Common use of Authorization; No Conflict Clause in Contracts

Authorization; No Conflict. (a) Purchaser has the requisite corporate 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 Purchaser, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the Transactions have been duly authorized by 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 execution and delivery of this Agreement, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the Transactions. This Agreement has been duly executed and delivered by Purchaser and constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally and equitable principles of general applicability. (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of the execution and delivery of this Agreement and the Tender Agreement by Purchaser, the consummation by Purchaser of the Transactions or compliance by Purchaser with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser 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 upon any of the properties or assets owned or operated by Purchaser or any of the Purchaser Subsidiaries 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 Purchaser or any of the 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 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 Purchaser or any of the Purchaser 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 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 Agreement 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) Purchaser 2.1 Each of the Wynn Obligors and the Company has taken all necessary corporate or limited liability company action, as the requisite corporate power case may be, to authorize the execution, delivery and authority performance of the Transaction Documents to enter into and deliver this Agreement and all other agreements and documents contemplated hereby which it is a party. Neither the execution, delivery or performance of each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery nor the consummation of this Agreement the transactions contemplated thereby: (a) by Purchaser, the performance by Purchaser of its obligations hereunder each Wynn Obligor and the consummation by Purchaser of Company does or will contravene the Transactions have been duly authorized by the Board of Directors of Purchaser, and no formation or constitutional documents or any other corporate proceedings material Legal Requirement then applicable to or binding on the part of Purchaser (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 Purchaser of its obligations hereunder and the consummation by Purchaser of the Transactions. This Agreement has been duly executed and delivered by Purchaser and constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally and equitable principles of general applicability.each such Obligor; or (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded does or modified will contravene or result in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of the execution and delivery of this Agreement and the Tender Agreement by Purchaser, the consummation by Purchaser of the Transactions or compliance by Purchaser with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions of, or constitute a any 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 require the creation or imposition of any Lien upon any of the properties Properties of any Wynn Obligor or assets owned the Company or operated by Purchaser or any of the Purchaser Subsidiaries under any of the terms, conditions security 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 Purchaser any Wynn Obligor or any of the Purchaser Subsidiaries Company is a party or by which Purchaser it or any of the Purchaser Subsidiaries or any of their its respective properties or assets may be bound bound, except for Permitted Liens or (iii) subject to obtaining or making the consentsas could not, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Judgment or 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 items (ii) or (iii) which, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect. (d) No consent2.2 Save in respect of the authorisation by the Macau SAR required to be given in accordance with the Land Concession Consent Agreement in relation to the Land Security Assignment and the notice required to be given to the Macau SAR in relation to the Assignment of Rights, approval, order no consent or authorization of, or registration, declaration or filing with, notice to or other act by or in respect of, 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 Agreement 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 Person is required in connection with this Agreement and the Transactions, (ii) compliance borrowings under the Senior Finance Documents or with the rules execution, delivery, performance, validity or enforceability of Nasdaqany of the Transaction Documents, and (iii) such except consents, approvalsauthorisations, ordersfilings, authorizationsregistrations and notices described in Schedule 2 (Conditions Precedent) and Schedule 12 (Permits) (which consents, authorisations, registrations, declarations filings and notices have, unless otherwise indicated on such schedule, been obtained or filingsmade and are in full force and effect) or, the lack of which, individually or in the aggregatecase of any Transaction Documents entered into after the date of the Initial Advance under the Term Loan Facilities, has not had as have been obtained or made and would not reasonably are in full force and effect at the time this representation is deemed to be expected to have a Purchaser Material Adverse Effectmade.

Authorization; No Conflict. (a) Each of the Parent and the Purchaser has the requisite corporate power and authority to enter into execute and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party the Voting Agreement and to carry out consummate the Transactions and the transactions contemplated by the Voting Agreement, and to perform its obligations hereunder under this Agreement and thereunderthe Voting Agreement. The execution execution, delivery and delivery performance by the Parent and the Purchaser of this Agreement by Purchaser, and the performance by Purchaser of its obligations hereunder Voting Agreement and the consummation by Purchaser of the Transactions and the transactions contemplated by the Voting Agreement have been duly authorized by all necessary corporate action in respect thereof on the Board part of Directors each of the Parent and the Purchaser, and by the Parent as the sole stockholder of the Purchaser, and no other corporate proceedings action is required on the part of the Parent or the Purchaser (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery by the Parent and the Purchaser of this Agreement, Agreement and the performance by Purchaser of its obligations hereunder Voting Agreement and the consummation by Purchaser them of the TransactionsTransactions and the transactions contemplated by the Voting Agreement. This Agreement has and the Voting Agreement have been duly executed and delivered by the Parent and the Purchaser and, assuming valid authorization, execution and constitutes a delivery hereof and thereof by the Company (and, in the case of the Voting Agreement, by the other parties thereto), this Agreement and the Voting Agreement constitute the valid and binding obligation obligations of Purchaser, each of the Parent and the Purchaser enforceable against Purchaser each of them in accordance with its terms, their respective terms (subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally Bankruptcy and equitable principles of general applicabilityEquity Exception). (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of Neither the execution and delivery of this Agreement and or the Tender Voting Agreement by the Parent or the Purchaser, nor the consummation by the Parent or the Purchaser of the Transactions or the transactions contemplated by the Voting Agreement, or compliance by the Parent or the Purchaser with any of the terms or provisions herein or therein will therein, will: (i) result in a violation or breach of or conflict with or violate any provision of the certificate or articles of incorporation or bylaws of Purchaser either the Parent or any subsidiary of Purchaser (the “Purchaser Subsidiaries”)Purchaser, (ii) violate, conflict with or result in a violation or breach of any terms, conditions or conflict with any provisions of, or constitute a default (with or an event which, with without notice or the lapse of time time, or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a any right of purchase termination, cancellation, or acceleration of any obligation or the loss of any benefit under, or accelerate the performance required by, or result in require 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 the Purchaser Subsidiaries under consent pursuant any of the terms, provisions, or conditions or provisions of any material loan or credit agreement, note, bond, mortgage, indenture, deed of trust, license, agreement, contract, lease, agreement Permit, concession, franchise, plan or other instrument or obligation of any kind to which Purchaser the Parent or any of the Purchaser Subsidiaries is a party or by which Purchaser or any of the Purchaser Subsidiaries or any of their respective assets or properties or assets may be bound or is bound, (iii) subject to obtaining require any filing by the Parent or making the consentsPurchaser with, approvalsor Permit, ordersor Consent of, authorizationsany Governmental Entity other than the Regulatory Filings, registrations, declarations and filings referred to in paragraph or (div) below, conflict with or violate any Judgment judgment, order, writ, Injunction, decree, or Law applicable to Purchaser the Parent, or any of the Purchaser Subsidiaries or any of their respective its properties or assets other than any such event described assets; except in items the case of clause (ii), (iii) or (iiiiv) whichfor such violations, breaches or defaults which would not, individually or in the aggregate, has not had and would not reasonably be expected impair the ability of each of the Parent or the Purchaser to have a Purchaser Material Adverse Effect. (d) No consentperform its obligations under this Agreement, approval, order or authorization ofas the case may be, or registration, declaration prevent or filing with, any Governmental Authority is necessary to be obtained or made by Purchaser or materially delay the consummation of any of the Purchaser Subsidiaries in connection with Purchaser’s execution, delivery and performance of this Agreement or the Tender Agreement 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) Purchaser Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and all other agreements and documents contemplated hereby to which it is a party and delivery of this Agreement, to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by PurchaserParent and Merger Sub, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions have been duly authorized by the Board respective Boards of Directors of PurchaserParent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Purchaser Parent or Merger Sub (including any vote of any class or series of outstanding capital stockstock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Purchaser Parent and Merger Sub and constitutes a valid and binding obligation of Purchasereach of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally Bankruptcy and equitable principles of general applicabilityEquity Exception. (b) The respective Board of Directors of Purchaser each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase Merger and the other Transactions. (c) None of Neither the execution and delivery of this Agreement and by Parent or Merger Sub nor the Tender Agreement by Purchaser, the performance or consummation by Purchaser Parent or Merger Sub of the Transactions or compliance by Purchaser with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser Parent or any subsidiary of Purchaser (the “Purchaser Subsidiaries”)Merger Sub, (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 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 (including pursuant to any right of first refusal or the like) 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 upon any of the properties or assets owned or operated by Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub 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 material Contract to which Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub is a party or by which Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub 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 (dSection 4.3(d) below, violate any Judgment or Law applicable to Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) whichthat, individually or in the aggregate, has have not had and would not reasonably be expected likely to have a Purchaser Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (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 Parent, any Parent Subsidiary or any of the Purchaser Subsidiaries Merger Sub in connection with Purchaser’s execution, Parent's or Merger Sub's execution and delivery and performance of this Agreement or the Tender Agreement or the consummation by Purchaser Parent or Merger Sub 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 the HSR Act and any applicable foreign Antitrust Laws, (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, (iiiv) compliance with the rules of Nasdaq, (v) compliance with the "blue sky" laws of various states, and (iiivi) 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 likely to have a Purchaser Parent Material Adverse Effect.

Authorization; No Conflict. (a) Purchaser Each of Parent and Merger Sub has the requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute, deliver and deliver perform its obligations under 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 Purchaser, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the Transactions have been duly authorized by 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 execution and delivery of this Agreement, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of consummate the Transactions. This Agreement has been duly executed and delivered by Purchaser Parent and Merger Sub and constitutes a legal, valid and binding obligation of PurchaserParent and Merger Sub and, assuming the due authorization, execution and delivery hereof by the Company, is enforceable against Purchaser Parent and Merger Sub in accordance with its terms, subject in each case to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally Bankruptcy and equitable principles of general applicabilityEquity Exception. (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of Neither the execution and delivery of this Agreement and the Tender Agreement by PurchaserParent or Merger Sub, nor the consummation by Purchaser Parent or Merger Sub of the Transactions or nor compliance by Purchaser Parent or Merger Sub with any of the provisions herein or therein will (i) result in a violation or breach of of, contravene or conflict with the certificate or articles of incorporation or bylaws of Purchaser Parent or any subsidiary of Purchaser (the “Purchaser Subsidiaries”)Merger Sub, (ii) assuming compliance with the matters referred to in Section 6.3(c), conflict with or result in a violation or breach of any applicable Judgment or conflict any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 6.3(c), require any provisions ofconsent or other action by any Person under, or constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) default under, or result in cause or permit the termination, cancellation ofcancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent or any of its Subsidiaries or any Authorization affecting, or give rise to a right relating in any way to, the assets or business of purchase under, Parent and its Subsidiaries or accelerate the performance required by, or result in a right of termination or acceleration under, or (iv) result in the creation or imposition of any Lien upon on any asset of the properties or assets owned or operated by Purchaser Parent or any of its Subsidiaries, except as would not, in the Purchaser Subsidiaries under any case of the termseach of clauses (ii), 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 Purchaser or any of the 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 and (iv), reasonably be expected 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 Purchaser or any of the Purchaser Subsidiaries or any of their respective properties or assets other than any such event described in items (ii) or (iii) whichhave, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions require no action by or in respect of, or filing 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 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 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 Agreement 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 whichhave, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Parent Material Adverse Effect.

Authorization; No Conflict. (a) Purchaser Each of Parent and Merger Sub has the requisite corporate 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 thereunderhereunder. The execution and delivery of this Agreement by PurchaserParent and Merger Sub, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions have been duly authorized by the Board respective Boards of Directors of PurchaserParent and Merger Sub, and no other corporate proceedings on the part of Purchaser (including any vote of any class Parent or series of outstanding capital stock) Merger Sub are necessary to authorize the execution and delivery of this Agreement, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Purchaser Parent and Merger Sub and constitutes a valid and binding obligation of Purchasereach of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally Bankruptcy and equitable principles of general applicabilityEquity Exception. (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of Neither the execution and delivery of this Agreement and by Parent or Merger Sub nor the Tender Agreement by Purchaser, the performance or consummation by Purchaser Parent or Merger Sub of the Transactions or compliance by Purchaser with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser Parent or any subsidiary of Purchaser (the “Purchaser Subsidiaries”)Merger Sub, (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 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 (including pursuant to any right of first refusal or the like) 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 upon any of the properties or assets owned or operated by Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub 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 material Contract to which Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub is a party or by which Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub 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 or Law applicable to Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) whichthat, individually or in the aggregate, has have not had and would not reasonably be expected likely to have a Purchaser 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 Purchaser or any . The copies of the Purchaser Subsidiaries certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in connection with Purchaser’s execution, delivery and performance effect on the date of this Agreement or the Tender Agreement 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 EffectAgreement.

Authorization; No Conflict. (a) Purchaser The Company has the requisite corporate 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 Purchaserthe Company, the performance by Purchaser the Company of its obligations hereunder and the consummation by Purchaser the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of Purchaser, and no the Company. No other corporate proceedings on the part of Purchaser (including the Company or any vote of any class or series of outstanding capital stock) the Company Subsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by Purchaser the Company of its obligations hereunder and the consummation by Purchaser the Company of the Transactionstransactions contemplated hereby, except for the approval of this Agreement by the Required Company Stockholder Vote. This Agreement has been duly executed and delivered by Purchaser the Company and constitutes a valid and binding obligation of Purchaserthe Company, enforceable against Purchaser in accordance with its terms, subject except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization or similar Laws other laws affecting the enforcement of creditors creditors’ rights generally and or by general equitable principles of general applicabilityprinciples. (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of Neither the execution and delivery of this Agreement and by the Tender Agreement by Purchaser, Company nor the consummation by Purchaser the Company of the Transactions or transactions contemplated hereby nor compliance by Purchaser the Company with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation incorporation, bylaws or bylaws other organizational documents of Purchaser the Company or any subsidiary of Purchaser (the “Purchaser Company Subsidiaries”), (ii) except as described on Section 3.3(b) of the Company Disclosure Letter, 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 upon any of the properties or assets owned or operated by Purchaser the Company or any of Company Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to the Purchaser Subsidiaries 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 Purchaser the Company or any of the Purchaser Company Subsidiaries is a party or by which Purchaser the Company or any of the Purchaser 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 (dc) below, violate any Judgment judgment, ruling, order, writ, injunction, decree, statute, law (including the common law), rule or Law regulation applicable to Purchaser the Company or any of the Purchaser Company Subsidiaries or any of their respective properties or assets 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 Purchaser Company Material Adverse Effect. (dc) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority governmental or regulatory authority is necessary to be obtained or made by Purchaser the Company or any of the Purchaser Subsidiaries Company Subsidiary in connection with Purchaserthe Company’s execution, delivery and performance of this Agreement or the Tender Agreement or the consummation by Purchaser the Company of the Transactionstransactions 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 (A) the Offer Documents Joint Proxy Statement and (B) such reports under Sections 13 Section 13(a), 13(d), 15(d) or 16 16(a) of the Exchange Act, Act as may be required in connection with this Agreement and the Transactionstransactions contemplated hereby, (iiiv) compliance with the rules of Nasdaqthe NYSE, (v) Customary Post Closing Consents and (vi) compliance with the “blue sky” laws of various states, and (iii) except where the failure to obtain or take such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of whichaction, individually or in the aggregate, has not had and would not reasonably be expected to have or result in a Purchaser Company Material Adverse Effect.

Authorization; No Conflict. (a) Purchaser Harpoon has the full legal right and all requisite corporate power and authority to enter into execute and deliver this Agreement and all other agreements and documents each of the Transaction Documents, to consummate the transactions contemplated hereby to which it is a party thereby and to carry out perform its obligations hereunder and thereunder. The execution and delivery by Harpoon of this Agreement by Purchasereach of the Transaction Documents, the consummation of the transactions contemplated thereby and the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the Transactions thereunder have been duly and validly authorized by the Board of Directors of Purchaser, and no other all necessary corporate proceedings action on the part of Purchaser (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 Purchaser of its obligations hereunder and the consummation by Purchaser Harpoon. Each of the Transactions. This Agreement Transaction Documents has been duly and validly executed and delivered by Purchaser Harpoon and constitutes a valid and binding obligation of PurchaserHarpoon, enforceable against Purchaser it in accordance with its terms, subject to bankruptcyother than the Sublease, insolvency or similar Laws affecting which shall be executed and delivered by Harpoon upon the enforcement Series B Closing and shall thereupon constitute a valid and binding obligation of creditors rights generally and equitable principles of general applicabilityHarpoon, enforceable against it in accordance with its terms. (b) The Board of Directors of Purchaser hasexecution, by resolutions duly adopted by the requisite vote delivery and performance of the directors present at a meeting of such boardTransaction Documents by Harpoon, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None consummation of the execution and delivery of this Agreement and transactions contemplated thereby (including the Tender Agreement by Purchaser, the consummation by Purchaser of the Transactions or compliance by Purchaser with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser Subsidiaries”Distribution), (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event whichdo not and will not, with notice or without notice, lapse of time or both, would constitute a default: (i) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, conflict with or result in a breach or violation of the Charter Documents or any resolution, action or written consent of the board of directors or stockholders of Harpoon; (ii) require any consent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Entity; (iii) conflict with, result in a default, modification or termination under, give any Person a right of termination termination, cancellation, acceleration, suspension or acceleration revocation under, result in the loss of a material benefit or the imposition of any obligation under, or result in the creation of require any Lien upon consent, waiver, approval, notice, filing, declaration or authorization under, any of the properties Transferred Contract or assets owned or operated by Purchaser or any of the Purchaser Subsidiaries 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 permit to which Purchaser or any of the Purchaser Subsidiaries Harpoon is a party or by which Purchaser Harpoon or any of the Purchaser Subsidiaries Transferred Assets are bound, which consent, waiver, approval, notice, filing, declaration or authorization has not been obtained or given on or before the date hereof; (iv) result in the creation or imposition of any of their respective properties or assets may be bound Lien on any Transferred Assets; or (iiiv) 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 Purchaser which Harpoon, the Business or any of the Purchaser Subsidiaries Transferred Assets are subject or any of their respective properties or assets other than any such event described bound. [ ] = Certain confidential information contained in items (ii) or (iii) whichthis document, individually or in marked by brackets, is filed with the aggregate, has not had Securities and would not reasonably be expected Exchange Commission pursuant 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 Rule 406 of the Purchaser Subsidiaries in connection with Purchaser’s execution, delivery and performance Securities Act of this Agreement or the Tender Agreement 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 Act1933, 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 Effectamended.

