Common use of Authorization; No Conflict Clause in Contracts

Authorization; No Conflict. (a) The Company has full limited liability company power and, upon receipt of the Company Equity Holders’ Approval, authority to enter into this Agreement and the Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly authorized by all requisite limited liability company action on the part of the Company, subject only to the receipt of the Company Equity Holders’ Approval. This Agreement has been duly and validly executed and delivered by the Company, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents.

Authorization; No Conflict. (a) The Assuming the accuracy of Section 5.22, the Company has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery by the Company of this Agreement and by the Transaction Documents to which it is a partyCompany, the performance by the Company of its obligations hereunder and thereunder the consummation by the Company of the transactions contemplated hereby have been duly and validly approved by the Board of the Company, the Board of the Company has resolved to recommend adoption of this Agreement by the stockholders of the Company and has directed that this Agreement be submitted to the stockholders of the Company for their consideration. No other corporate proceedings on the part of the Company or any of the Company Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions have been duly authorized transactions contemplated hereby, except for the adoption of this Agreement by all requisite limited liability company action on the part of the Company, subject only to the receipt of the Required Company Equity Holders’ ApprovalVote (as defined in Section 4.12(b)). This Agreement has been duly and validly executed and delivered by the CompanyCompany and, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constituteseach of Parent and Merger Sub, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or similar Laws affecting creditors’ rights creditors generally and or by general equity principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law or in equity) (the “Enforcement Exceptions”Law). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents.

Authorization; No Conflict. (a) The Company Each of the Triton Entities has -------------------------- the full legal right and all limited liability company power and, upon receipt of the Company Equity Holders’ Approval, and authority required to enter into into, execute and deliver this Agreement and the Transaction Documents documents and other agreements required to which it is a party, be executed and delivered hereunder and to carry out perform fully its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution execution, delivery and delivery by the Company performance of this Agreement and the Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions Triton Entities have been duly authorized by all requisite necessary limited liability company action on the part of the Company, subject only to the receipt of the Company Equity Holders’ ApprovalTriton Entities. This Agreement has been duly executed and validly delivered and constitutes, and each of the other agreements and documents to be delivered by the Triton Entities hereunder when executed and delivered by the CompanyTriton Entities will constitute, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, a legal, the valid and binding obligation of the Company Triton Entities, enforceable against the Company Triton Entities in accordance with its their respective terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws laws now or hereafter in effect affecting creditors’ ' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”)generally. The Company’s board execution, delivery and performance of managers, this Agreement and the documents and other agreements to be delivered hereunder by resolutions duly adopted at a meeting duly called the Triton Entities and held or the consummation of the transactions contemplated hereby and thereby by action by unanimous written consent in accordance with the Company’s Organizational Documents Triton Entities will not (i) determined that this Agreement, violate any provision of the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its membersTriton Entities' certificates of formation or limited liability company agreements, (ii) approved subject to the receipt of any Consent, violate or result in the breach of any of the terms of, result in an adverse modification of the effect of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract to which a Triton Entity is a party or by or to which it or any of its assets or properties may be bound or subject, excluding in any case such violations, breaches or defaults that would not reasonably be expected to have a Material Adverse Effect on the Purchased Assets, the Triton Entities or their ability to consummate the transactions contemplated by this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that violate any order, judgment, injunction, award or decree of any Governmental Authority by which the Triton Entities, or the assets, properties or business of the Triton Entities are bound, except where such violation would not reasonably be expected to have a Material Adverse Effect on the Purchased Assets, the Triton Entities or their ability to consummate the transactions contemplated by this Agreement be submitted to the Company’s members for adoption and or (iv) resolved to recommend that the Company’s members adopt Triton Entities' knowledge, violate any Law except where such violation would not reasonably be expected to have a Material Adverse Effect on the Purchased Assets, the Triton Entities or their ability to consummate the transactions contemplated by this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents.

