreement, the Transaction Documents Agreement and the Merger and the other Transactions transactions contemplated hereby are advisable, fair to, advisable and in the best interests of, of the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCACompany’s stockholders, (iii) directed that the Company submit the adoption of this Agreement be submitted to a vote at a meeting of the Company’s members for adoption stockholders of the Company in accordance with the terms of this Agreement and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to stockholders approve this Agreement, the Transaction Documents, the Merger and this Agreement at the other Transactions in accordance with the DLLCA and the Company’s Organizational DocumentsCompany Special Meeting. (bc) Subject to the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, The execution and delivery and performance of this Agreement and the Transaction Documents by the Company and its Subsidiariesdoes not, and the consummation of the Transactions, do not and transactions contemplated hereby by the Company will not, with or without notice, lapse of time or both: (i) conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational documents) of (A) the Company or (B) any of its Subsidiaries, (ii) assuming the Consents, registrations, declarations, filings and notices referred to in Section 4.4 have been obtained or made, any applicable waiting periods referred to therein have terminated or expired and any condition precedent to any such Consent has been satisfied, conflict with or 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 affected, (iii) result in any breach of, or constitute a breach default (with or violation without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, acceleration or cancellation of any payments pursuant to any of the Organizational Documents terms, conditions or provisions of any Company Material Contract or Company Permit or (iv) result in the creation of a Lien, other than any Permitted Lien, upon any of the material properties or assets of the Company or any of its Subsidiaries; , other than, in the case of clauses (ii) require any consent), waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under and (with notice or lapse of time or bothiv), result inany such conflict, or give any Person a right ofviolation, breach, default, termination, cancellationamendment, acceleration, suspensioncancellation or Lien that would not (x) have a Company Material Adverse Effect or (y) prevent or materially impede, modification materially interfere with, materially hinder or revocation under, give rise to any obligation to make payments materially delay the consummation of the Merger or provide compensation under, result in the creation of any Lien upon any of the properties or assets other transactions contemplated by this Agreement. The execution and delivery of an Acquired this Agreement by the Company underdoes not, give any Person and the right to declare a defaultconsummation of the transactions contemplated hereby by the Company will not, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration penalties (other than interest rate period break fees) or authorization under, make whole payments to be paid by the Company or any Material Contract or Material Permit, except, of its Subsidiaries with respect to indebtedness for borrowed money of the foregoing clauses Company, including the Convertible Notes. (iid) and The Company has made available to Parent complete copies of the minutes (iii), as would not, individually or in the aggregatecase of minutes that have not yet been finalized, reasonably be likely drafts thereof) of all meetings of the Board of Directors and each committee of the Board of Directors of the Company, since January 1, 2008 through the date of this Agreement, in each case with redactions with respect to have a Material Adverse Effectpotentially sensitive or other information, as deemed appropriate by the Company, and, in any event, other than such minutes (or portions thereof) that relate to the Transactions or alternative transactions considered by the Board of Directors of the Company or any committee thereof.