Authorization; No Conflict. (a) Purchaser The Seller has the requisite corporate all necessary partnership 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 Purchaserthe Seller, the performance by Purchaser the Seller of its obligations hereunder and the consummation by Purchaser the Seller of the Transactions transactions contemplated hereby have been duly authorized by the Board general partner of Directors of Purchaser, and no the Seller. No other corporate proceedings on the part of Purchaser (including any vote of any class or series of outstanding capital stock) the Seller are necessary to authorize the execution and delivery of this Agreement, the performance by Purchaser the Seller of its obligations hereunder and the consummation by Purchaser the Seller of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Purchaser the Seller, and assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of Purchaserthe Seller, enforceable against Purchaser in accordance with its terms, subject except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization or similar Laws other laws affecting the enforcement of creditors creditors’ rights generally and or by general equitable principles of general applicabilityprinciples. (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of Neither the execution and delivery of this Agreement and by the Tender Agreement by Purchaser, Seller nor the consummation by Purchaser the Seller of the Transactions or transactions contemplated hereby nor compliance by Purchaser the Seller with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the certificate or articles organizational documents of incorporation or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser Subsidiaries”)Seller, (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 upon any of the properties Interests under, or assets owned result in being declared void, voidable, or operated by Purchaser without further binding effect, or any of otherwise result in a detriment to the Purchaser Subsidiaries Seller under any of the terms, conditions or provisions of any material 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 Purchaser Subsidiaries Seller is a party or by which Purchaser the Seller or any of the Purchaser Subsidiaries or any of their respective properties or assets Interests may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (dc) below, violate any Judgment judgment, ruling, order, writ, injunction, decree, statute, law (including the common law), rule or Law regulation applicable to Purchaser the Seller or any of the Purchaser Subsidiaries or any of their respective properties or assets Interests, other than any such event described in items clauses (ii) or (iii) which, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effectmaterially impair the ability of the Seller to perform its obligations under this Agreement. (dc) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority governmental or regulatory authority is necessary to be obtained or made by Purchaser or any of the Purchaser Subsidiaries Seller in connection with Purchaserthe Seller’s execution, delivery and performance of this Agreement or the Tender Agreement or the consummation by Purchaser the Seller of the Transactionstransactions contemplated hereby, 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 NasdaqHSR Act, and (iii) except where the failure to obtain or take such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of whichaction, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effectmaterially impair the ability of the Seller to perform its obligations under this Agreement.

Authorization; No Conflict. (a) Purchaser has the requisite corporate power The execution, delivery and authority to enter into performance by each of Parent 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 Merger Sub of this Agreement by Purchaser(and with respect to Parent, the performance by Purchaser of its obligations hereunder CVR Agreement) and the consummation by Purchaser each of Parent and Merger Sub of the Merger and the other Transactions are within the corporate or similar powers of Parent and Merger Sub, as applicable, and, subject to the completion of the actions contemplated by Section 5.14, have been duly authorized by all necessary corporate or similar action on the Board part of Directors each of Purchaser, Parent and Merger Sub and no other corporate proceedings on the part of Purchaser (including any vote of any class Parent or series of outstanding capital stock) Merger Sub are necessary to authorize the execution execution, delivery and delivery performance of this Agreement, Agreement or to consummate the performance by Purchaser of its obligations hereunder Merger and the consummation by Purchaser of the other Transactions. This Agreement Each of Parent and Mxxxxx Sub has been duly executed and delivered this Agreement (and with respect to Parent, the CVR Agreement) and, assuming due authorization, execution and delivery by Purchaser and the Company, this Agreement constitutes a legal, valid and binding obligation agreement of Purchaser, each of Parent and Merger Sub enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, terms (subject to applicable bankruptcy, insolvency or similar Laws insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors creditors’ rights generally and equitable general principles of general applicabilityequity). (b) The Board execution, delivery and performance by Mxxxxx Sub and Parent of Directors of Purchaser hasthis Agreement (and with respect to Parent, the CVR Agreement) and the consummation by resolutions duly adopted by the requisite vote Merger Sub and Parent of the directors present at Transactions require no Consent of any Governmental Authority, other than (i) the filing of a meeting certificate of such boardmerger with respect to the Merger with the Delaware Secretary of State, and not subsequently rescinded or modified (ii) compliance with any applicable requirements set forth on Section 4.2 of the Parent Disclosure Schedules, (iii) the filing of any reports under the Exchange Act as may be required in any way, approved connection with this Agreement, the OfferMerger, and the Tender Agreementother Transactions including pursuant to Schedule 13D, (iv) compliance with applicable state securities or “blue sky” Laws and the Top-Up Purchase securities Laws of any foreign country or any applicable rules of Nasdaq, and (v) any additional Consents with any other Governmental Authority, except, in the case of clause (v), those that the failure of which to make or obtain, individually or in the aggregate, would, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent’s or Merger Sub’s ability to consummate the Merger and the other Transactions. (c) None of the execution The execution, delivery and delivery performance by Mxxxxx Sub and Parent of this Agreement (and with respect to Parent, the CVR Agreement) and the Tender Agreement by Purchaser, the consummation by Purchaser of the Transactions or compliance by Purchaser with any of Transactions, including the provisions herein or therein Merger, do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation, bylaws or other constituent documents of Merger Sub and Parent, (ii) assuming compliance with the matters referred to in Section 4.2(b), contravene, conflict with or result in a violation or breach of any provision of any applicable Law or conflict Order, (iii) assuming compliance with the certificate or articles of incorporation or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser Subsidiaries”matters referred to in Section 4.2(b), (ii) result in a violation or any breach of or conflict with any provisions of, or constitute a default (or an event which, that with notice or lapse of time or both, both would constitute become a default) under, or result in Parent or Merger Sub’s loss of any benefit or the terminationimposition of any additional payment or other liability under, cancellation ofor alter the rights or obligations of any third party under, or give rise to a right any third party any rights of purchase termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or accelerate the performance required byMerger Sub is a party, or result in a right of termination or acceleration under, or (iv) result in the creation or imposition of any Lien upon on any asset of Parent or Merger Sub, except, in the properties or assets owned or operated by Purchaser or any case of the Purchaser Subsidiaries under any each 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 Purchaser or any of the 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 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 Purchaser or any of the Purchaser Subsidiaries or any of their respective properties or assets other than any such event described in items clauses (ii) through (iv), for any such contravention, conflict, violation, breach, default, loss, payment, liability, alteration, right, Consent requirement, Lien or (iii) whichother occurrence that, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect. (d) No consent, approval, order material adverse effect on Parent’s or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary Merger Sub’s ability to be obtained or made by Purchaser or any of consummate the Purchaser Subsidiaries in connection with Purchaser’s execution, delivery and performance of this Agreement or the Tender Agreement 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 Merger and the other 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) Purchaser Each of Parent and Merger Sub has the requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute, deliver and deliver perform its obligations under 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 Purchaser, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the Transactions have been duly authorized by 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 execution and delivery of this Agreement, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of consummate the Transactions. This Agreement has been duly executed and delivered by Purchaser Parent and Merger Sub and constitutes a legal, valid and binding obligation of PurchaserParent and Merger Sub and, assuming the due authorization, execution and delivery hereof by the Company, is enforceable against Purchaser Parent and Merger Sub in accordance with its their respective terms, subject in each case to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally Bankruptcy and equitable principles of general applicabilityEquity Exception. (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of Neither the execution and delivery of this Agreement and the Tender Agreement by PurchaserParent or Merger Sub, nor the consummation by Purchaser Parent or Merger Sub of the Transactions or nor compliance by Purchaser Parent or Merger Sub with any of the provisions herein or therein will (i) result in a violation or breach of of, contravene or conflict with the certificate or articles of incorporation or bylaws bylaws, or similar organizational documents, of Purchaser Parent or any subsidiary of Purchaser (the “Purchaser Subsidiaries”)Merger Sub, (ii) assuming compliance with the matters referred to in Section 6.3(c), conflict with or result in a violation or breach of any applicable Judgment or conflict any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 6.3(c), require any provisions ofconsent or other action by any Person under, or constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) default or termination under, or result in cause or permit the termination, cancellation ofcancelation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or Merger Sub is entitled under any provision of any Contract binding upon Parent or Merger Sub or any Authorization affecting, or give rise to a right relating in any way to, the assets or the business of purchase under, Parent and its Subsidiaries or accelerate the performance required by, or result in a right of termination or acceleration under, or (iv) result in the creation or imposition of any Lien upon on any asset of the properties or assets owned or operated by Purchaser Parent or any of its Subsidiaries, with only such exceptions, in the Purchaser Subsidiaries under any case of the terms, conditions or provisions each of any 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 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 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 Purchaser or any of the Purchaser Subsidiaries or any of their respective properties or assets other than any such event described in items clauses (ii) or through (iii) whichiv), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions require no action by or in respect of, or filing 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 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 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 Agreement 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 whichhave, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Parent Material Adverse Effect.

Authorization; No Conflict. (a) Purchaser Each of Parent and Merger Sub has the requisite corporate power and authority authority, corporate or otherwise, 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 PurchaserParent and Merger Sub, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by the Board respective boards of Directors directors of Purchasereach of Parent and Merger Sub, and no other proceedings, corporate proceedings or otherwise, on the part of Purchaser (including Parent, Merger Sub or any vote of any class or series of outstanding capital stock) the Parent Subsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactionstransactions contemplated hereby other than the adoption of this Agreement by Parent as the sole stockholder of Merger Sub. This Agreement has been duly executed and delivered by Purchaser Parent and Merger Sub and constitutes a valid and binding obligation of PurchaserParent and Merger Sub, enforceable against Purchaser in accordance with its terms, subject except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization or similar Laws other laws affecting the enforcement of creditors creditors’ rights generally and or by general equitable principles of general applicabilityprinciples. (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite No vote of the directors present at a meeting holders of such board, and not subsequently rescinded Parent common stock or modified in any way, approved this Agreement, other securities of Parent is necessary to consummate the Offer, the Tender Agreement, the Top-Up Purchase and the other TransactionsMerger. (c) None of Neither the execution and delivery of this Agreement and the Tender Agreement by PurchaserParent or Merger Sub, nor the consummation by Purchaser Parent or Merger Sub of the Transactions or transactions contemplated hereby nor compliance by Purchaser Parent or Merger Sub with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the certificate Governing Documents of Parent or articles of incorporation or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser Subsidiaries”)Merger Sub, (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 upon any of the properties or assets owned or operated by Purchaser Parent or any of the Purchaser Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to 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 Purchaser Parent or any of the Purchaser Parent Subsidiaries is a party or by which Purchaser Parent or any of the Purchaser 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) belowSection 4.2(d), violate any Judgment judgment, ruling, order, writ, injunction, decree, statute, law (including the common law), rule or Law regulation applicable to Purchaser Parent or any of the Purchaser Parent 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 Purchaser Parent Material Adverse Effect. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary . A “Parent Material Adverse Effect” means a material adverse effect on the ability of Parent to be obtained or made by Purchaser or any of the Purchaser Subsidiaries in connection with Purchaser’s execution, delivery and performance of perform its obligations under this Agreement or to consummate the Tender Agreement or the consummation transactions contemplated 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 EffectAgreement.

Authorization; No Conflict. (a) Purchaser Each of Parent and Merger Sub has the requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute, deliver and deliver perform its obligations under 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 Purchaser, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the Transactions have been duly authorized by 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 execution and delivery of this Agreement, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of consummate the Transactions. This Agreement has been duly executed and delivered by Purchaser Parent and Merger Sub and constitutes a legal, valid and binding obligation of PurchaserParent and Merger Sub and, assuming the due authorization, execution and delivery hereof by the Company, is enforceable against Purchaser Parent and Merger Sub in accordance with its their respective terms, subject in each case to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally Bankruptcy and equitable principles of general applicabilityEquity Exception. (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of Neither the execution and delivery of this Agreement and the Tender Agreement by PurchaserParent or Merger Sub, nor the consummation by Purchaser Parent or Merger Sub of the Transactions or nor compliance by Purchaser Parent or Merger Sub with any of the provisions herein or therein will (i) result in a violation or breach of of, contravene or conflict with the certificate or articles of incorporation or bylaws bylaws, or similar organizational documents, of Purchaser Parent or any subsidiary of Purchaser (the “Purchaser Subsidiaries”)Merger Sub, (ii) assuming compliance with the matters referred to in Section 6.3(c), conflict with or result in a violation or breach of any applicable Judgment or conflict any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 6.3(c), require any provisions ofconsent or other action by any Person under, or constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) default or termination under, or result in cause or permit the termination, cancellation ofcancelation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or Merger Sub is entitled under any provision of any Contract binding upon Parent or Merger Sub or any Authorization affecting, or give rise to a right relating in any way to, the assets or the business of purchase under, Parent and its Subsidiaries or accelerate the performance required by, or result in a right of termination or acceleration under, or (iv) result in the creation or imposition of any Lien upon on any asset of the properties or assets owned or operated by Purchaser Parent or any of its Subsidiaries, with only such exceptions, in the Purchaser Subsidiaries under any case of the terms, conditions or provisions each of any 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 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 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 Purchaser or any of the Purchaser Subsidiaries or any of their respective properties or assets other than any such event described in items clauses (ii) or through (iii) whichiv), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions require no action by or in respect of, or filing 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 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 or Japanese securities Laws, (iv) compliance with any NASDAQ or Tokyo Stock Exchange 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 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 Agreement 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 whichhave, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Parent Material Adverse Effect.

Authorization; No Conflict. (a) Purchaser Buyer has the requisite corporate full limited liability company power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby the Transaction Documents to which it is a party and party, to carry out its obligations hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement by Purchaserand the Transaction Documents to which it is a party, the performance by Purchaser Buyer of its obligations hereunder and thereunder and the consummation by Purchaser Buyer of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Purchaser, and no other corporate proceedings all requisite limited liability company action on the part of Purchaser (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 Purchaser of its obligations hereunder and the consummation by Purchaser of the TransactionsBuyer. This Agreement has been duly and validly executed and delivered by Purchaser Buyer and constitutes (assuming due authorization, execution and delivery by the Company, Sellers and any other applicable parties thereto) constitutes, or upon such delivery constitutes, a legal, valid and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally and equitable principles of general applicabilityEnforcement Exceptions. (b) The Board of Directors of Purchaser hasexecution, by resolutions duly adopted by the requisite vote delivery and performance of the directors present at a meeting of such boardTransaction Documents by Buyer, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None consummation of the execution transactions contemplated thereby, do not and delivery of this Agreement and the Tender Agreement by Purchaser, the consummation by Purchaser of the Transactions or compliance by Purchaser with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event whichnot, with notice or without notice, lapse of time or both, would constitute a default: (i) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, conflict with or result in a right breach or violation of termination the Organizational Documents of Buyer; (ii) violate any law to which the Company or acceleration underany assets owned or used by the Company is subject; (iii) require any consent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; (iv) result in the creation imposition of any Lien upon any of the properties or assets asset owned or operated used by Purchaser Buyer; or (v) violate, conflict with, result in a breach of, constitute a default under, result in the acceleration of or give any Person the right to accelerate the maturity or performance of, or to cancel, terminate, modify or exercise any remedy under, result in any loss of the Purchaser Subsidiaries benefit under or require any of the termsconsent, conditions waiver, approval, notice, filing, declaration or provisions of authorization under, any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement Contract or other instrument or obligation of any kind Permit to which Purchaser or any of the Purchaser Subsidiaries Buyer is a party or by which Purchaser or any of the Purchaser Subsidiaries or any of their respective properties or assets may be Buyer is bound or (iii) to which any asset of Buyer is subject to obtaining or making under which Buyer has any rights or the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Judgment or 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 items (ii) or (iii) which, individually or in the aggregate, has not had and would not reasonably be 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 Agreement or the consummation which is guaranteed 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 EffectBuyer.

Authorization; No Conflict. (a) Purchaser has the requisite corporate power The execution, delivery and authority to enter into performance by each of Parent 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 Merger Subsidiary of this Agreement by Purchaser(and with respect to Parent, the performance by Purchaser of its obligations hereunder CVR Agreement) and the consummation by Purchaser each of Parent and Merger Subsidiary of the Merger and the other Transactions are within the corporate or similar powers of Parent and Merger Subsidiary, as applicable, and, subject to the completion of the actions contemplated by Section 5.15, have been duly authorized by all necessary corporate or similar action on the Board part of Directors each of Purchaser, Parent and Merger Subsidiary and no other corporate proceedings on the part of Purchaser (including any vote of any class Parent or series of outstanding capital stock) Merger Subsidiary are necessary to authorize the execution execution, delivery and delivery performance of this Agreement, Agreement or to consummate the performance by Purchaser of its obligations hereunder Merger and the other Transactions, subject only, in the case of consummation by Purchaser of the TransactionsMerger, to the receipt of the approval of the Merger by Parent, in its capacity as the sole stockholder of Merger Subsidiary. This Agreement Each of Parent and Merger Subsidiary has been duly executed and delivered this Agreement (and with respect to Parent, the CVR Agreement) and, assuming due authorization, execution and delivery by Purchaser and the Company, this Agreement constitutes a legal, valid and binding obligation agreement of Purchaser, each of Parent and Merger Subsidiary enforceable against Purchaser each of Parent and Merger Subsidiary in accordance with its terms, terms (subject to applicable bankruptcy, insolvency or similar Laws insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors creditors’ rights generally and equitable general principles of general applicabilityequity). (b) The Board execution, delivery and performance by Merger Subsidiary and Parent of Directors of Purchaser hasthis Agreement (and with respect to Parent, the CVR Agreement) and the consummation by resolutions duly adopted by the requisite vote Merger Subsidiary and Parent of the directors present at Transactions require no Consent of any Governmental Authority, other than (i) the filing of a meeting certificate of such boardmerger with respect to the Merger with the Delaware Secretary of State, (ii) compliance with any applicable requirements of the HSR Act and not subsequently rescinded or modified Foreign Antitrust Laws, (iii) compliance with any applicable requirements set forth on Section 4.2 of the Parent Disclosure Schedules, (iv) the filing of any reports under the Exchange Act as may be required in any way, approved connection with this Agreement, the OfferMerger, and the Tender Agreementother Transactions including pursuant to Schedule 13D, (iv) compliance with applicable state securities or “blue sky” Laws and the Top-Up Purchase securities Laws of any foreign country or any applicable rules of Nasdaq, and (v) any additional Consents with any other Governmental Authority, except, in the case of clause (v), those that the failure of which to make or obtain, individually or in the aggregate, would, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent’s or Merger Subsidiary’s ability to consummate the Merger and the other Transactions. (c) None of the execution The execution, delivery and delivery performance by Mexxxx Xxxxxxxxxx xnd Parent of this Agreement (and with respect to Parent, the CVR Agreement) and the Tender Agreement by Purchaser, the consummation by Purchaser of the Transactions or compliance by Purchaser with any of Transactions, including the provisions herein or therein Merger, do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation, bylaws or other constituent documents of Merger Subsidiary and Parent, (ii) assuming compliance with the matters referred to in Section 4.2(b), contravene, conflict with or result in a violation or breach of any provision of any applicable Law or conflict Order, (iii) assuming compliance with the certificate or articles of incorporation or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser Subsidiaries”matters referred to in Section 4.2(b), (ii) result in a violation or any breach of or conflict with any provisions of, or constitute a default (or an event which, that with notice or lapse of time or both, both would constitute become a default) under, or result in Parent or Merger Subsidiary’s loss of any benefit or the terminationimposition of any additional payment or other liability under, cancellation ofor alter the rights or obligations of any third party under, or give rise to a right any third party any rights of purchase termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or accelerate the performance required byMerger Subsidiary is a party, or result in a right of termination or acceleration under, or (iv) result in the creation or imposition of any Lien upon on any asset of Parent or Merger Subsidiary, with only such exceptions, in the properties or assets owned or operated by Purchaser or any case of the Purchaser Subsidiaries under any each 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 Purchaser or any of the 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 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 Purchaser or any of the Purchaser Subsidiaries or any of their respective properties or assets other than any such event described in items clauses (ii) or through (iii) iv), which, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect. (d) No consent, approval, order material adverse effect on Parent’s or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary Merger Subsidiary’s ability to be obtained or made by Purchaser or any of consummate the Purchaser Subsidiaries in connection with Purchaser’s execution, delivery and performance of this Agreement or the Tender Agreement 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 Merger and the other 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) Purchaser has If the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it Subscriber is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Purchaseran individual, the performance by Purchaser of its obligations hereunder and Subscriber has all requisite legal capacity for the consummation by Purchaser purchase of the Transactions have been duly authorized by SWS Tokens; 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 Subscriber has all requisite legal capacity for the execution and delivery of this Agreement, the performance by Purchaser of its obligations hereunder Subscription Agreement and the consummation by Purchaser of the Transactions. This Agreement has been duly each other document required to be executed and delivered by Purchaser the Subscriber in connection with this subscription for the SWS Tokens; and constitutes a valid neither the execution, delivery or performance of this Subscription Agreement or any other document required to be executed and binding obligation delivered by the Subscriber in connection with this subscription for the SWS Tokens, nor the consummation of Purchaserany of the transactions contemplated hereby or thereby by the Subscriber, enforceable against Purchaser in accordance (a) will violate or conflict with its termsany law, subject to bankruptcyrule, insolvency regulation, judgment, order or similar Laws affecting the enforcement decree of creditors rights generally and equitable principles of general applicability. any court or other governmental body, (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of the execution and delivery of this Agreement and the Tender Agreement by Purchaser, the consummation by Purchaser of the Transactions or compliance by Purchaser will conflict with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser 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, any breach or give rise to a right of purchase default under, permit any party to accelerate any rights under or accelerate the performance required by, or result in a right of termination or acceleration underterminate, or result in the creation of any Lien upon any of lien, charge or encumbrance pursuant to the properties or assets owned or operated by Purchaser or any of the Purchaser Subsidiaries under any of the terms, conditions or provisions provision of any notematerial contract, bondindenture, mortgage, indenturelease, deed of trustfranchise, license, contractpermit authorization, lease, agreement or other instrument or obligation agreement of any kind to which Purchaser or any of the Purchaser Subsidiaries Subscriber is a party or by which Purchaser the Subscriber is bound or any of to which the Purchaser Subsidiaries or any of their respective properties or assets may be bound of the Subscriber are subject, or (iiic) subject to obtaining will require the consent or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate approval of any Judgment or Law applicable to Purchaser or any of the Purchaser Subsidiaries or any of their respective properties or assets person other than any such event described consents or approvals that have already been obtained. If the Subscriber is an entity, the Subscriber is a corporation or other organization duly incorporated or organized, validly existing and in items (ii) good standing under the laws of its state of incorporation or (iii) whichorganization and has the requisite power and authority to carry on its business and operations as now being conducted, individually or in the aggregate, has not had execution and would not reasonably be 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 delivery of this Subscription Agreement and each other document required to be obtained or made executed and delivered by Purchaser or any of the Purchaser Subsidiaries Subscriber in connection with Purchaser’s executionits subscription for the SWS Tokens, delivery and the performance of this Agreement or by the Tender Agreement or Subscriber under those agreements, have been duly authorized by appropriate action. The Subscriber shall deliver to the consummation by Purchaser General Partner any evidence of the Transactionsforegoing as the General Partner may reasonably require, except whether by way of certified resolution or otherwise; and the person executing and delivering this Subscription Agreement and any other instruments on behalf of the Subscriber has all requisite power, authority and capacity to execute and deliver those instruments. If the Subscriber is acting as trustee, agent, representative or nominee for a subscriber (ian “Ultimate Owner”): The Subscriber understands and acknowledges that the representations, warranties and agreements made in this Subscription Agreement are made by the Subscriber both (a) with respect to the filing Subscriber and (b) with respect to the Ultimate Owner. The Subscriber further represents and warrants that it has all requisite power and authority from the Ultimate Owner to execute and perform the obligations under this Subscription Agreement. Except as otherwise agreed to in writing with the SEC of General Partner, the Offer Documents Subscriber agrees to indemnify the SWS Parties for any and such reports under Sections 13 or 16 of the Exchange Actall costs, as may be required fees and expenses (including reasonable legal fees and disbursements) in connection with any damages resulting from the assertion of the Subscriber’s Ultimate Owner that there was no proper authorization from the Ultimate Owner to enter into this Subscription 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 Effectperform its obligations under it.

Authorization; No Conflict. (a) Purchaser Each of Parent and Merger Sub has the requisite corporate 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 PurchaserParent and Merger Sub, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions have been duly authorized by the Board of Directors of Purchaserby, respectively, all necessary corporate action, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub (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 Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Purchaser Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of PurchaserParent and Merger Sub, enforceable against Purchaser Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally and equitable principles of general applicability. (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of the execution and delivery of this Agreement and the Tender Agreement by PurchaserParent or Merger Sub, the consummation by Purchaser Parent or Merger Sub of the Transactions or compliance by Purchaser Parent or Merger Sub with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation incorporation, bylaws or bylaws similar organizational documents of Purchaser Parent, Merger Sub or any subsidiary other Subsidiary of Purchaser Parent (such other subsidiaries, the “Purchaser Parent 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 upon any of the properties or assets owned or operated by Purchaser Parent, Merger Sub or any of the Purchaser Subsidiaries Parent Subsidiaries, or a loss of any rights with respect to any such property or assets, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement trust or other instrument or obligation of any kind Contract to which Purchaser Parent, Merger Sub or any of the Purchaser Parent Subsidiaries is a party or by which Purchaser Parent or any of the Purchaser 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 (dc) below, violate any Judgment or Law applicable to Purchaser Parent, Merger Sub or any of the Purchaser Parent Subsidiaries or any of their respective properties or assets 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 Purchaser Parent Material Adverse Effect. (dc) 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 Parent, any Parent Subsidiary or any of the Purchaser Subsidiaries Merger Sub in connection with PurchaserParent’s or Merger Sub’s execution, delivery and performance of this Agreement or the Tender Agreement or the consummation by Purchaser Parent or Merger Sub of the Transactions, except for (i) compliance with the DGCL, (ii) compliance with the Exchange Act and the rules and regulations promulgated thereunder, including the filing with the SEC of the Offer Documents Documents, the Schedule 13E-3 and such reports under Sections 13 13, 14 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 Parent Material Adverse Effect.

Authorization; No Conflict. (a) Purchaser Buyer has the requisite full corporate power and authority to enter into execute, deliver and deliver perform its obligations under this Agreement and all the other agreements and documents contemplated hereby Transaction Documents to which it is a party and to carry out its obligations hereunder and thereunderparty. The execution execution, delivery and delivery performance by Buyer of this Agreement by Purchaserand any other Transaction Documents to which Buyer is a party (together with the other instruments, documents and agreements contemplated hereby or thereby or to be executed in connection with the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the Transactions transactions contemplated hereby or thereby) have been duly authorized by the Board of Directors of Purchaser, and no other all necessary corporate proceedings or organizational actions on the part of Purchaser (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 Purchaser of its obligations hereunder and the consummation by Purchaser of the TransactionsBuyer. This Agreement has been duly authorized, executed and delivered by Purchaser Buyer and constitutes a is the legal, valid and binding obligation agreement of Purchaser, Buyer enforceable against Purchaser in accordance with its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors creditors’ rights generally and equitable by the effect of general principles of general applicabilityequity (regardless of whether enforcement is considered in a proceeding in equity or at law). (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of Neither the execution and delivery by of this Agreement and the Tender Agreement by Purchaseror any other Transaction Documents to which Buyer is a party, nor the consummation by Purchaser of the Transactions or compliance by Purchaser with any of the transactions contemplated 39881135.1 ACTIVE/118012393.3 hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions herein hereof or therein will thereof, in each case by Buyer, will: (iA) conflict with, result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser 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 upon any of the properties or assets owned or operated by Purchaser or any of the Purchaser Subsidiaries under any of the terms, conditions or provisions of, or constitute a Default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under the certificate of incorporation or by-laws of Buyer, or under any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind contract to which Purchaser or any of the Purchaser Subsidiaries Buyer is a party or by which Purchaser or any of the Purchaser Subsidiaries or any of their respective properties or assets may be bound party, or (iiiB) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Judgment Court Order or Law material Laws applicable to Purchaser Buyer, in each case, solely to the extent that such Default or any of violation would have a material adverse impact on Buyer’s ability to consummate the Purchaser Subsidiaries or any of their respective properties or assets other than any such event described in items transactions contemplated hereby; or (ii) or (iii) whichrequire the approval, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect. (d) No consent, approval, order authorization or authorization act of, or registrationthe making by Buyer of any declaration, declaration filing or filing registration 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 Agreement 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 EffectPerson.

Authorization; No Conflict. (a) Purchaser has the requisite corporate power The execution, delivery and authority to enter into performance by each of Parent 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 Merger Subsidiary of this Agreement by Purchaser(and with respect to Parent, the performance by Purchaser of its obligations hereunder CVR Agreement) and the consummation by Purchaser each of Parent and Merger Subsidiary of the Merger and the other Transactions are within the corporate or similar powers of Parent and Merger Subsidiary, as applicable, and, subject to the completion of the actions contemplated by Section 5.15, have been duly authorized by all necessary corporate or similar action on the Board part of Directors each of Purchaser, Parent and Merger Subsidiary and no other corporate proceedings on the part of Purchaser (including any vote of any class Parent or series of outstanding capital stock) Merger Subsidiary are necessary to authorize the execution execution, delivery and delivery performance of this Agreement, Agreement or to consummate the performance by Purchaser of its obligations hereunder Merger and the other Transactions, subject only, in the case of consummation by Purchaser of the TransactionsMerger, to the receipt of the approval of the Merger by Parent, in its capacity as the sole stockholder of Merger Subsidiary. This Agreement Each of Parent and Merger Subsidiary has been duly executed and delivered this Agreement (and with respect to Parent, the CVR Agreement) and, assuming due authorization, execution and delivery by Purchaser and the Company, this Agreement constitutes a legal, valid and binding obligation agreement of Purchaser, each of Parent and Merger Subsidiary enforceable against Purchaser each of Parent and Merger Subsidiary in accordance with its terms, terms (subject to applicable bankruptcy, insolvency or similar Laws insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors creditors’ rights generally and equitable general principles of general applicabilityequity). (b) The Board execution, delivery and performance by Merger Subsidiary and Parent of Directors of Purchaser hasthis Agreement (and with respect to Parent, the CVR Agreement) and the consummation by resolutions duly adopted by the requisite vote Merger Subsidiary and Parent of the directors present at Transactions require no Consent of any Governmental Authority, other than (i) the filing of a meeting certificate of such boardmerger with respect to the Merger with the Delaware Secretary of State, (ii) compliance with any applicable requirements of the HSR Act and not subsequently rescinded or modified Foreign Antitrust Laws, (iii) compliance with any applicable requirements set forth on Section 4.2 of the Parent Disclosure Schedules, (iv) the filing of any reports under the Exchange Act as may be required in any way, approved connection with this Agreement, the OfferMerger, and the Tender Agreementother Transactions including pursuant to Schedule 13D, (iv) compliance with applicable state securities or “blue sky” Laws and the Top-Up Purchase securities Laws of any foreign country or any applicable rules of Nasdaq, and (v) any additional Consents with any other Governmental Authority, except, in the case of clause (v), those that the failure of which to make or obtain, individually or in the aggregate, would, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent’s or Merger Subsidiary’s ability to consummate the Merger and the other Transactions. (c) None of the execution The execution, delivery and delivery performance by Xxxxxx Xxxxxxxxxx and Parent of this Agreement (and with respect to Parent, the CVR Agreement) and the Tender Agreement by Purchaser, the consummation by Purchaser of the Transactions or compliance by Purchaser with any of Transactions, including the provisions herein or therein Merger, do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation, bylaws or other constituent documents of Merger Subsidiary and Parent, (ii) assuming compliance with the matters referred to in Section 4.2(b), contravene, conflict with or result in a violation or breach of any provision of any applicable Law or conflict Order, (iii) assuming compliance with the certificate or articles of incorporation or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser Subsidiaries”matters referred to in Section 4.2(b), (ii) result in a violation or any breach of or conflict with any provisions of, or constitute a default (or an event which, that with notice or lapse of time or both, both would constitute become a default) under, or result in Parent or Merger Subsidiary’s loss of any benefit or the terminationimposition of any additional payment or other liability under, cancellation ofor alter the rights or obligations of any third party under, or give rise to a right any third party any rights of purchase termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or accelerate the performance required byMerger Subsidiary is a party, or result in a right of termination or acceleration under, or (iv) result in the creation or imposition of any Lien upon on any asset of Parent or Merger Subsidiary, with only such exceptions, in the properties or assets owned or operated by Purchaser or any case of the Purchaser Subsidiaries under any each 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 Purchaser or any of the 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 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 Purchaser or any of the Purchaser Subsidiaries or any of their respective properties or assets other than any such event described in items clauses (ii) or through (iii) iv), which, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect. (d) No consent, approval, order material adverse effect on Parent’s or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary Merger Subsidiary’s ability to be obtained or made by Purchaser or any of consummate the Purchaser Subsidiaries in connection with Purchaser’s execution, delivery and performance of this Agreement or the Tender Agreement 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 Merger and the other 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) Purchaser The Company has the requisite corporate 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 Purchaserthe Company, the performance by Purchaser the Company of its obligations hereunder and the consummation by Purchaser the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of Purchaser, and no the Company. No other corporate proceedings on the part of Purchaser (including the Company or any vote of any class or series of outstanding capital stock) the Company Subsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by Purchaser the Company of its obligations hereunder and the consummation by Purchaser the Company of the Transactionstransactions contemplated hereby, except for the adoption of this Agreement by the Required Company Stockholder Vote (as defined in Section 2.11(b)). This Agreement has been duly executed and delivered by Purchaser the Company and constitutes a valid and binding obligation of Purchaserthe Company, enforceable against Purchaser in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally and equitable principles of general applicability. (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of Neither the execution and delivery of this Agreement and by the Tender Agreement by Purchaser, Company nor the consummation by Purchaser the Company of the Transactions or transactions contemplated hereby nor compliance by Purchaser the Company with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the (x) certificate or articles of incorporation or bylaws of Purchaser the Company or any subsidiary Company Subsidiary that is a corporation, (y) the articles or certificate of Purchaser formation or the limited liability company agreement of any Company Subsidiary that is a limited liability company, or (z) the “Purchaser Subsidiaries”)certificate of limited partnership or partnership agreement of any Company Subsidiary that is a limited partnership, or the organizational documents of any other 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 2.4(b)) upon any of the properties or assets owned or operated by Purchaser the Company or any of Company Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to the Purchaser Subsidiaries 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 Purchaser the Company or any of the Purchaser Company Subsidiaries is a party or by which Purchaser the Company or any of the Purchaser 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 (dc) below, violate any Judgment judgment, ruling, order, writ, injunction, decree, statute, law (including the common law), rule or Law regulation applicable to Purchaser the Company or any of the Purchaser Company Subsidiaries or any of their respective properties or assets 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 Purchaser Company Material Adverse Effect. (dc) 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 the Company or any of the Purchaser Subsidiaries Company Subsidiary in connection with Purchaserthe Company’s execution, delivery and performance of this Agreement or the Tender Agreement or the consummation by Purchaser the Company of the Transactionstransactions contemplated hereby, except for (i) compliance with the DGCL, with respect to the 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 if required, the Competition Act (Canada) (the “Competition Act”), and other applicable foreign competition or antitrust laws, if any, (iii) the filing with the SEC of (A) a proxy statement relating to the Offer Documents Company Stockholders Meeting (as defined in Section 5.1(b)) (such proxy statement, as amended or supplemented from time to time, the “Proxy Statement”), and (B) such reports under Sections 13 13(a), 13(d), 15(d) or 16 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), as may be required in connection with this Agreement and the Transactionstransactions contemplated hereby and thereby, (iiiv) compliance with the rules of Nasdaqthe New York Stock Exchange (“NYSE”), (v) such governmental or tribal consents, qualifications or filings as are customarily obtained or made following the transfer of interests in oil and gas properties (“Customary Post Closing Consents”), and (iiivi) compliance with the “blue sky” laws of various states, and except in each case of clauses (i)-(vi) where the failure to obtain or take such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of whichaction, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Company Material Adverse Effect.

Authorization; No Conflict. (a) Purchaser Each of Parent and Merger Sub has the requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute, deliver and deliver perform its obligations under 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 Purchaser, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the Transactions have been duly authorized by 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 execution and delivery of this Agreement, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of consummate the Transactions. This Agreement has been duly executed and delivered by Purchaser Parent and Merger Sub and constitutes a legal, valid and binding obligation of PurchaserParent and Merger Sub and, assuming the due authorization, execution and delivery hereof by the Company, is enforceable against Purchaser Parent and Merger Sub in accordance with its their respective terms, subject in each case to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally Bankruptcy and equitable principles of general applicabilityEquity Exception. (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of the execution and execution, delivery or performance of this Agreement and the Tender Agreement by PurchaserParent or Merger Sub, the consummation by Purchaser Parent or Merger Sub of the Transactions Transactions, or compliance by Purchaser Parent or Merger Sub with any of the provisions herein or therein will (i) result in a violation or breach of of, contravene or conflict with the certificate or articles of incorporation or bylaws bylaws, or similar organizational documents, of Purchaser Parent or any subsidiary of Purchaser (the “Purchaser Subsidiaries”)Merger Sub, (ii) assuming compliance with the matters referred to in Section 6.3(c), conflict with or result in a violation or breach of any applicable Judgment or conflict any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 6.3(c), require any provisions ofconsent or other action by any Person under, or constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) default or termination under, or result in cause or permit the termination, cancellation ofcancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or Merger Sub is entitled under any provision of any Contract binding upon Parent or Merger Sub or any Authorization affecting, or give rise to a right relating in any way to, the assets or the business of purchase under, Parent and its Subsidiaries or accelerate the performance required by, or result in a right of termination or acceleration under, or (iv) result in the creation or imposition of any Lien upon on any asset of the properties or assets owned or operated by Purchaser Parent or any of its Subsidiaries, with only such exceptions, in the Purchaser Subsidiaries under any case of the terms, conditions or provisions each of any 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 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 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 Purchaser or any of the Purchaser Subsidiaries or any of their respective properties or assets other than any such event described in items clauses (ii) or through (iii) whichiv), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub 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 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 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 Agreement 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 whichhave, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Parent Material Adverse Effect.