Authorization; No Conflict. (a) The Company has full limited liability company the requisite corporate power andand authority, upon receipt of the Company Equity Holders’ Approvaland has taken all corporate action necessary, authority to enter into execute, deliver and perform its obligations under this Agreement and the Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution At a meeting duly called and delivery by held, the Company of Board unanimously (i) determined that this Agreement and the Transaction Documents Transactions are advisable and in the best interests of the Stockholders, (ii) approved and declared advisable this Agreement and the Transactions, (iii) resolved, subject to which it is a partySection 7.8, to recommend acceptance of the performance Offer by the Company Stockholders and (iv) to the extent necessary, adopted a resolution having the effect of its obligations hereunder and thereunder causing this Agreement and the consummation by Transactions not to be subject to any Takeover Provision that might otherwise apply to the Company Transactions. As of the Transactions have been duly authorized by all requisite limited liability company action on the part date hereof, none of the Company, subject only to the receipt foregoing resolutions of the Company Equity Holders’ ApprovalBoard have been amended, rescinded or modified. This Agreement has been duly and validly executed and delivered by the Company, Company and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, is enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) general applicability (the “Enforcement ExceptionsBankruptcy and Equity Exception”). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent Assuming the Transactions are consummated in accordance with Section 251(h) of the Company’s Organizational Documents (i) determined that this AgreementDGCL, the Transaction Documents and the Merger and the other Transactions no stockholder votes or consents are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that necessary to authorize this Agreement be submitted or to consummate the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational DocumentsTransactions. (b) Subject to Neither the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement and the Transaction Documents by the Company and its Subsidiaries, and nor the consummation by the Company of the Transactions, do not and Transactions nor compliance by the Company with any of the provisions herein will not, with or without notice, lapse of time or both: (i) result in a violation or breach of, contravene or conflict with the Company Charter Documents or any Company Subsidiary Charter Documents, (ii) assuming compliance with the matters referred to in Section 5.3(c), conflict with or result in a violation or breach of any applicable judgment, ruling, order, writ, injunction or violation decree of any Governmental Authority (“Judgment”) or any provision of any applicable statute, code, decree, law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), (iii) assuming compliance with the matters referred to in Section 5.3(c), require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company or any Company Subsidiary is entitled under any provision of any Contract binding upon the Company or any Company Subsidiary or any Authorization affecting, or relating in any way to, the assets or business of the Organizational Documents Company and the Company Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of the Company or any Company Subsidiary, except in the case of its Subsidiaries; each of clauses (ii), (iii) and (iv), as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions require any consent, waiver, approval, declaration no action by or authorization in respect of, or notice to or filing with, any Governmental Authority; or , except for (i) filing the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) compliance with and filings pursuant to the HSR Act and applicable foreign competition and antitrust Laws (collectively, “Antitrust Laws”), if any, (iii) violatecompliance with any applicable requirements of the Securities Act, conflict withthe Exchange Act and any other United States state or federal securities Laws, result in a breach (iv) compliance with any NASDAQ rules and (v) actions or default under (with notice or lapse filings the failure of time or both), result in, or give any Person a right of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to any obligation which to make payments or provide compensation under, result in the creation of any Lien upon any of the properties or assets of an Acquired Company under, give any Person the right obtain has not had and would not reasonably be expected to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Material Contract or Material Permit, except, with respect to the foregoing clauses (ii) and (iii), as would nothave, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.