Authorization; No Conflict. (a) Purchaser Each of Parent and Merger Sub has the requisite corporate 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 thereunderhereunder. The execution and delivery of this Agreement by PurchaserParent and Merger Sub, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions have been duly authorized by the Board respective Boards of Directors of PurchaserParent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole shareholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Purchaser Parent or Merger Sub (including any vote of any class or series of outstanding capital stockstock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Purchaser Parent and Merger Sub and constitutes a valid and binding obligation of Purchasereach of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally Bankruptcy and equitable principles of general applicabilityEquity Exception. (b) The respective Board of Directors of Purchaser each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase Merger and the other Transactions. (c) None of Neither the execution and delivery of this Agreement and by Parent or Merger Sub nor the Tender Agreement by Purchaser, the performance or consummation by Purchaser Parent or Merger Sub of the Transactions or compliance by Purchaser with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the certificate of incorporation, bylaws or articles other charter documents of incorporation Parent or bylaws of Purchaser Merger Sub or any subsidiary of Purchaser (the “Purchaser their respective Subsidiaries”), (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 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 (including pursuant to any right of first refusal or the like) 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 upon any of the properties or assets owned or operated by Purchaser Parent or any of the Purchaser Merger Sub or their respective Subsidiaries 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 Contract to which Purchaser Parent or any of the Purchaser Merger Sub or their respective Subsidiaries is a party or by which Purchaser Parent or any of the Purchaser Merger Sub or their respective 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 (dSection 4.3(d) below, violate any Judgment or Law applicable to Purchaser Parent or any of the Purchaser Merger Sub or their respective Subsidiaries or any of their respective properties or assets other than any such event or events described in items (ii) or (iii) whichthat, individually or in the aggregate, has have not had and would not reasonably be expected likely to have a Purchaser 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 Purchaser Parent, any Parent Subsidiary or any of the Purchaser Subsidiaries Merger Sub in connection with PurchaserParent’s execution, or Merger Sub’s execution and delivery and performance of this Agreement or the Tender Agreement or the consummation by Purchaser Parent or Merger Sub of the Transactions, except for (i) the filing of the Certificate of Merger with the Department of Treasury of the State of New Jersey 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 the HSR Act and any applicable foreign Antitrust Laws, (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, (iiiv) compliance with the rules of NasdaqThe NASDAQ Stock Market LLC, (v) compliance with the “blue sky” laws of various states, and (iiivi) 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 likely to have a Purchaser Parent Material Adverse Effect.

Authorization; No Conflict. (ai) Purchaser The Recipient has the requisite corporate power and authority to enter into execute 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(which includes the issuance of the Subordinated Debt) and, when issued, under the Subordinated Debt. The execution execution, delivery and delivery performance by the Recipient of this Agreement by Purchaser, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Recipient and the holders of its Equity (including non-Member holders in the case of mutual institutions) (collectively, “Equityholders”), and no further approval or authorization is required on the part of the Recipient. The resolutions of 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 execution and delivery of this Agreement, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the Transactions. This Agreement has been duly executed and delivered by Purchaser and constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally and equitable principles of general applicability. (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of authorizing the execution and delivery of this Agreement and the Tender performance of the Recipient’s obligations hereunder, including the issuance of the Subordinated Debt, a copy of which have been provided to the Investor prior to the Signing Date, are true, complete and correct copies of such documents as in full force and effect as of the Signing Date and as of the Closing Date. (ii) The execution, delivery and performance by the Recipient of this Agreement by Purchaser, and the consummation by Purchaser of the Transactions or transactions contemplated hereby and compliance by Purchaser the Recipient with any of the provisions herein hereof, will not (A) violate, conflict with, or therein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions provision 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 termination 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 underof, or result in the creation of of, any Lien lien, security interest, charge or encumbrance upon any of the properties or assets owned or operated by Purchaser of the Recipient or any subsidiary of the Purchaser Subsidiaries Recipient (each subsidiary, a “Recipient Subsidiary” and, collectively, the “Recipient Subsidiaries”) under any of the terms, conditions or provisions of (x) its organizational documents or (y) any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Purchaser the Recipient or any of the Purchaser Subsidiaries Recipient Subsidiary is a party or by which Purchaser it or any Recipient Subsidiary may be bound, or to which the Recipient or any Recipient Subsidiary or any of the Purchaser Subsidiaries properties or assets of the Recipient or any Recipient Subsidiary may be subject, or (B) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Recipient or any Recipient Subsidiary or any of their respective properties or assets may be bound or except, in the case of clauses (iiiA)(y) subject to obtaining or making the consentsand (B), approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Judgment or 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 items (ii) or (iii) whichfor those occurrences that, individually or in the aggregate, has have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect. (diii) No consentOther than such filings and approvals as are required to be made or obtained under any state “blue sky” laws and such as have been made or obtained, approvalno notice to, order or authorization of, or registration, declaration or filing with, exemption or review by, or authorization, consent or approval of, any Governmental Authority Entity is necessary required to be made or obtained or made by Purchaser or any of the Purchaser Subsidiaries Recipient in connection with Purchaser’s execution, delivery and performance of this Agreement or the Tender Agreement or the consummation by Purchaser the Recipient of the Transactions, Purchase except for (i) the filing with the SEC of the Offer Documents and any such reports under Sections 13 or 16 of the Exchange Actnotices, as may be required in connection with this Agreement and the Transactionsfilings, (ii) compliance with the rules of Nasdaqexemptions, and (iii) such consents, approvals, ordersreviews, authorizations, registrations, declarations consents and approvals the failure of which to make or filings, the lack of whichobtain would not, 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) Purchaser The Company has the requisite full corporate 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 party, to carry out its obligations hereunder and thereunderthereunder and to consummate the Transactions. The execution and delivery of this Agreement by Purchaserthe Company, the performance by Purchaser the Company and the Company Subsidiaries of its their respective obligations hereunder and the consummation by Purchaser the Company and the Company Subsidiaries of the Transactions have been duly authorized by the Company Board and, to the extent applicable, the boards of Directors directors of Purchaser, and no the Company Subsidiaries. No other corporate or other proceedings on the part of Purchaser (including the Company or any vote of any class or series of outstanding capital stock) Company Subsidiary are necessary to authorize the execution and delivery of this Agreement, the performance by Purchaser the Company and the Company Subsidiaries of its their respective obligations hereunder and the consummation by Purchaser the Company and the Company Subsidiaries of the Transactions. This Agreement has been duly executed and delivered by Purchaser the Company and constitutes a valid and binding obligation of Purchaserthe Company, enforceable against Purchaser in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors creditors’ rights generally and equitable principles of general applicability. (b) The Board of Directors of Purchaser hasexecution, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded delivery or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of the execution and delivery performance of this Agreement and by the Tender Agreement by PurchaserCompany, the consummation by Purchaser the Company of the Transactions or and compliance by Purchaser the Company and the Company Subsidiaries with any of the provisions applicable to the Company and the Company Subsidiaries herein does not and will not violate, conflict with or therein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions provision 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 termination 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 give rise to any obligation to make payments or provide compensation under, or result in the creation of any Lien Lien, other than a Permitted Lien, upon any of the properties or assets owned or operated by Purchaser or any of the Purchaser Subsidiaries Company or a Company Subsidiary under any of the terms, conditions or provisions of: (i) the certificate or articles of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement incorporation or bylaws or other instrument or obligation similar organizational documents of any kind to which Purchaser the Company or any of the Purchaser Subsidiaries is a party Company Subsidiaries, or any resolution adopted by which Purchaser Company Board or the board of directors of any of the Purchaser Subsidiaries or Company Subsidiaries, (ii) any of their respective properties or assets may be bound Company Material Contract, or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph Section 3.3(c), any judgment, ruling, order, writ, injunction or decree (d“Judgment”) below, violate or any Judgment or Law applicable to Purchaser the Company or any of the Purchaser Company Subsidiaries or any of their respective properties or assets assets, other than any such event described in items with respect to clause (ii) or (iii) only, which, individually or in the aggregate, has not had and or would not reasonably be expected to have a Purchaser Material Adverse Effectmaterial adverse effect on the ability of the Company and the Company Subsidiaries to conduct the Business as currently conducted or to perform any of their respective obligations hereunder. (dc) No Governmental Authorization, or any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority Body is necessary to be obtained or made by Purchaser the Company or any of the Purchaser Subsidiaries Company Subsidiary in connection with Purchaserthe Company’s execution, delivery and performance of this Agreement or the Tender Agreement or the consummation by Purchaser the Company of the Transactions, except for (i) compliance with and filings pursuant to the filing with the SEC of the Offer Documents and such reports under Sections 13 HSR Act or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactionsany other applicable Antitrust Law, (ii) compliance with and filings under the rules of NasdaqNational Industrial Security Program Operating Manual (“NISPOM”), and (iii) 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 of business with respect to Company Products, and except in the case of this clause (iii) only, where the failure to obtain or take such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of whichaction, individually or in the aggregate, has not had and or would not reasonably be expected to have a Purchaser Material Adverse Effectmaterial adverse effect on the ability the Company and the Company Subsidiaries to conduct the Business as currently conducted or to perform any of their respective obligations hereunder.

Authorization; No Conflict. (ai) Purchaser Such Seller has the requisite corporate legal 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 thereunderhereunder. The execution and delivery of this Agreement by Purchasersuch Seller, the performance by Purchaser such Seller of its obligations hereunder and the consummation by Purchaser such Seller of the Transactions transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Purchaser, and no other corporate legal proceedings on the part of Purchaser (including any vote of any class or series of outstanding capital stock) such Seller are necessary pursuant to its governing documents to authorize this Agreement or to consummate the execution and delivery of this Agreement, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Purchaser such Seller and constitutes a legal, valid and binding obligation agreement of Purchasersuch Seller, enforceable against Purchaser such Seller in accordance with its terms, subject to bankruptcy, insolvency or insolvency, fraudulent transfer, reorganization, moratorium and similar Laws affecting the enforcement of creditors rights generally and equitable principles laws of general applicabilityapplicability relating to or affecting creditors’ rights and to general equitable principles. (bii) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote Subject to receipt of the directors present at a meeting of such boardRequisite Regulatory Approvals, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of neither the execution and delivery of this Agreement and the Tender Agreement by Purchaser, such Seller nor the consummation by Purchaser such Seller of the Transactions or transactions contemplated hereby nor compliance by Purchaser such Seller with any of the provisions herein or therein will (iA) result in a violation or breach of or conflict with the certificate or articles governing documents of incorporation or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser Subsidiaries”)such Seller, (iiB) 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 upon any of the properties or assets owned or operated by Purchaser such Seller under, or any of the Purchaser Subsidiaries result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to such Seller 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 Purchaser or any of the Purchaser Subsidiaries such Seller is a party or by which Purchaser such Seller or any of the Purchaser Subsidiaries or any of their respective its properties or assets may be bound or (iiiC) subject to obtaining or making the consents, approvals, ordersOrders, authorizations, registrations, declarations and filings referred to in paragraph (diii) below, violate any Judgment judgment, ruling, Order, writ, injunction, decree or Law applicable to Purchaser such Seller or any of the Purchaser Subsidiaries or any of their respective its properties or assets assets, other than any such event described in items (iiB) or (iiiC) which, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effectmaterial adverse effect on the ability of such Seller to consummate the transactions contemplated by this Agreement. (diii) No Except for the Requisite Regulatory Approvals, no consent, approval, order 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 such Seller in connection with Purchasersuch Seller’s execution, delivery and performance of this Agreement or the Tender Agreement or the consummation by Purchaser such Seller of the Transactionstransactions contemplated hereby or thereby, 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, (iiA) compliance with the rules of NasdaqHSR Act and other applicable foreign competition or antitrust laws, if any and (iiiB) such other consents, approvals, ordersOrders or authorization of, authorizations, or registrations, declarations or filingsfilings with, any Governmental Authority where the lack of whichfailure to obtain or take such action, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse EffectEffect on such Seller.

Authorization; No Conflict. (a) Purchaser Each of Parent and Merger Sub has the requisite corporate 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, the Exchange Agreement and the Voting Agreement by PurchaserParent and Merger Sub (to the extent a party), the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and thereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions have been duly and validly authorized by the Management Board and Supervisory Board of Parent and the Board of Directors of PurchaserMerger Sub. Except as set forth in the Exchange Agreement, and no other corporate proceedings on the part of Purchaser (including any vote of any class Parent or series of outstanding capital stock) Merger Sub are necessary to authorize the execution and delivery of this Agreement, the Exchange Agreement and the Voting Agreement, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and thereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions. This No vote of Parent’s stockholders is required in connection with this Agreement, the Exchange Agreement, or any of the Transactions, other than the approval of Parent’s stockholders in connection with revisions to Parent’s stock option plan. Each of this Agreement, the Exchange Agreement and the Voting Agreement has been duly and validly executed and delivered by Purchaser Parent and constitutes Merger Sub (to the extent a party) and, assuming the due authorization, execution and delivery by the Company (to the extent a party) and the other parties thereto, constitute legal, valid and binding obligation obligations of PurchaserParent and Merger Sub, enforceable against Purchaser Parent and Merger Sub in accordance with its their respective terms, subject in each case to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally Bankruptcy and equitable principles of general applicabilityEquity Exception. (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of Neither the execution and delivery of this Agreement, the Exchange Agreement and the Tender Voting Agreement by PurchaserParent or Merger Sub (to the extent a party), nor the consummation by Purchaser Parent or Merger Sub of the Transactions or nor compliance by Purchaser Parent or Merger Sub with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws by-laws of Purchaser Merger Sub or any subsidiary of Purchaser (the “Purchaser Subsidiaries”)organizational documents of Parent, (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 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 upon any of the properties or assets owned or operated by Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub 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 Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub is a party or by which Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub or any of their respective properties or assets may be bound bound, or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (dc) below, violate any Judgment or Law applicable to Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub or any of their respective properties or assets other than any such event described in items clauses (ii) or and (iii) above which, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Parent Material Adverse Effect. (dc) 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 Parent or any of the Purchaser Subsidiaries Merger Sub in connection with PurchaserParent’s or Merger Sub’s (to the extent a party) execution, delivery and performance of this Agreement, the Exchange Agreement or and the Tender Agreement Voting Agreement, or the consummation by Purchaser 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 the HSR Act and applicable foreign competition and antitrust laws, if any, (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, (iiiv) compliance with the rules of Nasdaq, (v) compliance with the applicable requirements of CFIUS, pursuant to Section 721 of the DPA, (vi) compliance with the “blue sky” laws of various states, (vii) completing any notice required under the FDCA or similar Laws of jurisdictions other than the United States, and (iiiviii) any such consentsconsent, approvalsapproval, ordersorder, authorizationsauthorization, registrationsregistration, declarations declaration or filingsfiling, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Parent Material Adverse Effect.

Authorization; No Conflict. (a) Purchaser Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and all other agreements and documents contemplated hereby to which it is a party and delivery of this Agreement, to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by PurchaserParent and Merger Sub, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions have Merger has been duly authorized by the Board respective Boards of Directors of PurchaserParent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Purchaser Parent or Merger Sub (including any vote of any class or series of outstanding capital stockstock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactionstransactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Purchaser Parent and Merger Sub and constitutes a valid and binding obligation of Purchasereach of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally Bankruptcy and equitable principles of general applicabilityEquity Exception. (b) The Board respective Boards of Directors of Purchaser haseach of Parent and Merger Sub have, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase Agreement and the other TransactionsMerger. (c) None of Neither the execution and delivery of this Agreement and by Parent or Merger Sub nor the Tender Agreement by Purchaser, the performance or consummation by Purchaser Parent or Merger Sub of the Transactions or compliance by Purchaser with any of transactions contemplated hereby, including the provisions herein or therein Merger, will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser Parent or any subsidiary of Purchaser (the “Purchaser Subsidiaries”)Merger Sub, (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 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 (including pursuant to any right of first refusal or the like) 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 upon any of the properties or assets owned or operated by Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub 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 material Contract to which Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub is a party or by which Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub 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 (dSection 3.3(d) below, violate any Judgment or Law applicable to Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub or any of their respective properties or assets other than any such event or events described in items (ii) or (iii) whichthat, individually or in the aggregate, has have not had and would not reasonably be expected likely to have a Purchaser Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (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 Parent, any Subsidiary of Parent or any of the Purchaser Subsidiaries Merger Sub in connection with PurchaserParent’s execution, or Merger Sub’s execution and delivery and performance of this Agreement or the Tender Agreement or the consummation by Purchaser Parent or Merger Sub of the Transactionstransactions contemplated hereby, including the Merger, 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 the HSR Act, (iii) compliance with the Exchange Act (including the filing with the SEC of the Offer Documents and such reports under Sections 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 TransactionsMerger, (iiiv) compliance with the rules of Nasdaqthe NYSE, (v) compliance with the “blue sky” Laws of various states, and (iiivi) 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 likely to have a Purchaser Parent Material Adverse Effect.

Authorization; No Conflict. (a) Purchaser Each of Parent and Merger Sub has the requisite corporate 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 PurchaserParent and Merger Sub, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions have been duly authorized by by, respectively, the Supervisory Board and Management Board of Parent and the Board of Directors of PurchaserMerger Sub, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub (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 Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Purchaser Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of PurchaserParent and Merger Sub, enforceable against Purchaser Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors creditors’ rights generally and equitable principles of general applicability. (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of the execution and delivery of this Agreement and the Tender Agreement by PurchaserParent or Merger Sub, the consummation by Purchaser Parent or Merger Sub of the Transactions or compliance by Purchaser Parent or Merger Sub with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser Parent, Merger Sub or any other subsidiary of Purchaser Parent (such other subsidiaries, the “Purchaser Parent 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 upon any of the properties or assets owned or operated by Purchaser Parent, Merger Sub or any of the Purchaser Parent Subsidiaries 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 Purchaser Parent, Merger Sub or any of the Purchaser Parent Subsidiaries is a party or by which Purchaser Parent or any of the Purchaser Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizationsAuthorizations, registrations, declarations and filings referred to in paragraph (dc) below, violate any Judgment or Law applicable to Purchaser Parent, Merger Sub or any of the Purchaser Parent 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 a Purchaser Parent Material Adverse Effect. (dc) No consent, approval, order or authorization of, or registration, declaration or filing with, Consent with any Governmental Authority is necessary to be obtained or made by Purchaser Parent, any Parent Subsidiary or any of the Purchaser Subsidiaries Merger Sub in connection with PurchaserParent’s or Merger Sub’s execution, delivery and performance of this Agreement or the Tender Agreement or the consummation by Purchaser 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 the HSR Act and any other applicable competition or antitrust Laws (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, (iiiv) compliance with the rules of Nasdaq, and (iiiv) such consents, approvals, orders, authorizations, registrations, declarations or filings, Consents the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Parent Material Adverse Effect.

Authorization; No Conflict. (a) Purchaser Each of Parent and Merger Sub has the requisite corporate 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 PurchaserParent and Merger Sub, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by the Board respective Boards of Directors of PurchaserParent and Merger Sub and the sole stockholder of Merger Sub, and no other corporate proceedings on the part of Purchaser (including any vote of any class Parent or series of outstanding capital stock) Merger Sub are necessary to authorize the execution and delivery of this Agreement, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Purchaser Parent and Merger Sub and constitutes a valid and binding obligation of PurchaserParent and Merger Sub, enforceable against Purchaser in accordance with its terms, subject except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization or similar Laws other laws affecting the enforcement of creditors creditors’ rights generally and or by general equitable principles of general applicabilityprinciples. (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of Neither the execution and delivery of this Agreement by Parent and the Tender Agreement by PurchaserMerger Sub, nor the consummation by Purchaser Parent and Merger Sub of the Transactions or transactions contemplated hereby, nor compliance by Purchaser Parent and Merger Sub with any of the provisions herein or therein will shall (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser Parent or any subsidiary of Purchaser (the “Purchaser Subsidiaries”)Merger Sub, (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 Security Interest upon any of the properties or assets owned or operated by Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or Merger Sub 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 Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub is a party or by which Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub 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) Section 4.3 below, violate any Judgment judgment, ruling, order, writ, injunction, decree, statute, law (including the common law), rule or Law regulation applicable to Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub 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 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 Agreement 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.assets..

Authorization; No Conflict. (a) Purchaser Each of Parent and Merger Sub has the requisite corporate 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 PurchaserParent and Merger Sub, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions have been duly authorized by the Board respective Boards of Directors of PurchaserParent and Merger Sub, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub (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 Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Purchaser Parent and Merger Sub and constitutes a valid and binding obligation of PurchaserParent and Merger Sub, enforceable against Purchaser Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally and equitable principles of general applicability. (b) The respective Board of Directors of Purchaser each of Parent and Merger Sub has, by resolutions duly adopted by unanimous written consent on or prior to the requisite vote of the directors present at a meeting of such boarddate hereof, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase Merger and the other Transactions. (c) None of the execution and delivery of this Agreement and the Tender Agreement by PurchaserParent or Merger Sub, the consummation by Purchaser Parent or Merger Sub of the Transactions or compliance by Purchaser Parent or Merger Sub with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser Parent, Merger Sub or any subsidiary of Purchaser Parent other than Merger Sub (the “Purchaser Parent 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 upon any of the properties or assets owned or operated by Purchaser Parent, Merger Sub or any of the Purchaser Parent Subsidiaries 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 Purchaser Parent, Merger Sub or any of the Purchaser Parent Subsidiaries is a party or by which Purchaser Parent or any of the Purchaser 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 or Law applicable to Purchaser Parent, Merger Sub or any of the Purchaser Parent 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 a Purchaser 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 Purchaser Parent, any Parent Subsidiary or any of the Purchaser Subsidiaries Merger Sub in connection with PurchaserParent’s or Merger Sub’s execution, delivery and performance of this Agreement or the Tender Agreement or the consummation by Purchaser 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 the HSR Act, (iii) the filing with the SEC of the Offer Documents and such reports or schedules under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement Agreement, the Voting Agreements and the Transactions, (iiiv) compliance with the rules of Nasdaq, Nasdaq and (iiiv) 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 Parent Material Adverse Effect.

Authorization; No Conflict. (a) Purchaser Each of Parent and Merger Sub has the requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute, deliver and deliver perform its obligations under 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 Purchaser, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the Transactions have been duly authorized by 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 execution and delivery of this Agreement, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of consummate the Transactions. This Agreement has been duly executed and delivered by Purchaser Parent and Merger Sub and constitutes a legal, valid and binding obligation of PurchaserParent and Merger Sub and, assuming the due authorization, execution and delivery hereof by the Company, is enforceable against Purchaser Parent and Merger Sub in accordance with its their respective terms, subject in each case to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally Bankruptcy and equitable principles of general applicabilityEquity Exception. (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of the execution and execution, delivery or performance of this Agreement and the Tender Agreement by PurchaserParent or Merger Sub, the consummation by Purchaser Parent or Merger Sub of the Transactions Transactions, or compliance by Purchaser Parent or Merger Sub with any of the provisions herein or therein will (i) result in a violation or breach of of, contravene or conflict with the certificate or articles of incorporation or bylaws bylaws, or similar organizational documents, of Purchaser Parent or any subsidiary of Purchaser (the “Purchaser Subsidiaries”)Merger Sub, (ii) assuming compliance with the matters referred to in Section 6.3(c), conflict with or result in a violation or breach of any applicable Judgment or conflict any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 6.3(c), require any provisions ofconsent or other action by any Person under, or constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) default or termination under, or result in cause or permit the termination, cancellation ofcancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or Merger Sub is entitled under any provision of any Contract binding upon Parent or Merger Sub or any Authorization affecting, or give rise to a right relating in any way to, the assets or the business of purchase under, Parent and its Subsidiaries or accelerate the performance required by, or result in a right of termination or acceleration under, or (iv) result in the creation or imposition of any Lien upon on any asset of the properties or assets owned or operated by Purchaser Parent or any of its Subsidiaries, with only such exceptions, in the Purchaser Subsidiaries under any case of the terms, conditions or provisions each of any 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 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 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 Purchaser or any of the Purchaser Subsidiaries or any of their respective properties or assets other than any such event described in items clauses (ii) or through (iii) whichiv), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub 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 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 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 Agreement 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 whichhave, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Parent Material Adverse Effect.

Authorization; No Conflict. (a) Purchaser Debtor has the requisite corporate power and authority to enter into incur the Secured Obligations and deliver this Agreement to grant security interests in the Collateral. On the Closing Date, the execution, delivery and performance of the Loan Documents and the Subordinated Debt Documents by Debtor will have been duly authorized by all other agreements necessary corporate and documents contemplated hereby shareholder or equivalent action. The execution, delivery and performance by Debtor of each Loan Document Subordinated Debt Document to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery the consummation of this Agreement the transactions contemplated by Purchaser, the performance by Purchaser of its obligations hereunder Loan Documents and the consummation Subordinated Debt Documents by Purchaser of the Transactions have been duly authorized by 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 execution and delivery of this Agreement, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the Transactions. This Agreement has been duly executed and delivered by Purchaser and constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally and equitable principles of general applicability. (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of the execution and delivery of this Agreement and the Tender Agreement by Purchaser, the consummation by Purchaser of the Transactions or compliance by Purchaser with any of the provisions herein or therein will Debtor (i) result in a violation or breach of or conflict with do not contravene any applicable law, the certificate or articles of incorporation corporate charter or bylaws (or equivalent governing and organizational documents) of Purchaser Debtor or any subsidiary of Purchaser (the “Purchaser Subsidiaries”)material agreement or any order by which Debtor or Debtor’s property is bound, (ii) result in a violation or breach of or do not 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 breach or termination of, or give rise to constitute a right of purchase under, default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or result in other instrument to which Debtor is a right party or by which Debtor or any of termination or acceleration under, or its property is bound; (iii) do not result in the creation or imposition of any Lien upon any of the properties or assets owned or operated by Purchaser or any property of the Purchaser Subsidiaries 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 Purchaser or any of the 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 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 Purchaser or any of the Purchaser Subsidiaries or any of their respective properties or assets Debtor other than any such event described those in items favour of Senior Agent, on behalf of Agents, Senior Lenders, Subordinated Agent and Subordinated Creditors, pursuant to the Loan Documents; and (iiiv) do not require the consent or (iii) which, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, approval of any Governmental Authority is necessary to be obtained or made by Purchaser or any other Person, except those which will have been duly obtained, made or complied with prior to the Closing Date. The Loan Documents and the Subordinated Debt Documents are the legally valid and binding obligations of Debtor each enforceable against Debtor in accordance with their respective terms. Debtor represents and warrants to Senior Agent that the Purchaser Subsidiaries in connection with Purchaser’s execution, delivery and performance of this Agreement by Debtor will not violate or the Tender Agreement or the consummation by Purchaser cause a default under any of the Transactions, except for (i) the filing with the SEC of the Offer Documents and such reports under Sections 13 Intellectual Property or 16 of the Exchange Act, as may be required any agreement 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 Effecttherewith.

Authorization; No Conflict. (a) Purchaser The Company has the requisite corporate 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 Purchaserthe Company, the performance by Purchaser the Company of its obligations hereunder and the consummation by Purchaser the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of Purchaser, and no the Company. No other corporate proceedings on the part of Purchaser (including the Company or any vote of any class or series of outstanding capital stock) the Company Subsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by Purchaser the Company of its obligations hereunder and the consummation by Purchaser the Company of the Transactionstransactions contemplated hereby, except for the adoption of this Agreement by the Required Company Stockholder Vote (as defined in Section 2.11(b)). This Agreement has been duly executed and delivered by Purchaser the Company and constitutes a valid and binding obligation of Purchaserthe Company, enforceable against Purchaser in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally and equitable principles of general applicability. (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of Neither the execution and delivery of this Agreement and by the Tender Agreement by Purchaser, Company nor the consummation by Purchaser the Company of the Transactions or transactions contemplated hereby nor compliance by Purchaser the Company with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the (x) certificate or articles of incorporation or bylaws of Purchaser the Company or any subsidiary Company Subsidiary that is a corporation, (y) the articles or certificate of Purchaser formation or the limited liability company agreement of any Company Subsidiary that is a limited liability company, or (z) the “Purchaser Subsidiaries”)certificate of limited partnership or partnership agreement of any Company Subsidiary that is a limited partnership, or the organizational documents of any other 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 2.4(b)) upon any of the properties or assets owned or operated by Purchaser the Company or any of Company Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to the Purchaser Subsidiaries 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 Purchaser the Company or any of the Purchaser Company Subsidiaries is a party or by which Purchaser the Company or any of the Purchaser 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 (dc) below, violate any Judgment judgment, ruling, order, writ, injunction, decree, statute, law (including the common law), rule or Law regulation applicable to Purchaser the Company or any of the Purchaser Company Subsidiaries or any of their respective properties or assets 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 Purchaser Company Material Adverse Effect. (dc) 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 the Company or any of the Purchaser Subsidiaries Company Subsidiary in connection with Purchaserthe Company’s execution, delivery and performance of this Agreement or the Tender Agreement or the consummation by Purchaser the Company of the Transactionstransactions contemplated hereby, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the Hxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and if required, the Competition Act (Canada) (the “Competition Act”), and other applicable foreign competition or antitrust laws, if any, (iii) the filing with the SEC of (A) a proxy statement relating to the Offer Documents Company Stockholders Meeting (as defined in Section 5.1(b)) (such proxy statement, as amended or supplemented from time to time, the “Proxy Statement”), and (B) such reports under Sections 13 13(a), 13(d), 15(d) or 16 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), as may be required in connection with this Agreement and the Transactionstransactions contemplated hereby and thereby, (iiiv) compliance with the rules of Nasdaqthe New York Stock Exchange (“NYSE”), (v) such governmental or tribal consents, qualifications or filings as are customarily obtained or made following the transfer of interests in oil and gas properties (“Customary Post Closing Consents”), and (iiivi) compliance with the “blue sky” laws of various states, and except in each case of clauses (i)-(vi) where the failure to obtain or take such consents, approvals, orders, authorizations, registrations, declarations or filings, the lack of whichaction, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Company Material Adverse Effect.

Authorization; No Conflict. (a) Purchaser Each of Parent and Merger Sub has the requisite corporate 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 PurchaserParent and Merger Sub, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions have been duly authorized by the Board respective Boards of Directors of PurchaserParent and Merger Sub, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub (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 Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Purchaser Parent and Merger Sub and constitutes a valid and binding obligation of PurchaserParent and Merger Sub, enforceable against Purchaser Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally and equitable principles of general applicability. (b) The respective Board of Directors of Purchaser each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such boardboard duly called and held on November 8, 2016, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase Merger and the other Transactions. (c) None of the execution and delivery of this Agreement and the Tender Agreement by PurchaserParent or Merger Sub, the consummation by Purchaser Parent or Merger Sub of the Transactions or compliance by Purchaser Parent or Merger Sub with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser Parent, Merger Sub or any subsidiary of Purchaser Parent other than Merger Sub (the “Purchaser Parent 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 or obligation of payment 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 upon any of the properties or assets owned or operated by Purchaser Parent, Merger Sub or any of the Purchaser Parent Subsidiaries 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 Purchaser Parent, Merger Sub or any of the Purchaser Parent Subsidiaries is a party or by which Purchaser Parent or any of the Purchaser 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 or Law applicable to Purchaser Parent, Merger Sub or any of the Purchaser Parent 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 a Purchaser Parent Material Adverse Effect. (d) No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Purchaser Parent, any Parent Subsidiary or any of the Purchaser Subsidiaries Merger Sub in connection with PurchaserParent’s or Merger Sub’s execution, delivery and performance of this Agreement or the Tender Agreement or the consummation by Purchaser Parent or Merger Sub of the Transactions, except for (i) the pre-merger notification requirements under the HSR Act, and any other applicable Antitrust Laws, (ii) the filing of the Certificate of Merger with the SEC 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, (iii) the filing of the Offer Documents and such reports under Sections 13 or 16 of the Schedule 14D-9 with the SEC in accordance with the Exchange Act, (iv) the filing of such reports, schedules or materials under the Exchange Act as may be required in connection with this Agreement and the Transactionstransactions contemplated hereby, (ii) compliance with the rules of Nasdaq, and (iiiv) such consents, approvals, orders, authorizations, registrations, declarations or filingsdeclarations, notices and filings as may be required under applicable state securities laws, the lack rules and regulations of NASDAQ, and (vi) such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, individually if not obtained or in the aggregatemade, has not had and would not reasonably be expected to have a Purchaser Parent Material Adverse Effect.

Authorization; No Conflict. (ai) Purchaser Giant has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party the Voting Agreement and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Voting Agreement by PurchaserGiant, the performance by Purchaser Giant of its obligations hereunder and thereunder and the consummation by Purchaser Giant of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by the Giant’s Board of Directors of PurchaserDirectors, and no other corporate proceedings on the part of Purchaser (including any vote of any class or series of outstanding capital stock) Giant, other than the Giant Stockholder Approval with respect to this Agreement and the Merger, are necessary pursuant to its certificate of incorporation or bylaws and the DGCL to authorize this Agreement or the execution Voting Agreement or to consummate the transactions contemplated hereby and delivery thereby. Each of this Agreement, the performance by Purchaser of its obligations hereunder Agreement and the consummation by Purchaser of the Transactions. This Voting Agreement has been duly executed and delivered by Purchaser Giant and constitutes a legal, valid and binding obligation agreement of PurchaserGiant, enforceable against Purchaser Giant in accordance with its terms, subject to bankruptcy, insolvency or insolvency, fraudulent transfer, reorganization, moratorium and similar Laws affecting the enforcement of creditors rights generally and equitable principles laws of general applicabilityapplicability relating to or affecting creditors’ rights and to general equitable principles. (bii) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of Neither the execution and delivery of this Agreement and or the Tender Voting Agreement by PurchaserGiant, nor the consummation by Purchaser Giant of the Transactions transactions contemplated hereby or thereby nor compliance by Purchaser Giant with any of the provisions herein or therein will (iA) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser Giant, Merger Sub or any subsidiary of Purchaser (the “Purchaser Subsidiaries”)Newco, (iiB) 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 upon any of the properties properties, rights or assets owned or operated by Purchaser Giant or any of the Purchaser its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Giant or any of its Subsidiaries 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 Purchaser Giant or any of the Purchaser its Subsidiaries is a party or by which Purchaser Giant or any of the Purchaser its Subsidiaries or any of their respective properties properties, rights or assets may be bound or (iiiC) subject to obtaining or making the consents, approvals, ordersOrders, authorizations, registrations, declarations and filings referred to in paragraph (diii) below, violate any Judgment Order or Law applicable to Purchaser Giant or any of the Purchaser its Subsidiaries or any of their respective properties properties, rights or assets assets, other than any such event described in items (iiB) or (iiiC) which, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse EffectEffect on Giant. (diii) No Except for the consents, approvals, Orders or authorizations of, or registrations, declarations or filings with, any Governmental Authority set forth in Section 3.2(c)(iii) of the Giant Disclosure Schedule (together with the matters described in clauses (A) through (C) below, the “Requisite Giant Regulatory Approvals”, together with the Requisite BCH Regulatory Approvals, the “Requisite Regulatory Approvals”), no consent, approval, order Order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Purchaser Giant or any of the Purchaser its Subsidiaries in connection with PurchaserGiant’s execution, delivery and performance of this Agreement or and the Tender Voting Agreement or the consummation by Purchaser Giant of the Transactionstransactions contemplated hereby or thereby, except for (iA) 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 TransactionsGiant Stockholder Approval, (iiB) compliance with the rules HSR Act and other applicable foreign competition or antitrust laws, if any, (C) the applicable requirements of Nasdaqthe Securities Act, Exchange Act and state securities and “blue sky” laws, and (iiiD) such other consents, approvals, ordersOrders or authorization of, authorizations, or registrations, declarations or filingsfilings with, any Governmental Authority where the lack of whichfailure to obtain or take such action, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse EffectEffect on Giant.

Authorization; No Conflict. (a) Purchaser has Bourbon and Merger Subsidiary have the requisite full right, corporate power and authority to enter into into, execute, deliver and deliver perform their obligations under this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunderAgreement. The execution execution, delivery and delivery performance of this Agreement by Purchaser, the performance by Purchaser of its obligations hereunder Bourbon and the consummation by Purchaser of the Transactions have Merger Subsidiary has been duly authorized and approved by all requisite corporate action. This Agreement constitutes a valid and legally binding obligation of each of Bourbon and Merger Subsidiary. Neither the Board of Directors of Purchaserexecution, and no other corporate proceedings on the part of Purchaser (including any vote of any class delivery, or series of outstanding capital stock) are necessary to authorize the execution and delivery performance of this Agreement, the performance by Purchaser of its obligations hereunder and nor the consummation by Purchaser of the Transactions. This Agreement has been duly executed and delivered by Purchaser and constitutes transactions contemplated hereby will: (a) violate, conflict with, or result in a valid and binding obligation breach of Purchaserany provision of the articles of incorporation of Bourbon, enforceable against Purchaser in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement certificate of creditors rights generally and equitable principles incorporation of general applicability. Merger Subsidiary or the bylaws of Bourbon or Merger Subsidiary; or (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of the execution and delivery of this Agreement and the Tender Agreement by Purchaser, the consummation by Purchaser of the Transactions or compliance by Purchaser with any of the provisions herein or therein will (i) violate, conflict with, or result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser Subsidiaries”)provision of, (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 (iii) result in the termination, cancellation of, or give rise to a right termination of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or (iv) result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets owned of Bourbon or operated by Purchaser or any of the Purchaser Subsidiaries Merger Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, lease, license, contract, lease, agreement or other instrument or obligation of any kind to which Purchaser binds Bourbon or Merger Subsidiary or any assets of the Purchaser Subsidiaries is Bourbon or Merger Subsidiary which violation, conflict, breach, default, termination or acceleration of performance, lien, security interest, charge or encumbrance would have a party or by which Purchaser or any of the Purchaser Subsidiaries or any of their respective properties or assets may be bound material adverse effect on Bourbon and Merger Subsidiary, taken as a whole; or (iiic) subject to obtaining or making receipt of governmental approvals required to consummate the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) belowtransactions contemplated by this Agreement, violate any Judgment order, writ, injunction, decree, statute, rule or Law regulation of any governmental body applicable to Purchaser Bourbon or Merger Subsidiary or any assets of Bourbon or Merger Subsidiary, the Purchaser Subsidiaries or any violation of their respective properties or assets other than any such event described in items (ii) or (iii) whichwhich is, individually either separately or in the aggregate, has not had and would not reasonably be expected material to have a Purchaser Material Adverse Effectthe financial condition or properties of Bourbon or Merger Subsidiary. (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 Agreement 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) Purchaser Each of Parent and Acquiror has the full legal right and all requisite corporate or limited liability company power and authority to enter into execute and deliver this Agreement and all other agreements and documents contemplated hereby each of the Transaction Documents to which it is a party and to carry out its obligations hereunder and thereunderperform the transactions contemplated thereby. The execution and delivery by Parent and Acquiror of this Agreement by Purchaser, the performance by Purchaser of its obligations hereunder Transaction Documents to which it is a party and the consummation by Purchaser of the Transactions transactions contemplated thereby have been duly and validly authorized by the Board of Directors of Purchaser, and no other all necessary corporate proceedings or limited liability company action on the part of Purchaser (including any vote of any class Parent or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the TransactionsAcquiror. This Agreement has been duly and validly executed and delivered by Purchaser both Parent and Acquiror and, assuming the due execution and delivery by other Parties, constitutes a valid and binding obligation of PurchaserParent and Acquiror, enforceable against Purchaser each of them in accordance with its terms. Each of the other Transaction Documents has been duly and validly executed and delivered by Parent or Acquiror or, subject to bankruptcywhen so executed and delivered, insolvency or similar Laws affecting the enforcement of creditors rights generally will be duly and equitable principles of general applicabilityvalidly executed and delivered by such Party, enforceable against such Party in accordance with its terms. (b) The Board of Directors of Purchaser hasexecution, by resolutions duly adopted by the requisite vote delivery and performance of the directors present at a meeting of such boardTransaction Documents by Parent and Acquiror, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None consummation of the execution transactions contemplated thereby, do not and delivery of this Agreement and the Tender Agreement by Purchaser, the consummation by Purchaser of the Transactions or compliance by Purchaser with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event whichnot, with notice or without notice, lapse of time or both, would constitute a default: (i) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, conflict with or result in a right of termination breach or acceleration under, or result in the creation violation of any Lien upon Charter Documents or any resolution of the properties Governing Body or assets owned stockholders or operated by Purchaser members (or any comparable Persons) of the Purchaser Subsidiaries under any of the terms, conditions Parent 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 Purchaser or any of the 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 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 Purchaser or any of the Purchaser Subsidiaries or any of their respective properties or assets other than any such event described in items Acquiror; (ii) or (iii) whichother than approval of appropriate listing applications by Nasdaq Capital Market, individually or in the aggregaterequire any consent, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect. (d) No consentwaiver, approval, order declaration or authorization of, or registration, declaration notice to 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 Agreement 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 other Person; (iii) such consentsmaterially conflict with, approvalsresult in a material default, ordersmaterial modification or termination under, authorizationsgive any Person a right of termination, registrationscancellation, declarations acceleration, suspension or filingsrevocation under, the lack of which, individually or result in the aggregateloss of a material benefit or the imposition of any material obligation under, has not had and would not reasonably be expected or require any material consent, waiver, approval, notice, filing, declaration or authorization under, any Contract or Permit to have a Purchaser Material Adverse Effectwhich Parent or Acquiror is party or otherwise bound, or (iv) violate any Law to which Parent or Acquiror or its properties, rights or assets are subject or bound.