Authorization; No Conflict. (a) The Company has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery by the Company of this Agreement and by the Transaction Documents to which it is a partyCompany, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly authorized by all requisite limited liability company action the Company Board. No other corporate proceedings on the part of the CompanyCompany or any Company Subsidiary is necessary to authorize the execution and delivery of this Agreement, subject only to the receipt performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions, except, in the case of the consummation of the Merger, for the approval of this Agreement by the holders of a majority of the issued and outstanding shares of Company Equity Holders’ ApprovalCommon Stock (the “Required Company Stockholder Vote”). This Agreement has been duly and validly executed and delivered by the CompanyCompany and, and (assuming the due authorization, execution and delivery by any other applicable parties thereto) constitutesParent and Merger Sub, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting creditors’ the enforcement of creditors rights generally and by general equitable principles of equity general applicability. (regardless of whether enforcement is sought in a proceeding at law or in equityb) (the “Enforcement Exceptions”). The Company’s board of managersCompany Board, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents held, duly and unanimously adopted resolutions (i) determined that approving this Agreement, the Transaction Documents Offer, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are advisable, fair to, to and in the best interests of, of the Company and its membersstockholders, (iiiii) approved recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, (iv) recommending that the holders of Company Common Stock adopt this Agreement, to the extent required by Law, and (v) declaring that this Agreement is advisable (clauses (iii) and (iv) being collectively referred to as the “Company Recommendation”). Such resolutions are sufficient to render inapplicable to Parent and Merger Sub and to this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction DocumentsOffer, the Merger and the other Transactions the provisions of Section 203 of the DGCL and any other “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws or regulations that may purport to be applicable to the Transactions (collectively, “Takeover Laws”). (c) Subject to obtaining the Required Company Stockholder Vote with respect to adopting this Agreement for purposes of the Merger, neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions nor compliance by the Company with any of the provisions herein will (i) result in accordance a violation or breach of or conflict with the DLLCA certificate or articles of incorporation or bylaws or other similar organizational documents of the Company or any Company Subsidiary, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration or a material change in financial terms under, or result in the creation of any Lien (as defined in Section 3.4(b)) upon any of the properties or assets owned or operated by the Company or any Company Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any judgment, ruling, order, writ, injunction or decree (“Judgment”) or any statute, law, ordinance, rule or regulation (“Law”) applicable to the Company or any Company Subsidiary or any of their respective properties or assets, other than any such event described in item (ii) or (iii) which, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (d) No consent, approval, order or authorization of, or registration, declaration or filing (any of the foregoing, a “Consent”) with, any Federal, state, local or foreign governmental or regulatory authority (a “Governmental Authority”) is necessary to be obtained or made by the Company or any Company Subsidiary in connection with the Company’s Organizational Documents. (b) Subject to the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and or the Transaction Documents consummation by the Company and its Subsidiaries, and the consummation of the Transactions, do not and will not, with or without notice, lapse of time or both: except for (i) conflict compliance with or result in a breach or violation of the Organizational Documents of the Company or any of its Subsidiaries; (ii) require any consent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), result in, or give any Person a right of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to any obligation to make payments or provide compensation under, result in the creation of any Lien upon any of the properties or assets of an Acquired Company under, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Material Contract or Material Permit, exceptDGCL, with respect to the foregoing clauses filing of the Certificate of Merger, (ii) compliance with and filings pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended, the rules and regulations promulgated thereunder (the “HSR Act”) and any other applicable antitrust or competition Laws, (iii) the filing with the SEC of (A) the Schedule 14D-9, (B) a proxy statement relating to the Company Stockholders Meeting (as defined in Section 6.1(b)) (such proxy statement, as amended or supplemented from time to time, the “Proxy Statement”), (C) any information statement required by Rule 14f-1 promulgated by the SEC under the Exchange Act (the “Information Statement”) in connection with the Offer and (iiiD) such current reports on Form 8-K and other reports under Section 13 or 16 of the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of The Nasdaq Stock Market LLC (“Nasdaq”), as would notand (v) compliance with the “blue sky” Laws of various states, and except where the failure to obtain such Consents or take such action, individually or in the aggregate, has not had and would not reasonably be likely expected to have a Company Material Adverse Effect.