Authorization; No Conflict. (a) Purchaser has the requisite corporate power The execution, delivery 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 performance by HHLV of this Agreement by Purchaser, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the Transactions have been duly authorized by the Board of Directors of Purchaser, and no other corporate proceedings all necessary limited liability company action on the part of Purchaser (including any vote of any class HHLV and no further action or series of outstanding capital stock) are necessary approval is required in order to authorize constitute this Agreement as the execution and delivery of this Agreement, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the Transactions. This Agreement has been duly executed and delivered by Purchaser and constitutes a valid and binding obligation obligations of PurchaserHHLV, enforceable against Purchaser in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally and equitable principles of general applicability. (b) . The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of the execution and delivery of this Agreement and the Tender Agreement by Purchaser, the consummation by Purchaser of the Transactions or compliance by Purchaser with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser 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 upon any of the properties or assets owned or operated by Purchaser or any of the Purchaser Subsidiaries 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 Purchaser or any of the 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 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 Purchaser or any of the Purchaser 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 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 Agreement or the consummation by Purchaser of the TransactionsHHLV, except for as applicable, do not and will not: (i) the filing violate or conflict with the SEC any provisions of its certificates of formation or operating agreements or of any law, rule, regulation of the Offer Documents and such reports under Sections 13 Nevada Gaming Authorities, or 16 of the Exchange Actany order, as may be required writ, judgment, decree, determination, or award presently in connection with this Agreement and the Transactions, effect having applicability to HHLV; (ii) compliance with the rules result in a breach of Nasdaqany condition or provision of, and or constitute a default under, any indenture, loan or credit agreement or any other agreement or instrument to which HHLV is a party or by which HHLV may be bound or affected; or (iii) such consentsresult in, approvals, orders, authorizations, registrations, declarations or filingsrequire, the lack creation or imposition of whichany lien, individually claim, charge or encumbrance of any nature upon or with respect to any of the properties now owned or hereafter acquired by HHLV. (b) The execution, delivery and performance by Speakeasy of this Agreement have been duly authorized by all necessary corporate action on the part of Speakeasy and no further action or approval is required in order to constitute this Agreement as the aggregatevalid and binding obligations of Speakeasy, has enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by Speakeasy do not had and would not reasonably will not: (i) violate or conflict with any provisions of its certificate of incorporation or bylaws, or of any law, rule, regulation of the Nevada Gaming Authorities, or any order, writ, judgment, decree, determination, or award presently in effect having applicability to Speakeasy; (ii) result in a breach of any condition or provision of, or constitute a default under, any indenture, loan or credit agreement or any other agreement or instrument to which Speakeasy or MTR Gaming Group, Inc. (“Speakeasy Parent”) is a party or by which Speakeasy or Speakeasy Parent may be expected bound or affected; or (iii) result in, or require, the creation or imposition of any lien, claim, charge or encumbrance of any nature upon or with respect to have a Purchaser Material Adverse Effectany of the properties now owned or hereafter acquired by Speakeasy.

Authorization; No Conflict. (a) Purchaser has Porter Bancorp and Merger Subsidiary have the requisite full right, corporate power xxxxx and authority to enter into into, execute, deliver and deliver perform their obligations under this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunderAgreement. The execution execution, delivery and delivery performance of this Agreement by Purchaser, the performance by Purchaser of its obligations hereunder Porter Bancorp and Merger Subsidiary and the consummation by Purchaser of the Transactions transactions contemxxxxxx hereby have been duly authorized and approved by the Board all requisite corporate action. The boards of Directors directors of PurchaserPorter Bancorp and Merger Subsidiary have adopted and or appxxxxx this Agreement. This Agreement constitutes a valid and legally binding obligation of each of Porter Bancorp and Merger Subsidiary, subject to (a) applicablx xxxxruptcy, insolvency and no similar laws now or thereafter in effect concerning creditors' rights and remedies generally and (b) general principles of equity, whether applied in a court of law or a court of equity. Neither Porter Bancorp nor any of Porter Bancorp's Subsidiaries has a legal xxxxgation, absolute or xxxxxngent, to any other corporate proceedings on the Person (a) to sell any substantial part of Purchaser its assets, or to sell any of its assets except in the ordinary course of business; (including b) to effect any vote of merger, share exchange, consolidation or other reorganization in which it is not the surviving corporation; (c) to enter into any class agreement with respect thereto, or series of outstanding capital stock(d) are necessary to authorize take any other similar action inconsistent with the execution and delivery transactions contemplated by this Agreement. Neither the execution, delivery, or performance of this Agreement, the performance by Purchaser of its obligations hereunder and nor the consummation by Purchaser of the Transactions. This Agreement has been duly executed and delivered by Purchaser and constitutes transactions contemplated hereby will: (a) violate, conflict with, or result in a valid and binding obligation breach of Purchaser, enforceable against Purchaser in accordance with its terms, subject to bankruptcy, insolvency any provision of the articles of incorporation of Porter Bancorp or similar Laws affecting Merger Subsidiary or the enforcement bylaws of creditors rights generally and equitable principles of general applicability. Porter Bancoxx xx Merger Subsidiary; or (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of the execution and delivery of this Agreement and the Tender Agreement by Purchaser, the consummation by Purchaser of the Transactions or compliance by Purchaser with any of the provisions herein or therein will (i) violate, conflict xxxx, or result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser Subsidiaries”)provision of, (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 (iii) result in the termination, cancellation of, or give rise to a right termination of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or (iv) result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets owned of Porter Bancorp or operated by Purchaser or any of the Purchaser Subsidiaries Merger Subsidiary under any of the terms, conditions or provisions of conditionx xx xrovisions of, any note, bond, mortgage, indenture, deed of trust, lease, license, contract, lease, agreement or other instrument or obligation of any kind to which Purchaser binds Porter Bancorp Merger Subsidiary or any assets of the Purchaser Subsidiaries is Porter Bancorp or Xxxxxr Subsidiary which violation, conflict, xxxxxh, default, termination or acceleration of performance, lien, security interest, charge or encumbrance would have a party or by which Purchaser or any of the Purchaser Subsidiaries or any of their respective properties or assets may be bound Material Adverse Effect on Porter Bancorp; or (iiic) subject to obtaining or making receipt of governmental apprxxxxx required to consummate the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) belowtransactions contemplated by this Agreement, violate any Judgment order, writ, injunction, decree, statute, rule or Law regulation of any governmental body applicable to Purchaser Porter Bancorp or Merger Subsidiary or any assets of the Purchaser 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 a Purchaser Material Adverse EffectPorter Bancorp xx Xxxger Subsidiary. (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 Agreement 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) Purchaser Each of Parent and Merger Sub has the requisite full corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby the Transaction Documents to which it is a party and, upon receipt of the Parent Stockholder Approval and the approval of Parent, in its capacity as the sole stockholder of Merger Sub, to carry out its obligations hereunder and thereunderthereunder and to consummate the Transactions. The execution and delivery by each of Parent and Merger Sub of this Agreement by Purchaserand the Transaction Documents to which it is a party, the performance by Purchaser each of Parent and Merger Sub of its obligations hereunder and thereunder and the consummation by Purchaser each of Parent and Merger Sub of the Transactions have been duly and validly authorized by all requisite corporate action on the Board part of Directors each of PurchaserParent and Merger Sub, subject only to the receipt of the Parent Stockholder Approval and the approval of Parent, in its capacity as the sole stockholder of Merger Sub, and no other corporate proceedings on the part of Purchaser (including any vote of any class Parent or series of outstanding capital stock) Merger Sub are necessary to authorize the execution this Agreement and delivery of this Agreement, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of each such Transaction Document or to consummate the Transactions. This Agreement and each Transaction Document to which Parent or Merger Sub is a party has been (or will as of the Closing be) duly and validly executed and delivered by Purchaser each of Parent and constitutes 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 Purchaser, each of Parent and Merger Sub enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally and equitable principles of general applicabilityEnforcement Exceptions. (b) The Board Assuming the Parent Stockholder Approval is obtained and Parent, in its capacity as the sole stockholder of Directors of Purchaser hasMerger Sub, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved adopts this Agreement, and except for applicable requirements under the OfferHSR Act, the Tender Agreementexecution, the Top-Up Purchase delivery and the other Transactions. (c) None of the execution and delivery performance of this Agreement and the Tender Agreement Transaction Documents by Purchaser, Parent and Merger Sub and the consummation by Purchaser of the Transactions Transactions, do not and will not, with or compliance by Purchaser with any without notice, lapse of the provisions herein time or therein will both: (i) conflict with or result in a breach or violation of the Organizational Documents of Parent or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser Subsidiaries”), Merger Sub; (ii) except for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities Laws, state takeover Laws, and Nasdaq, require any consent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; (iii) conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of Parent or Merger Sub is bound or affected; or (iv) violate, conflict with, result in a violation breach or breach of or conflict with 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 result in the termination, cancellation ofin, or give any Person a right of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to a right of purchase any obligation to make payments or provide compensation 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 upon any of the properties or assets owned of Parent or operated by Purchaser Merger Sub, give any Person the right to declare a default under or require any of consent, waiver, approval or authorization under, any Material Parent Contract, except, with respect to the Purchaser Subsidiaries under any of the termsforegoing clauses (ii), 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 Purchaser or any of the 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 obtaining or making the consentsand (iv), approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Judgment or 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 items (ii) or (iii) which, individually or in the aggregate, has not had and as would not reasonably be expected to have a Purchaser 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 Purchaser or any of the Purchaser Subsidiaries in connection with Purchaser’s execution, delivery and performance of this Agreement or the Tender Agreement 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) Purchaser The Company has the requisite corporate 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 Purchaserthe Company, the performance by Purchaser the Company of its obligations hereunder and the consummation by Purchaser the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of Purchaser, and no the Company. No other corporate proceedings on the part of Purchaser (including the Company or any vote of any class or series of outstanding capital stock) the Company Subsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by Purchaser the Company of its obligations hereunder and the consummation by Purchaser the Company of the Transactionstransactions contemplated hereby, except for the adoption of this Agreement by the Required Company Stockholder Vote (as defined in Section 2.11(b)), if required by applicable law. This Agreement has been duly executed and delivered by Purchaser the Company and constitutes a valid and binding obligation of Purchaserthe Company, enforceable against Purchaser in accordance with its terms, subject except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization or similar Laws other laws affecting the enforcement of creditors creditors' rights generally and or by general equitable principles of general applicabilityprinciples. (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of Neither the execution and delivery of this Agreement and by the Tender Agreement by Purchaser, Company nor the consummation by Purchaser the Company of the Transactions or transactions contemplated hereby nor compliance by Purchaser the Company with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the (x) certificate or articles of incorporation or bylaws of Purchaser the Company or any subsidiary Company Subsidiary that is a corporation or (y) the articles or certificate of Purchaser (formation or the “Purchaser Subsidiaries”)limited liability company agreement of any Company Subsidiary that is a limited liability company, (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 Purchaser the Company or any of the Purchaser Company Subsidiaries under, or result in being declared void, voidable, or without further binding effect, 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 Purchaser the Company or any of the Purchaser Company Subsidiaries is a party or by which Purchaser the Company or any of the Purchaser Company Subsidiaries or any of their respective properties or assets may be is bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (dc) belowbelow and the Required Company Stockholder Vote, violate any Judgment judgment, ruling, order, writ, injunction, decree, statute, law (including the common law), rule or Law regulation applicable to Purchaser the Company or any of the Purchaser Company Subsidiaries or any of their respective properties or assets 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 Purchaser Company Material Adverse Effect. (dc) No Except for the consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Authority set forth in Section 2.3 of the Company Disclosure Letter (the "Required Approvals"), 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 the Company or any of the Purchaser Subsidiaries Company Subsidiary in connection with Purchaser’s the Company's execution, delivery and performance of this Agreement or the Tender Agreement or the consummation by Purchaser the Company of the Transactionstransactions contemplated hereby, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and txx xxxxx xxx xxxxlations promulgated thereunder (the "HSR Act") and the Competition Act (Canada) (the "Competition Act"), and other applicable foreign competition or antitrust laws, if any, (iii) the filing with the SEC of (A) a proxy statement relating to the Offer Documents Company Stockholders Meeting (as defined in Section 5.1(b)) (such proxy statement, as amended or supplemented from time to time, the "Proxy Statement"), and (B) such reports under Sections 13 Section 13(a), 13(d), 15(d) or 16 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), as may be required in connection with this Agreement and the Transactionstransactions contemplated hereby and thereby, (iiiv) compliance with the rules of Nasdaqthe NYSE, (v) such governmental or tribal consents, qualifications or filings as are customarily obtained or made following the transfer of interests in oil and gas properties ("Customary Post Closing Consents"), (vi) compliance with the "blue sky" laws of various states, and (iiivii) such other consents, approvals, ordersorders or authorizations of, authorizations, or registrations, declarations or filingsfilings with, any Governmental Authority where the lack of whichfailure 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 Purchaser Company Material Adverse Effect.

Authorization; No Conflict. (a) Purchaser Each of Parent and Merger Sub has the requisite corporate 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 thereunderhereunder. The execution and delivery of this Agreement by PurchaserParent and Merger Sub, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions have been duly authorized by the Board respective Boards of Directors of PurchaserParent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur promptly following the execution and delivery of this Agreement, no other corporate proceedings on the part of Purchaser Parent or Merger Sub (including any vote of any class or series of outstanding capital stockstock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Purchaser Parent and Merger Sub and constitutes a valid and binding obligation of Purchasereach of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally Bankruptcy and equitable principles of general applicabilityEquity Exception. (b) The respective Board of Directors of Purchaser each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase Merger and the other Transactions. (c) None of Neither the execution and delivery of this Agreement and by Parent or Merger Sub nor the Tender Agreement by Purchaser, the performance or consummation by Purchaser Parent or Merger Sub of the Transactions or compliance by Purchaser with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the certificate of incorporation, bylaws or articles other charter documents of incorporation Parent or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser Subsidiaries”)Merger Sub, (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 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 (including pursuant to any right of first refusal or the like) 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 upon any of the properties or assets owned or operated by Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub 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 Contract to which Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub is a party or by which Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub 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 (dSection 4.3(d) below, violate any Judgment or Law applicable to Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub or any of their respective properties or assets other than any such event or events described in items (ii) or (iii) whichthat, individually or in the aggregate, has have not had and would not reasonably be expected to have a Purchaser 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 Purchaser Parent, any Parent Subsidiary or any of the Purchaser Subsidiaries Merger Sub in connection with PurchaserParent’s execution, or Merger Sub’s execution and delivery and performance of this Agreement or the Tender Agreement or the consummation by Purchaser 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) compliance with and filings pursuant to the HSR Act and any applicable foreign Antitrust Laws, (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, (iiiv) compliance with the rules of NasdaqThe NASDAQ Stock Market LLC, (v) compliance with the “blue sky” laws of various states, and (iiivi) 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 Parent Material Adverse Effect.

Authorization; No Conflict. (ai) Purchaser The Credit Union has the requisite corporate power and authority to enter into execute 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(which includes the issuance of the Subordinated Debt) and, when issued, under the Subordinated Debt. The execution execution, delivery and delivery performance by the Credit Union of this Agreement by Purchaser, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the Transactions transactions contemplated hereby have been duly authorized by all necessary action on the part of the Credit Union and its Members and other non-Member holders of Capital Interests (collectively, “Interest Holders”), and no further approval or authorization is required on the part of the Credit Union. The resolutions of 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 execution and delivery of this Agreement, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the Transactions. This Agreement has been duly executed and delivered by Purchaser and constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally and equitable principles of general applicability. (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of authorizing the execution and delivery of this Agreement and the Tender performance of the Credit Union’s obligations hereunder, including the issuance of the Subordinated Debt, a copy of which has been provided to the Investor prior to the Signing Date, are true, complete and correct copies of such documents as in full force and effect as of the Signing Date and as of the Closing Date. (ii) The execution, delivery and performance by the Credit Union of this Agreement by Purchaser, and the consummation by Purchaser of the Transactions or transactions contemplated hereby and compliance by Purchaser the Credit Union with any of the provisions herein hereof, will not (A) violate, conflict with, or therein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions provision 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 termination 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 underof, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets owned or operated by Purchaser of the Credit Union or any of the Purchaser Subsidiaries Credit Union Subsidiary under any of the terms, conditions or provisions of (x) its organizational documents or (y) any note, debenture, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Purchaser the Credit Union or any of the Purchaser Subsidiaries Credit Union Subsidiary is a party or by which Purchaser it or any Credit Union Subsidiary may be bound, or to which the Credit Union or any Credit Union Subsidiary or any of the Purchaser Subsidiaries properties or assets of the Credit Union or any Credit Union Subsidiary may be subject, or (B) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Credit Union or any Credit Union Subsidiary or any of their respective properties or assets may be bound or except, in the case of clauses (iiiA)(y) subject to obtaining or making the consentsand (B), approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Judgment or 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 items (ii) or (iii) whichfor those occurrences that, individually or in the aggregate, has have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect. (diii) No consentOther than such filings and approvals as are required to be made or obtained under any state “blue sky” laws and such as have been made or obtained, approvalno notice to, order or authorization of, or registration, declaration or filing with, exemption or review by, or authorization, consent or approval of, any Governmental Authority Entity is necessary required to be made or obtained or made by Purchaser or any of the Purchaser Subsidiaries Credit Union in connection with Purchaser’s execution, delivery and performance of this Agreement or the Tender Agreement or the consummation by Purchaser the Credit Union of the Transactions, Purchase except for (i) the filing with the SEC of the Offer Documents and any such reports under Sections 13 or 16 of the Exchange Actnotices, as may be required in connection with this Agreement and the Transactionsfilings, (ii) compliance with the rules of Nasdaqexemptions, and (iii) such consents, approvals, ordersreviews, authorizations, registrations, declarations consents and approvals the failure of which to make or filings, the lack of whichobtain would not, 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) Purchaser Each of Parent and Merger Sub has the requisite corporate 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 PurchaserParent and Merger Sub, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions have been duly authorized by the Board respective Boards of Directors of PurchaserParent and Merger Sub, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub (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 Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Purchaser Parent and Merger Sub and constitutes a valid and binding obligation of PurchaserParent and Merger Sub, enforceable against Purchaser Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally and equitable principles of general applicability. (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of the execution and delivery of this Agreement and the Tender Agreement by PurchaserParent or Merger Sub, the consummation by Purchaser Parent or Merger Sub of the Transactions or compliance by Purchaser Parent or Merger Sub with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser Parent, Merger Sub or any subsidiary of Purchaser Parent other than Merger Sub (the “Purchaser Parent 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 upon any of the properties or assets owned or operated by Purchaser Parent, Merger Sub or any of the Purchaser Parent Subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contractContract, lease, agreement or other instrument or obligation of any kind to which Purchaser Parent, Merger Sub or any of the Purchaser Parent Subsidiaries is a party or by which Purchaser Parent or any of the Purchaser 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 or Law applicable to Purchaser Parent, Merger Sub or any of the Purchaser Parent 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 a Purchaser Parent Material Adverse Effect. (dc) 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 Parent, any Parent Subsidiary or any of the Purchaser Subsidiaries Merger Sub in connection with PurchaserParent’s or Merger Sub’s execution, delivery and performance of this Agreement or the Tender Agreement or the consummation by Purchaser 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 the HSR Act and any other applicable competition or antitrust Laws (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, (iiiv) compliance with the rules of Nasdaq, and (iiiv) 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 Parent Material Adverse Effect.

Authorization; No Conflict. (ai) Purchaser The Recipient has the requisite corporate power and authority to enter into execute 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(which includes the issuance of the Subordinated Debt) and, when issued, under the Subordinated Debt. The execution execution, delivery and delivery performance by the Recipient of this Agreement by Purchaser, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Recipient and the holders of its Equity (including non- Member holders in the case of mutual institutions) (collectively, “Equityholders”), and no further approval or authorization is required on the part of the Recipient. The resolutions of 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 execution and delivery of this Agreement, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the Transactions. This Agreement has been duly executed and delivered by Purchaser and constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally and equitable principles of general applicability. (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of authorizing the execution and delivery of this Agreement and the Tender performance of the Recipient’s obligations hereunder, including the issuance of the Subordinated Debt, a copy of which has been provided to the Investor prior to the Signing Date, are true, complete and correct copies of such documents as in full force and effect as of the Signing Date and as of the Closing Date. (ii) The execution, delivery and performance by the Recipient of this Agreement by Purchaser, and the consummation by Purchaser of the Transactions or transactions contemplated hereby and compliance by Purchaser the Recipient with any of the provisions herein hereof, will not (A) violate, conflict with, or therein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions provision 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 termination 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 underof, or result in the creation of of, any Lien lien, security interest, charge or encumbrance upon any of the properties or assets owned or operated by Purchaser of the Recipient or any subsidiary of the Purchaser Subsidiaries Recipient (each subsidiary, a “Recipient Subsidiary” and, collectively, the “Recipient Subsidiaries”) under any of the terms, conditions or provisions of (x) its organizational documents or (y) any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Purchaser the Recipient or any of the Purchaser Subsidiaries Recipient Subsidiary is a party or by which Purchaser it or any Recipient Subsidiary may be bound, or to which the Recipient or any Recipient Subsidiary or any of the Purchaser Subsidiaries properties or assets of the Recipient or any Recipient Subsidiary may be subject, or (B) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Recipient or any Recipient Subsidiary or any of their respective properties or assets may be bound or except, in the case of clauses (iiiA)(y) subject to obtaining or making the consentsand (B), approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Judgment or 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 items (ii) or (iii) whichfor those occurrences that, individually or in the aggregate, has have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect. (diii) No consentOther than such filings and approvals as are required to be made or obtained under any state “blue sky” laws and such as have been made or obtained, approvalno notice to, order or authorization of, or registration, declaration or filing with, exemption or review by, or authorization, consent or approval of, any Governmental Authority Entity is necessary required to be made or obtained or made by Purchaser or any of the Purchaser Subsidiaries Recipient in connection with Purchaser’s execution, delivery and performance of this Agreement or the Tender Agreement or the consummation by Purchaser the Recipient of the Transactions, Purchase except for (i) the filing with the SEC of the Offer Documents and any such reports under Sections 13 or 16 of the Exchange Actnotices, as may be required in connection with this Agreement and the Transactionsfilings, (ii) compliance with the rules of Nasdaqexemptions, and (iii) such consents, approvals, ordersreviews, authorizations, registrations, declarations consents and approvals the failure of which to make or filings, the lack of whichobtain would not, 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) Purchaser Each of Parent and Merger Sub has the requisite corporate 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 PurchaserParent and Merger Sub, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions have been duly authorized by the Board respective Boards of Directors of PurchaserParent and Merger Sub, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub (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 Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Purchaser Parent and Merger Sub and assuming the due authorization, execution and delivery by Company, constitutes a legal, valid and binding obligation of Purchasereach of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally Bankruptcy and equitable principles of general applicabilityEquity Exception. (b) The Board respective board of Directors directors of Purchaser each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase Merger and the other Transactions. (c) None of the execution and delivery of this Agreement and the Tender Agreement by PurchaserParent or Merger Sub, the consummation by Purchaser Parent or Merger Sub of the Transactions or compliance by Purchaser Parent or Merger Sub with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser Parent or any subsidiary of Purchaser (the “Purchaser Subsidiaries”)Merger Sub, (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 upon any of the properties or assets owned or operated by Purchaser or any of the Purchaser Subsidiaries 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 Purchaser or any of the 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 obtaining or making the consents, approvals, orders, authorizations, registrations, declarations declarations, notifications and filings referred to in paragraph (d) below, violate any Judgment or Law applicable to Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub or any of their respective properties or assets other than assets, except, with regard to clause (ii), for any such event described in items (ii) conflicts, violations, breaches, defaults or (iii) whichother occurrences that, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company and attached to this Agreement as Exhibit D and Exhibit E, respectively, are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (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 Parent or any subsidiary of the Purchaser Subsidiaries Parent (including Merger Sub) in connection with PurchaserParent’s or Merger Sub’s execution, delivery and performance of this Agreement or the Tender Agreement or the consummation by Purchaser 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 the SEC of Securities Act and Exchange Act and the Blue-Sky Laws, including without limitation: (A) the Schedule 14D-9, (B) the Offer Documents Documents, (C) the Proxy Statement (if any), (D) the Information Statement, and (E) such reports under Sections 13 or 16 of the Exchange ActAct and the rules and regulations promulgated thereunder, as may be required in connection with this Agreement and the Transactions, ; (iiiv) compliance with the rules of Nasdaq, ; and (iiiv) such consents, approvals, orders, authorizations, filings, declarations, notifications or registrations, declarations that if not obtained, made or filingsgiven, the lack of whichwould not, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Parent Material Adverse Effect.

Authorization; No Conflict. (a) Purchaser Each of Parent and Merger Sub has the requisite corporate 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 PurchaserParent and Merger Sub, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions have been duly authorized by the Board respective boards of Directors directors of Purchaser, Parent and no Merger Sub. No other corporate proceedings on the part of Purchaser Parent or Merger Sub (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this AgreementAgreement by Parent and Merger Sub, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Purchaser Parent and Merger Sub and constitutes a valid and binding obligation of PurchaserParent and Merger Sub, enforceable against Purchaser Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting the enforcement of creditors creditors’ rights generally and equitable subject to the effect of general principles of general applicabilityequity (regardless of whether considered in a proceeding at law or in equity). (b) The Board board of Directors directors of Purchaser each of Parent and Merger Sub has, by resolutions duly adopted by unanimous written consent on or prior to the requisite vote of the directors present at a meeting of such boarddate hereof, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase Merger and the other Transactions. (c) None of the execution and delivery of this Agreement and by Parent or Merger Sub, the Tender Agreement performance by Purchaser, Parent or Merger Sub of their respective obligations hereunder or the consummation by Purchaser Parent or Merger Sub of the Transactions or compliance by Purchaser with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with any provision of the certificate or articles of incorporation or bylaws of Purchaser Parent, Merger Sub or any subsidiary other Subsidiary of Purchaser Parent (the “Purchaser Parent Subsidiaries”), (ii) require any consent or other action by any other Person not received or taken prior to the Closing under, 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 cause 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 upon any of the properties or assets owned or operated by Purchaser Parent, Merger Sub or any of the Purchaser Parent Subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contractContract, leaseLease, agreement or other instrument or obligation of any kind to which Purchaser Parent, Merger Sub or any of the Purchaser Parent Subsidiaries is a party or by which Purchaser Parent, Merger Sub or any of the Purchaser 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 Order or Law applicable to Purchaser Parent, Merger Sub or any of the Purchaser Parent 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 a Purchaser 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 Purchaser Parent, Merger Sub or any of the Purchaser Subsidiaries other Parent Subsidiary in connection with PurchaserParent’s or Merger Sub’s execution, delivery and performance of this Agreement or the Tender Agreement or the consummation by Purchaser 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 pursuant to the HSR Act and foreign antitrust or competition Laws and (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of Proxy Statement in accordance with 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) Purchaser Each of Parent and Merger Sub has the requisite corporate or limited liability company 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 thereunderhereunder. The execution and delivery of this Agreement by PurchaserXxxxxx and Xxxxxx Sub, the performance by Purchaser Xxxxxx and Xxxxxx Sub of its their respective obligations hereunder and the consummation by Purchaser Xxxxxx and Merger Sub of the Transactions have been duly authorized by the Board respective Boards of Directors of PurchaserParent and Merger Sub, and by Parent as the sole shareholder of Merger Sub, and no other corporate or limited liability company proceedings on the part of Purchaser (including any vote of any class Parent or series of outstanding capital stock) Merger Sub are necessary to authorize the execution and delivery of this Agreement, the performance by Purchaser Xxxxxx and Xxxxxx Sub of its their respective obligations hereunder and the consummation by Purchaser Xxxxxx and Xxxxxx Sub of the Transactions. This Agreement has been duly executed and delivered by Purchaser Xxxxxx and Merger Sub and constitutes a valid and binding obligation of Purchasereach of Parent and Merger Sub, assuming due and valid authorization, execution and delivery thereof by the Company, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally Bankruptcy and equitable principles of general applicabilityEquity Exception. (b) The respective Board of Directors of Purchaser haseach of Parent and Merger Sub have, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such boardadopted, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase Agreement and the other Transactions. . (c) None of Neither the execution and delivery of this Agreement and by Parent or Merger Sub nor the Tender Agreement by Purchaser, the performance or consummation by Purchaser Parent or Merger Sub of the Transactions or compliance by Purchaser with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation incorporation, bylaws or bylaws other charter documents of Purchaser Parent or any subsidiary of Purchaser (the “Purchaser Subsidiaries”), Merger Sub; (ii) result in a modification, violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under 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, termination or cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) 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 (other than Permitted Liens) upon any of the properties or assets owned or operated by Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub 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 material Contract to which Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub is a party or by which Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub or any of their respective properties or assets may be bound bound; or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings Consents referred to in paragraph (dSection 4.3(d) below, violate any Judgment or Law applicable to Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub or any of their respective properties or assets other than any such event or events described in items (ii) or (iii) which, individually or in the aggregate, has that have not had and would not reasonably be expected to have a Purchaser 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 Purchaser or any of the Purchaser Subsidiaries in connection with Purchaser’s execution, delivery and performance of this Agreement or the Tender Agreement 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) Purchaser has the requisite corporate power The execution, delivery and authority to enter into performance by each of Parent 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 Merger Sub of this Agreement by PurchaserAgreement, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser each of Parent and Merger Sub of the Transactions are within the corporate or similar powers of Parent and Merger Sub, as applicable, and, subject to the completion of the actions contemplated by Section 6.15, have been duly authorized by the Board of Directors of Purchaser, and no other all necessary corporate proceedings or similar action on the part of Purchaser (including any vote each of any class or series Parent and Merger Sub. Each of outstanding capital stock) are necessary to authorize the execution Parent and delivery of this Agreement, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the Transactions. This Agreement Merger Sub has been duly executed and delivered this Agreement and, assuming due authorization, execution and delivery by Purchaser and the Company, this Agreement constitutes a legal, valid and binding obligation agreement of Purchaser, each of Parent and Merger Sub enforceable against Purchaser each of Parent and Merger Sub, as applicable, in accordance with its terms, terms (subject to applicable bankruptcy, insolvency or similar Laws insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors creditors’ rights generally and equitable general principles of general applicabilityequity). (b) The Board execution, delivery and performance by Merger Sub and Parent of Directors of Purchaser has, this Agreement and the consummation by resolutions duly adopted by the requisite vote Merger Sub and Parent of the directors present at a meeting Transactions require no action by or in respect of such boardor filing with any Governmental Authority, other than (i) the filing of articles of merger with respect to the 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, and not subsequently rescinded (iii) any additional actions or modified filings, except those that the failure of which to make or obtain would not, individually or in any waythe aggregate, approved this Agreement, reasonably be expected to have a material adverse effect on Parent’s or Merger Sub’s ability to consummate the Offer, the Tender Agreement, the Top-Up Purchase Merger and the other Transactions. (c) None of the execution The execution, delivery and delivery performance by Merger Sub and Parent of this Agreement and the Tender Agreement by Purchaser, the consummation by Purchaser of the Transactions or compliance by Purchaser with any of the provisions herein or therein do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the articles of incorporation or certificate of incorporation, as applicable, or bylaws or other constituent documents of Merger Sub and Parent, (ii) assuming compliance with the matters referred to in Section 5.2(b), contravene, conflict with or result in a violation or breach of any provision of any applicable Law or conflict Order, (iii) assuming compliance with the certificate or articles of incorporation or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser Subsidiaries”matters referred to in Section 5.2(b), (ii) require any consent or other action by any Person under, result in a violation or any breach of or conflict with any provisions of, or constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) , under, or result in cause or permit the termination, cancellation ofcancellation, acceleration or the loss of any benefit to which Parent or Merger Sub is entitled under, any Contract, 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 (iv) result in the creation or imposition of any Lien upon on any asset of Parent or Merger Sub, with only such exceptions, in the properties or assets owned or operated by Purchaser or any case of the Purchaser Subsidiaries under any each 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 Purchaser or any of the 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 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 Purchaser or any of the Purchaser Subsidiaries or any of their respective properties or assets other than any such event described in items clauses (ii) or through (iii) whichiv), as would not reasonably be expected, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect. (d) No consentmaterial adverse effect on Parent’s or Merger Sub’s ability to consummate the Offer, 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 Agreement 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 Merger 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. (ai) Purchaser BCH has the requisite corporate limited liability company power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party the Voting Agreement and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Voting Agreement by PurchaserBCH, the performance by Purchaser BCH of its obligations hereunder and thereunder and the consummation by Purchaser BCH of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by the Board board of Directors managers of Purchaser, BCH and no other corporate limited liability company proceedings on the part of Purchaser (including any vote of any class or series of outstanding capital stock) BCH are necessary pursuant to its governing documents and the Delaware Limited Liability Company Act to authorize this Agreement or the execution Voting Agreement or to consummate the transactions contemplated hereby and delivery thereby. Each of this Agreement, the performance by Purchaser of its obligations hereunder Agreement and the consummation by Purchaser of the Transactions. This Voting Agreement has been duly executed and delivered by Purchaser BCH and constitutes a legal, valid and binding obligation agreement of PurchaserBCH, enforceable against Purchaser BCH in accordance with its terms, subject to bankruptcy, insolvency or insolvency, fraudulent transfer, reorganization, moratorium and similar Laws affecting the enforcement of creditors rights generally and equitable principles laws of general applicabilityapplicability relating to or affecting creditors’ rights and to general equitable principles. (bii) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of Neither the execution and delivery of this Agreement and or the Tender Voting Agreement by PurchaserBCH, nor the consummation by Purchaser BCH of the Transactions transactions contemplated hereby or thereby nor compliance by Purchaser BCH with any of the provisions herein or therein will (iA) result in a violation or breach of or conflict with the certificate of formation or articles limited liability company agreement of incorporation or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser Subsidiaries”)BCH, (iiB) 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 upon any of the properties properties, rights or assets owned or operated by Purchaser BCH or any of the Purchaser its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to BCH or any of its Subsidiaries 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 Purchaser BCH or any of the Purchaser its Subsidiaries is a party or by which Purchaser BCH or any of the Purchaser its Subsidiaries or any of their respective properties properties, rights or assets may be bound or (iiiC) subject to obtaining or making the consents, approvals, ordersOrders, authorizations, registrations, declarations and filings referred to in paragraph (diii) below, violate any Judgment Order or Law applicable to Purchaser BCH or any of the Purchaser its Subsidiaries or any of their respective properties properties, rights or assets assets, other than any such event described in items (iiB) or (iiiC) which, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse EffectEffect on BCH. (diii) No Except for the consents, approvals, Orders or authorizations of, or registrations, declarations or filings with, any Governmental Authority set forth in Section 3.1(c)(iii) of the BCH Disclosure Schedule (together with the matters described in clauses (A) and (B) below, the “Requisite BCH Regulatory Approvals”), no consent, approval, order Order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Purchaser BCH or any of the Purchaser its Subsidiaries in connection with PurchaserBCH’s execution, delivery and performance of this Agreement or and the Tender Voting Agreement or the consummation by Purchaser BCH of the Transactionstransactions contemplated hereby or thereby, 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, (iiA) compliance with the Hxxx Sxxxx 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, (B) the applicable requirements of Nasdaqthe Securities Act, Exchange Act and state securities and “blue sky” laws, and (iiiC) such other consents, approvals, ordersOrders or authorization of, authorizations, or registrations, declarations or filingsfilings with, any Governmental Authority where the lack of whichfailure to obtain or take such action, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse EffectEffect on BCH.