Authorization; No Conflict. (a) The Company 2.1 Each of the Obligors has full taken all necessary corporate or limited liability company power andaction, upon receipt as the case may be, to authorize the execution, delivery and performance of the Company Equity Holders’ Approval, authority to enter into this Agreement and the Transaction Documents to which it is a party. Neither the execution, to carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by the Company or performance of this Agreement and the each Transaction Documents Document to which it is a party, the performance by the Company of its obligations hereunder and thereunder and party nor the consummation by the Company of the Transactions have been duly authorized transactions contemplated thereby: (a) by all requisite limited liability company action on each Obligor does or will contravene the part of the Company, subject only to the receipt of the Company Equity Holders’ Approval. This Agreement has been duly and validly executed and delivered by the Company, and (assuming due authorization, execution and delivery by formation or constitutional documents or any other material Legal Requirement then applicable parties thereto) constitutes, to or upon binding on each such delivery constitutes, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents.Obligor; or (b) Subject to the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act does or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Transaction Documents by the Company and its Subsidiaries, and the consummation of the Transactions, do not and will not, with or without notice, lapse of time or both: (i) conflict with contravene or result in a any breach or violation of the Organizational Documents of the Company or constitute any of its Subsidiaries; (ii) require any consent, waiver, approval, declaration or authorization ofdefault under, or notice to or filing with, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), result in, or give any Person a right of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to any obligation to make payments or provide compensation under, result in require the creation or imposition of any Lien upon any of the Properties of any Obligor or under any security or agreement or instrument to which any Obligor is a party or by which it or any of its respective properties may be bound, except for Permitted Liens or assets of an Acquired Company under, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Material Contract or Material Permit, except, with respect to the foregoing clauses (ii) and (iii), as would could not, individually or in the aggregate, reasonably be likely expected to have a Material Adverse Effect. 2.2 No consent or authorization or filing with, notice to or other act by or in respect of, any Governmental Authority or any Person is required in connection with the borrowings under the Senior Finance Documents or with the execution, delivery, performance, validity or enforceability of any of the Transaction Documents, except consents, authorisations, recordings, stampings, filings, registrations and notices described in the definition of ‘Required Filings’ in Clause 1.1 of this Agreement or Schedule 2 (Conditions Precedent) and Schedule 12 (Permits) (in the case of Schedule 2 (Conditions Precedent) and Schedule 12 (Permits) which consents, authorisations, registrations, filings and notices have, unless otherwise indicated on such schedule, been obtained or made and are in full force and effect) or, in the case of any Transaction Documents entered into after the date of the Initial Advance under the Term Loan Facilities, as have been obtained or made and are in full force and effect at the time this representation is deemed to be made (except consents, authorisations, recordings, stampings, filings, registrations and notices described in the definition of ‘Required Filings’ in Clause 1.1 of this Agreement or Schedule 2 (Conditions Precedent) and Schedule 12 (Permits) (in the case of Schedule 2 (Conditions Precedent) and Schedule 12 (Permits) which consents, authorisations, registrations, filings and notices have, unless otherwise indicated on such schedule, been obtained or made and are in full force and effect).

Authorization; No Conflict. (a) The Company has full limited liability company the requisite corporate power andand authority, upon receipt of the Company Equity Holders’ Approvaland has taken all corporate action necessary, authority to enter into execute, deliver and perform its obligations under this Agreement and the Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution At a meeting duly called and delivery by held, the Company of Board unanimously (i) determined that this Agreement and the Transaction Documents Transactions are advisable, fair to which it is a party, and in the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly authorized by all requisite limited liability company action on the part of the Company, subject only to the receipt best interests of the Company Equity Holders’ Approvaland the Stockholders, (ii) approved and declared advisable this Agreement and the Transactions, (iii) resolved, subject to Section 7.8, to recommend acceptance of the Offer and adoption of this Agreement by the Stockholders and (iv) to the extent necessary, adopted a resolution having the effect of causing this Agreement and the Transactions not to be subject to any Takeover Provision that might otherwise apply to the Transactions. As of the date hereof, none of the foregoing resolutions of the Company Board have been amended, rescinded or modified. This Agreement has been duly and validly executed and delivered by the Company, Company and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, is enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) general applicability (the “Enforcement ExceptionsBankruptcy and Equity Exception”). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent Assuming the Transactions are consummated in accordance with Section 251(h) of the Company’s Organizational Documents (i) determined that this AgreementDGCL, the Transaction Documents and the Merger and the other Transactions no stockholder votes or consents are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that necessary to authorize this Agreement be submitted or to consummate the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational DocumentsTransactions. (b) Subject to the receipt None of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, delivery and or performance of this Agreement and by the Transaction Documents Company, the consummation by the Company and its Subsidiaries, and the consummation of the Transactions, do not and or compliance by the Company with any of the provisions herein will not, with or without notice, lapse of time or both: (i) result in a violation or breach of, contravene or conflict with the Company Charter Documents, (ii) assuming compliance with the matters referred to in Section 5.3(c), conflict with or result in a violation or breach of any applicable judgment, ruling, order, writ, injunction or violation decree of the Organizational Documents of the Company any Governmental Authority (“Judgment”) or any provision of its Subsidiaries; (ii) require any consentapplicable statute, waivercode, approvaldecree, declaration law, ordinance, rule, regulation or authorization of, or notice to or filing with, order of any Governmental Authority; or Authority (“Law”), (iii) violateassuming compliance with the matters referred to in Section 5.3(c), conflict withrequire any consent or other action by any Person under, result in constitute a breach default, or default under (an event that, with or without notice or lapse of time or both), result inwould constitute a default under, or give any Person a right of, cause or permit the termination, cancellation, accelerationacceleration or other change of any right or obligation or the loss of any benefit to which the Company is entitled under any provision of any Contract binding upon the Company or any Authorization affecting, suspensionor relating in any way to, modification the assets or revocation under, give rise to any obligation to make payments business of the Company or provide compensation under, (iv) result in the creation or imposition of any Lien upon on any asset of the properties or assets Company, except in the case of an Acquired Company under, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Material Contract or Material Permit, except, with respect to the foregoing each of clauses (ii), (iii) and (iiiiv), as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. (c) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions require no action by or in respect of, or filing by or with, any Governmental Authority, except for (i) filing the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) compliance with and filings pursuant to the HSR Act and applicable foreign competition and antitrust Laws (collectively, “Antitrust Laws”), if any, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act and any other United States state or federal securities Laws, (iv) compliance with any NASDAQ rules; and (v) actions or filings the failure of which to make or obtain has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Authorization; No Conflict. (a) The Company Each of Parent and Merger Sub has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by the Company of this Agreement and the Transaction Documents Voting Agreement by Parent and Merger Sub (to which it is the extent a party), the performance by the Company Parent and Merger Sub of its their respective obligations hereunder and thereunder and the consummation by the Company Parent and Merger Sub of the Transactions have been duly and validly authorized by all requisite limited liability company action the respective Boards of Directors of Parent and Merger Sub. No other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the Companyexecution and delivery of this Agreement and the Voting Agreement, subject only to the receipt performance by Parent and Merger Sub of their respective obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the Company Equity Holders’ ApprovalTransactions, except for the approval of the Merger by Parent as the owner of all the outstanding capital stock of Merger Sub. This Each of this Agreement and the Voting Agreement has been duly and validly executed and delivered by Parent and Merger Sub (to the Companyextent a party) and, and (assuming the due authorization, execution and delivery thereof by any the Company (to the extent a party) and the other applicable parties thereto) constitutes, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Parent and Merger Sub, enforceable against Parent and Merger Sub (to the Company extent a party) in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought subject in a proceeding at law or in equity) (the “Enforcement Exceptions”). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted each case to the Company’s members for adoption Bankruptcy and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational DocumentsEquity Exception. (b) Subject Neither the execution and delivery of this Agreement and the Voting Agreement by Parent or Merger Sub (to the receipt extent a party), nor the consummation by Parent or Merger Sub of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act Transactions nor compliance by Parent or as otherwise set forth on Section 3.3(b) Merger Sub with any of the Company Disclosure Scheduleprovisions herein or therein will (i) result in a violation or breach of or conflict with the certificate of incorporation or by-laws of Parent or Merger Sub or (ii) subject to obtaining or making the consents, waivers, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (c) below, violate any Judgment or Law applicable to Parent or Merger Sub or any of their respective properties or assets or result in a violation or breach of or conflict with any provisions of any Contract to which Parent or Merger Sub is a party or bound, other than any such event described in this clause (ii) which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Parent or Merger Sub in connection with Parent’s or Merger Sub’s (to the extent a party) execution, delivery and performance of this Agreement and the Transaction Documents by the Company and its SubsidiariesVoting Agreement, and or the consummation by Parent or Merger Sub of the Transactions, do not and will not, with or without notice, lapse of time or both: except for (i) conflict compliance with or result in a breach or violation of the Organizational Documents of the Company or any of its Subsidiaries; (ii) require any consent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), result in, or give any Person a right of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to any obligation to make payments or provide compensation under, result in the creation of any Lien upon any of the properties or assets of an Acquired Company under, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Material Contract or Material Permit, exceptDGCL, with respect to the foregoing clauses filing of the Certificate of Merger, and (ii) and (iii)any such consent, as would notapproval, order, authorization, registration, declaration or filing, the lack of which, individually or in the aggregate, has not had and would not reasonably be likely expected to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) The Company Each of BHI, Newco and Merger Sub has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery by the Company of this Agreement by BHI, Newco and the Transaction Documents to which it is a partyMerger Sub, the performance by BHI, Newco and Merger Sub of their respective obligations hereunder and the Company consummation by BHI, Newco and Merger Sub of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each of BHI, Newco and Merger Sub, and, prior to Closing, will be validly approved by Newco as the sole stockholder of Merger Sub, and the Board of Directors of BHI has resolved to recommend adoption of this Agreement by the stockholders of BHI and has directed that this Agreement be submitted to the stockholders of BHI for their consideration, and the Board of Directors of Merger Sub has resolved to recommend adoption of the Agreement by the sole stockholder of Merger Sub. No other corporate proceedings on the part of BHI or any of the BHI Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by BHI of its obligations hereunder and thereunder and the consummation by the Company BHI of the Transactions have been duly authorized transactions contemplated hereby, except for the adoption of this Agreement by all requisite limited liability company action on the part BHI Stockholder Approval (as defined in Section 4.12(b)) and the adoption of this Agreement by the sole stockholder of Merger Sub and the filing of the Company, subject only to the receipt Certificate of the Company Equity Holders’ ApprovalMerger. This Agreement has been duly and validly executed and delivered by the CompanyBHI and, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutesGE, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company BHI, enforceable against the Company it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or similar Laws affecting creditors’ rights creditors generally and or by general equity principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law or in equity) (the “Enforcement Exceptions”Law). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents. (b) Subject to the receipt None of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement by BHI, Newco and the Transaction Documents by the Company and its SubsidiariesMerger Sub, and the consummation by BHI, Newco and Merger Sub of the Transactionstransactions contemplated hereby or compliance by BHI, do not Newco and Merger Sub with any of the provisions herein will not, with or without notice, lapse of time or both: (i) conflict with or result in a violation or breach of or violation conflict with the certificate of incorporation or bylaws of BHI or the Organizational Documents organizational documents of the Company or any of its Subsidiaries; BHI Subsidiary (including Newco and Merger Sub), (ii) require result in a violation or breach of or conflict with any consent, waiver, approval, declaration or authorization provisions of, or notice to constitute a default (or filing withan event which, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), would constitute a default) under, or result inin the termination or cancellation of, or give any Person rise to a right of, termination, cancellation, acceleration, suspension, modification or revocation of purchase under, give rise or except to the extent contemplated in Section 2.04 or the plans or agreements referenced in Section 4.11 of the BHI Disclosure Letter, accelerate the performance required by BHI or any obligation to make payments or provide compensation BHI Subsidiaries under, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets of an Acquired Company underowned or operated by BHI or any BHI Subsidiaries (including once incorporated, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance Newco and Merger Sub) under, or require result in being declared void, voidable, or without further binding effect under any consentof the terms, waiver, approval, notice, filing, declaration conditions or authorization underprovisions of, any Material Contract note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or Material Permitother instrument or obligation of any kind to which BHI or any of the BHI Subsidiaries is a party or by which BHI or any of the BHI Subsidiaries (including Newco and Merger Sub) or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, exceptapprovals, orders, authorizations, registrations, declarations and filings referred to in Section 4.03(c), violate any Laws applicable to BHI or any of the BHI Subsidiaries (including Newco and Merger Sub) or any of their respective properties or assets, other than any such event described in (i) only with respect to the foregoing clauses any BHI Subsidiary (excluding Newco and Merger Sub) or (ii) and or (iii), as would not, individually or in the aggregate, reasonably be likely to have ) which does not constitute a BHI Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, state securities or blue sky laws, the HSR Act, Council Regulation (EC) No. 139/2004 of 20 January 2004 on the control of concentrations between undertakings (published in the Official Journal of the European Union on January 29, 2004 at L 24/1) (the “EC Merger Regulation”) or other foreign antitrust or competition Laws, the filing of the Certificate of Merger as required by the DGCL, the filing of the Amended and Restated Certificate of Incorporation of Newco, and the filing of the Certificate of Formation and the Certificate of Conversion as required by the DGCL and the DLLCA, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by BHI of this Agreement or the consummation by BHI of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a BHI Material Adverse Effect.