Authorization; No Conflict. (a) Purchaser Each of Parent and Merger Sub has the requisite corporate 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 PurchaserParent and Merger Sub, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions have been duly authorized by the Board respective boards of Directors directors of PurchaserParent and Merger Sub, and no other corporate proceedings on the part of Purchaser Parent or Merger Sub (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 Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Purchaser Parent and Merger Sub and constitutes a valid and binding obligation of PurchaserParent and Merger Sub, enforceable against Purchaser Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally and equitable principles of general applicability. (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of Neither the execution and delivery of this Agreement and the Tender Agreement by Purchaser, Parent or Merger Sub nor the consummation by Purchaser Parent or Merger Sub of the Transactions or nor compliance by Purchaser Parent or Merger Sub with any of the provisions herein or therein 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 Purchaser Parent, Merger Sub or any subsidiary of Purchaser Parent other than Merger Sub (the “Purchaser Parent Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions ofof or result in the loss of any benefit under, 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 upon any of the properties or assets owned or operated by Purchaser Parent, Merger Sub or any of the Purchaser Subsidiaries Parent Subsidiaries, 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 Purchaser Parent, Merger Sub or any of the Purchaser Parent Subsidiaries is a party or by which Purchaser Parent or any of the Purchaser 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 (dc) below, violate any Judgment or Law applicable to Purchaser Parent, Merger Sub or any of the Purchaser Parent 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 a Purchaser Parent Material Adverse Effect. (dc) 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 Parent, any Parent Subsidiary or any of the Purchaser Subsidiaries Merger Sub in connection with PurchaserParent’s or Merger Sub’s execution, delivery and performance of this Agreement or the Tender Agreement or the consummation by Purchaser 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) 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 Parent Material Adverse Effect.

Authorization; No Conflict. (a) Purchaser Each of Parent and Merger Sub has the requisite corporate 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 and the Voting Agreement by PurchaserParent and Merger Sub (to the extent a party), the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and thereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions have been duly and validly authorized by the Board respective Boards of Directors of Purchaser, Parent and no Merger Sub. No other corporate proceedings on the part of Purchaser (including any vote of any class Parent or series of outstanding capital stock) Merger Sub are necessary to authorize the execution and delivery of this Agreement and the Voting Agreement, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and thereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions, 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 Purchaser Parent and constitutes Merger Sub (to the extent a party) and, assuming the due authorization, execution and delivery by the Company (to the extent a party) and the other parties thereto, constitute legal, valid and binding obligation obligations of PurchaserParent and Merger Sub, enforceable against Purchaser Parent and Merger Sub in accordance with its their respective terms, subject in each case to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally Bankruptcy and equitable principles of general applicabilityEquity Exception. (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of Neither the execution and delivery of this Agreement and the Tender Voting Agreement by PurchaserParent or Merger Sub (to the extent a party), nor the consummation by Purchaser Parent or Merger Sub of the Transactions or nor compliance by Purchaser Parent or Merger Sub with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws by-laws of Purchaser Parent or any subsidiary of Purchaser (the “Purchaser Subsidiaries”), Merger Sub or (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 upon any of the properties or assets owned or operated by Purchaser or any of the Purchaser Subsidiaries 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 Purchaser or any of the 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 obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (dc) below, violate any Judgment or Law applicable to Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub or any of their respective properties or assets other than any such event described in items this clause (ii) or (iii) which, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Parent Material Adverse Effect. (dc) 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 Parent or any of the Purchaser Subsidiaries Merger Sub in connection with PurchaserParent’s or Merger Sub’s (to the extent a party) execution, delivery and performance of this Agreement or and the Tender Agreement Voting Agreement, or the consummation by Purchaser 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 the HSR Act, (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, (iiiv) compliance with the rules of NasdaqNasdaq and the NYSE, (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 (iiivii) any such consentsconsent, approvalsapproval, ordersorder, authorizationsauthorization, registrationsregistration, declarations declaration or filingsfiling, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Parent Material Adverse Effect.

Authorization; No Conflict. (ai) Purchaser The Credit Union has the requisite corporate power and authority to enter into execute 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(which includes the issuance of the Subordinated Debt) and, when issued, under the Subordinated Debt. The execution execution, delivery and delivery performance by the Credit Union of this Agreement by Purchaser, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the Transactions transactions contemplated hereby have been duly authorized by all necessary action on the part of the Credit Union and its Members and other non-Member holders of Capital Interests (collectively, “Interest Holders”), and no further approval or authorization is required on the part of the Credit Union. The resolutions of 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 execution and delivery of this Agreement, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the Transactions. This Agreement has been duly executed and delivered by Purchaser and constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally and equitable principles of general applicability. (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of authorizing the execution and delivery of this Agreement and the Tender performance of the Credit Union’s obligations hereunder, including the issuance of the Subordinated Debt, a copy of which havehas been provided to the Investor prior to the Signing Date, are true, complete and correct copies of such documents as in full force and effect as of the Signing Date and as of the Closing Date.‌ (ii) The execution, delivery and performance by the Credit Union of this Agreement by Purchaser, and the consummation by Purchaser of the Transactions or transactions contemplated hereby and compliance by Purchaser the Credit Union with any of the provisions herein hereof, will not (A) violate, conflict with, or therein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions provision 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 termination 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 underof, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets owned or operated by Purchaser of the Credit Union or any of the Purchaser Subsidiaries Credit Union Subsidiary under any of the terms, conditions or provisions of (x) its organizational documents or (y) any note, debenture, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Purchaser the Credit Union or any of the Purchaser Subsidiaries Credit Union Subsidiary is a party or by which Purchaser it or any Credit Union Subsidiary may be bound, or to which the Credit Union or any Credit Union Subsidiary or any of the Purchaser Subsidiaries properties or assets of the Credit Union or any Credit Union Subsidiary may be subject, or (B) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Credit Union or any Credit Union Subsidiary or any of their respective properties or assets may be bound or except, in the case of clauses (iiiA)(y) subject to obtaining or making the consentsand (B), approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Judgment or 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 items (ii) or (iii) whichfor those occurrences that, individually or in the aggregate, has have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect.Effect.‌ (diii) No consentOther than such filings and approvals as are required to be made or obtained under any state “blue sky” laws and such as have been made or obtained, approvalno notice to, order or authorization of, or registration, declaration or filing with, exemption or review by, or authorization, consent or approval of, any Governmental Authority Entity is necessary required to be made or obtained or made by Purchaser or any of the Purchaser Subsidiaries Credit Union in connection with Purchaser’s execution, delivery and performance of this Agreement or the Tender Agreement or the consummation by Purchaser the Credit Union of the Transactions, Purchase except for (i) the filing with the SEC of the Offer Documents and any such reports under Sections 13 or 16 of the Exchange Actnotices, as may be required in connection with this Agreement and the Transactionsfilings, (ii) compliance with the rules of Nasdaqexemptions, and (iii) such consents, approvals, ordersreviews, authorizations, registrations, declarations consents and approvals the failure of which to make or filings, the lack of whichobtain would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect.

Authorization; No Conflict. (ai) Purchaser The Credit Union has the requisite corporate power and authority to enter into execute 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(which includes the issuance of the Subordinated Debt) and, when issued, under the Subordinated Debt. The execution execution, delivery and delivery performance by the Credit Union of this Agreement by Purchaser, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the Transactions transactions contemplated hereby have been duly authorized by all necessary action on the part of the Credit Union and its Members and other non-Member holders of Capital Interests (collectively, “Interest Holders”), and no further approval or authorization is required on the part of the Credit Union. The resolutions of 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 execution and delivery of this Agreement, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the Transactions. This Agreement has been duly executed and delivered by Purchaser and constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally and equitable principles of general applicability. (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of authorizing the execution and delivery of this Agreement and the Tender performance of the Credit Union’s obligations hereunder, including the issuance of the Subordinated Debt, a copy of which have been provided to the Investor prior to the Signing Date, are true, complete and correct copies of such documents as in full force and effect as of the Signing Date and as of the Closing Date.‌ (ii) The execution, delivery and performance by the Credit Union of this Agreement by Purchaser, and the consummation by Purchaser of the Transactions or transactions contemplated hereby and compliance by Purchaser the Credit Union with any of the provisions herein hereof, will not (A) violate, conflict with, or therein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions provision 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 termination 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 underof, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets owned or operated by Purchaser of the Credit Union or any of the Purchaser Subsidiaries Credit Union Subsidiary under any of the terms, conditions or provisions of (x) its organizational documents or (y) any note, debenture, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Purchaser the Credit Union or any of the Purchaser Subsidiaries Credit Union Subsidiary is a party or by which Purchaser it or any Credit Union Subsidiary may be bound, or to which the Credit Union or any Credit Union Subsidiary or any of the Purchaser Subsidiaries properties or assets of the Credit Union or any Credit Union Subsidiary may be subject, or (B) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Credit Union or any Credit Union Subsidiary or any of their respective properties or assets may be bound or except, in the case of clauses (iiiA)(y) subject to obtaining or making the consentsand (B), approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Judgment or 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 items (ii) or (iii) whichfor those occurrences that, individually or in the aggregate, has have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect. (diii) No consentOther than such filings and approvals as are required to be made or obtained under any state “blue sky” laws and such as have been made or obtained, approvalno notice to, order or authorization of, or registration, declaration or filing with, exemption or review by, or authorization, consent or approval of, any Governmental Authority Entity is necessary required to be made or obtained or made by Purchaser or any of the Purchaser Subsidiaries Credit Union in connection with Purchaser’s execution, delivery and performance of this Agreement or the Tender Agreement or the consummation by Purchaser the Credit Union of the Transactions, Purchase except for (i) the filing with the SEC of the Offer Documents and any such reports under Sections 13 or 16 of the Exchange Actnotices, as may be required in connection with this Agreement and the Transactionsfilings, (ii) compliance with the rules of Nasdaqexemptions, and (iii) such consents, approvals, ordersreviews, authorizations, registrations, declarations consents and approvals the failure of which to make or filings, the lack of whichobtain would not, 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) Purchaser has the requisite corporate power The execution, delivery and authority to enter into performance by each of Parent 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 Merger Sub of this Agreement by PurchaserAgreement, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser each of Parent and Merger Sub of the Transactions are within the corporate or similar powers of Parent and Merger Sub, as applicable, and, subject to the completion of the actions contemplated by Section 6.12, have been duly authorized by the Board of Directors of Purchaser, and no other all necessary corporate proceedings or similar action on the part of Purchaser (including any vote each of any class or series Parent and Merger Sub. Each of outstanding capital stock) are necessary to authorize the execution Parent and delivery of this Agreement, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the Transactions. This Agreement Merger Sub has been duly executed and delivered this Agreement and, assuming due authorization, execution and delivery by Purchaser and the Company, this Agreement constitutes a legal, valid and binding obligation agreement of Purchaser, each of Parent and Merger Sub enforceable against Purchaser each of Parent and Merger Sub, as applicable, in accordance with its terms, terms (subject to applicable bankruptcy, insolvency or similar Laws insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors creditors’ rights generally and equitable general principles of general applicabilityequity). (b) The Board execution, delivery and performance by Mxxxxx Sub and Parent of Directors of Purchaser has, this Agreement and the consummation by resolutions duly adopted by the requisite vote Merger Sub and Parent of the directors present at a meeting Transactions require no action by or in respect of such boardor filing with any Governmental Authority, other than (i) the filing of articles of merger with respect to the 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, and not subsequently rescinded (iii) any additional actions or modified filings, except those that the failure of which to make or obtain would not, individually or in any waythe aggregate, approved this Agreement, reasonably be expected to have a material adverse effect on Parent’s or Merger Sub’s ability to consummate the Offer, the Tender Agreement, the Top-Up Purchase Merger and the other Transactions. (c) None of the execution The execution, delivery and delivery performance by Mxxxxx Sub and Parent of this Agreement and the Tender Agreement by Purchaser, the consummation by Purchaser of the Transactions or compliance by Purchaser with any of the provisions herein or therein do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the articles of incorporation or certificate of incorporation, as applicable, or bylaws or other constituent documents of Merger Sub and Parent, (ii) assuming compliance with the matters referred to in Section 5.2(b), contravene, conflict with or result in a violation or breach of any provision of any applicable Law or conflict Order, (iii) assuming compliance with the certificate or articles of incorporation or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser Subsidiaries”matters referred to in Section 5.2(b), (ii) require any consent or other action by any Person under, result in a violation or any breach of or conflict with any provisions of, or constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) , under, or result in cause or permit the termination, cancellation ofcancellation, acceleration or the loss of any benefit to which Parent or Merger Sub is entitled under, any Contract, 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 (iv) result in the creation or imposition of any Lien upon on any asset of Parent or Merger Sub, with only such exceptions, in the properties or assets owned or operated by Purchaser or any case of the Purchaser Subsidiaries under any each 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 Purchaser or any of the 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 clauses (iii) subject to obtaining or making the consentsand (iv), approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (d) below, violate any Judgment or 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 items (ii) or (iii) whichas would not reasonably be expected, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect. (d) No consentmaterial adverse effect on Parent’s or Merger Sub’s ability to consummate the Offer, 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 Agreement 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 Merger 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) Purchaser Each of Parent and Merger Sub has the requisite corporate 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 thereunderhereunder. The execution and delivery of this Agreement by PurchaserParent and Merger Sub, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions have been duly authorized by the Board respective Boards of Directors of PurchaserParent and Merger Sub, and and, following the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur prior to Closing, no other corporate proceedings on the part of Purchaser Parent or Merger Sub (including any vote of any class or series of outstanding capital stockstock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Purchaser Parent and Merger Sub and constitutes a valid and binding obligation of Purchasereach of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally Bankruptcy and equitable principles of general applicabilityEquity Exception. (b) The respective Board of Directors of Purchaser each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase Merger and the other Transactions. (c) None of Neither the execution and delivery of this Agreement and by Parent or Merger Sub nor the Tender Agreement by Purchaser, the performance or consummation by Purchaser Parent or Merger Sub of the Transactions or compliance by Purchaser with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the certificate of incorporation, bylaws or articles other charter documents of incorporation Parent or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser Subsidiaries”)Merger Sub, (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 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 (including pursuant to any right of first refusal or the like) 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 upon any of the properties or assets owned or operated by Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub 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 material Contract to which Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub is a party or by which Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub 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 (dSection 4.3(d) below, violate any Judgment or Law applicable to Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) whichthat, individually or in the aggregate, has have not had and would not reasonably be expected to have a Purchaser Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (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 Parent, any Parent Subsidiary or any of the Purchaser Subsidiaries Merger Sub in connection with Purchaser’s execution, Parent's or Merger Sub's execution and delivery and performance of this Agreement or the Tender Agreement or the consummation by Purchaser Parent or Merger Sub 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 the HSR Act and any applicable foreign Antitrust Laws, (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, (iiiv) compliance with the rules of NasdaqThe NASDAQ Stock Market LLC, (v) compliance with the "blue sky" laws of various states, and (iiivi) 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 Parent Material Adverse Effect.

Authorization; No Conflict. (a) Purchaser Each of Parent and Merger Sub has the requisite corporate 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 PurchaserParent and Merger Sub, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by the Board respective Boards of Directors of Purchasereach of Parent and Merger Sub, and no other corporate proceedings on the part of Purchaser (including any vote of any class Parent or series of outstanding capital stock) Merger Sub are necessary to authorize the execution and delivery of this Agreement, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Purchaser Parent and Merger Sub and constitutes a valid and binding obligation of PurchaserParent and Merger Sub, enforceable against Purchaser in accordance with its terms, subject except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization or similar Laws other laws affecting the enforcement of creditors creditors’ rights generally and or by general equitable principles of general applicabilityprinciples. (b) The Board of Directors of Purchaser has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase and the other Transactions. (c) None of Neither the execution and delivery of this Agreement and the Tender Agreement by PurchaserParent or Merger Sub, nor the consummation by Purchaser Parent or Merger Sub of the Transactions or transactions contemplated hereby nor compliance by Purchaser Parent or Merger Sub with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws of Purchaser Parent or any subsidiary of Purchaser (the “Purchaser Subsidiaries”)Merger Sub, (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 upon any of the properties or assets owned or operated by Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or Merger Sub under any of the terms, conditions or provisions of of, any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation Contract of any kind to which Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub is a party or by which Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub 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 (dc) below, violate any Judgment judgment, ruling, order, writ, injunction, decree, statute, law (including the common law), rule or Law regulation applicable to Purchaser Parent or any of the Purchaser its 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 Purchaser Parent Material Adverse Effect. (dc) No Other than in connection with or in compliance with the provisions of (i) the DGCL, (ii) the Exchange Act, (iii) the HSR Act and (iv) competition approvals in foreign countries, if applicable, 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 Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub in connection with PurchaserParent’s or Merger Sub’s execution, delivery and performance of this Agreement or the Tender Agreement or the consummation by Purchaser Parent or Merger Sub of the Transactionstransactions contemplated hereby, except for (i) where the filing with the SEC of the Offer Documents and failure to obtain or take 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 whichaction, individually or in the aggregate, has not had and would not reasonably be expected to have or result in a Purchaser Parent Material Adverse Effect.

Authorization; No Conflict. (a) Purchaser Each of Parent and Merger Sub has the requisite corporate 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 thereunderhereunder. The execution and delivery of this Agreement by PurchaserParent and Merger Sub, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions have been duly authorized by the Board respective Boards of Directors of PurchaserParent and Merger Sub, and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur promptly following the execution and delivery of this Agreement, no other corporate proceedings on the part of Purchaser Parent or Merger Sub (including any vote of any class or series of outstanding capital stockstock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Purchaser Parent and Merger Sub of its their respective obligations hereunder and the consummation by Purchaser Parent and Merger Sub of the Transactions. This Agreement has been duly executed and delivered by Purchaser Parent and Merger Sub and constitutes a valid and binding obligation of Purchasereach of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally Bankruptcy and equitable principles of general applicabilityEquity Exception. (b) The respective Board of Directors of Purchaser each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Tender Agreement, the Top-Up Purchase Merger and the other Transactions. (c) None of Neither the execution and delivery of this Agreement and by Parent or Merger Sub nor the Tender Agreement by Purchaser, the performance or consummation by Purchaser Parent or Merger Sub of the Transactions or compliance by Purchaser with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the certificate of incorporation, bylaws or articles other charter documents of incorporation Parent or bylaws of Purchaser or any subsidiary of Purchaser (the “Purchaser Subsidiaries”)Merger Sub, (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 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 (including pursuant to any right of first refusal or the like) 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 upon any of the properties or assets owned or operated by Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub 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 Contract to which Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub is a party or by which Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub 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 (dSection 4.3(d) below, violate any Judgment or Law applicable to Purchaser Parent or any of the Purchaser Subsidiaries Merger Sub or any of their respective properties or assets other than any such event or events described in items (ii) or (iii) whichthat, individually or in the aggregate, has have not had and would not reasonably be expected to have a Purchaser 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 Purchaser Parent, any Parent Subsidiary or any of the Purchaser Subsidiaries Merger Sub in connection with Purchaser’s execution, Parent's or Merger Sub's execution and delivery and performance of this Agreement or the Tender Agreement or the consummation by Purchaser 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) compliance with the HSR Act and the Investment Canada Act, (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, (iiiv) compliance with the rules of NasdaqThe NASDAQ Stock Market LLC, (v) compliance with the "blue sky" laws of various states, and (iiivi) 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 Parent Material Adverse Effect.