Authorization; No Conflict. (a) The Company has full limited liability company power and, upon receipt Each of the Company Equity Holders’ Approval, and Operating Company has the requisite corporate power and authority to enter into execute and deliver this Agreement and the Transaction Documents to which it is a partyAgreement, to carry out perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby. The execution execution, delivery and delivery performance by the Company of this Agreement and the Transaction Documents to which it is a partyAgreement, the performance by the Company of its obligations hereunder and thereunder and the consummation by the it and Operating Company of the Transactions transactions contemplated hereby, have been duly and validly authorized by all requisite limited liability company necessary corporate action by the Company and Operating Company (including by their respective Boards of Directors), and no other corporate action or proceeding on the part of the CompanyCompany or Operating Company is necessary to authorize the execution, subject only to delivery and performance by the receipt Company and Operating Company (as applicable) of this Agreement and the consummation by such parties of the Company Equity Holders’ Approvaltransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the CompanyCompany and, and (assuming due authorization, execution and delivery of this Agreement by any other applicable parties thereto) constitutesPurchaser, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as that (i) such enforceability enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions remedies of specific performance and the Merger injunctive and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement forms of equitable relief may be submitted subject to equitable defenses and to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote discretion of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documentscourt before which any Proceeding therefor may be brought. (b) Subject to the receipt of The execution and delivery by the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Transaction Documents by the Company and its Subsidiaries, does not and the consummation of the Transactions, do not transactions contemplated hereby by the Company and Operating Company will not, with or without notice, lapse of time or both: (i) conflict with or result in a breach violate the certificate of incorporation or violation bylaws (or equivalent organizational documents) of (A) the Company, (B) Operating Company or (C) any of the Organizational Documents Transferred Companies, (ii) assuming the Governmental Authorizations, registrations, declarations, filings and notices referred to in Section 4.4 have been obtained or made, any applicable waiting periods referred to therein have expired and any condition precedent to any such Governmental Authorization has been satisfied, conflict with or violate, or give rise to any right or requirement of termination, modification or cancellation of, or require any notice, report or other filing under, any Law, Judgment or Governmental Authorization applicable to the Company, Operating Company or any of its Subsidiaries; (ii) require the Intel Companies or by which any consentproperty or asset of the Company, waiverOperating Company or any of the Transferred Companies is bound or affected, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; or (iii) violate, violate or conflict with, result in any breach of, or constitute a breach or default under (with or without notice or lapse of time time, or both), result in) under, or give any Person a right of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to any obligation to make payments right of termination, amendment, acceleration or provide compensation cancellation of or require any notice, report or other filing under, any Intel Company Material Contract, (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the material properties or assets of an Acquired Company underthe Intel Companies or the Transferred Shares, give any Person other than, in the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Material Contract or Material Permit, except, with respect to the foregoing clauses (ii) and case of clause (iii), as any such conflict, violation, breach, default, termination, amendment, acceleration, cancellation or Lien that has not resulted and would notnot reasonably be expected to result, individually or in the aggregate, reasonably be likely to have in a Material Adverse Effectmaterial Loss.