Authorization; No Conflict. (a) The Company has full limited liability company power and, upon receipt Each of the Company Equity Holders’ Approval, and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery of this Agreement by the Company of this Agreement and the Transaction Documents to which it is a partyMerger Sub, the performance by the Company and Merger Sub of its their respective obligations hereunder and thereunder and the consummation by the Company and Merger Sub of the Transactions transactions contemplated hereby (including the Staffing Disposition) have been duly authorized by all the respective Boards of Directors of the Company and Merger Sub. Partners has the requisite limited liability company action power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Partners, the performance by Partners of its obligations hereunder and the consummation by Partners of the transactions contemplated hereby have been duly authorized by PFI Corp., a Delaware corporation and wholly-owned subsidiary of the Company ("PFI"), as the sole member of Partners. No other corporate proceedings on the part of the Company, subject only to the receipt Company or any of the Company Equity Holders’ ApprovalSubsidiaries (including Merger Sub and Partners) are necessary to authorize the execution and delivery of this Agreement, the performance by the Company, Partners and Merger Sub of their respective obligations hereunder and the consummation by the Company, Partners and Merger Sub of the transactions contemplated hereby (including the Staffing Disposition), except for the approval of this Agreement by the Company Stockholder Vote (as defined in Section 3.11(d)) and by the holder or holders of a majority of the common stock of Merger Sub (the "MERGER SUB STOCKHOLDER CONSENT"). This Agreement has been duly and validly executed and delivered by the Company, Partners and (assuming due authorization, execution Merger Sub and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of each of the Company Company, Partners and Merger Sub, enforceable against the Company in accordance with its terms, except as such to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium reorganization or similar Laws other laws affecting the enforcement of creditors’ ' rights generally and or by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documentsequitable principles.

Authorization; No Conflict. (a) The Company Each of Parent and Merger Sub has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery by the Company of this Agreement by Parent and the Transaction Documents to which it is a partyMerger Sub, the performance by the Company Parent and Merger Sub of its their respective obligations hereunder and thereunder and the consummation by the Company Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all requisite limited liability company action the respective Boards of Directors of Parent and Merger Sub. No other corporate proceedings on the part of the CompanyParent, subject only to the receipt Merger Sub or any of the Company Equity Holders’ ApprovalParent Subsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby, except for (i) the approval of the holders of a majority of the issued and outstanding shares of Parent Common Stock present and voting in accordance with the requirements of the NYSE of the issuance of the shares of Parent Common Stock in connection with the Merger (the “Share Issuance”), (ii) the approval of the holders of a majority of the issued and outstanding shares of Parent Common Stock entitled to vote thereon of the amendment to Parent’s certificate of incorporation to increase the number of authorized shares of Parent’s capital stock and Parent Common Stock to provide for and permit the Share Issuance (the “Parent Charter Amendment”) (the actions referred to in clauses (i) and (ii), collectively, the “Required Parent Stockholder Vote”) and (iii) the approval of the Merger by Parent as the owner of all the outstanding shares of capital stock of Merger Sub. This Agreement has been duly and validly executed and delivered by the Company, Parent and (assuming due authorization, execution Merger Sub and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Parent and Merger Sub, enforceable against the Company in accordance with its terms, except as such to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium reorganization or similar Laws other laws affecting the enforcement of creditors’ rights generally and or by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documentsequitable principles.

Authorization; No Conflict. (a) The Company Purchaser has the full legal right -------------------------- and all limited liability company partnership power and, upon receipt of the Company Equity Holders’ Approval, and authority required to enter into into, execute and deliver this Agreement and the Transaction Documents documents and other agreements required to which it is a party, be executed and delivered hereunder and to carry out perform fully its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution execution, delivery and delivery by the Company performance of this Agreement and the Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have Purchaser has been duly authorized by all requisite necessary limited liability company partnership action on the part of the Company, subject only to the receipt of the Company Equity Holders’ ApprovalPurchaser. This Agreement has been duly executed and validly delivered and constitutes, and each of the other agreements and documents to be delivered by Purchaser hereunder when executed and delivered by Purchaser will constitute, the Company, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, a legal, valid and binding obligation of the Company Purchaser, enforceable against the Company Purchaser in accordance with its their respective terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws laws now or hereafter in effect affecting creditors’ ' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”)generally. The Company’s board execution, delivery and performance of managers, this Agreement and the documents and other agreements to be delivered hereunder by resolutions duly adopted at a meeting duly called Purchaser and held or the consummation of the transactions contemplated hereby and thereby by action by unanimous written consent in accordance with the Company’s Organizational Documents Purchaser will not (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its membersviolate any provision of Purchaser's certificate of limited partnership or agreement of limited partnership, (ii) approved violate, or result in the breach of any of the terms of, result in an adverse modification of the effect of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any material contract to which Purchaser is a party or by or to which it or any of its assets or properties may be bound or subject, excluding in any case such violations, conflicts, breaches or defaults that would not reasonably be expected to have a Material Adverse Effect on Purchaser's ability to consummate the transactions contemplated by this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to violate any order, judgment, injunction, award or decree of any Governmental Authority by which Purchaser, or the Company’s members for adoption and assets, properties or business of Purchaser are bound or (iv) resolved to recommend that Purchaser's knowledge, violate any Law except where such violation would not reasonably be expected to have a Material Adverse Effect on Purchaser's ability to consummate the Company’s members adopt transactions contemplated by this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents.

Authorization; No Conflict. (a) The Company has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents Rights Amendment and, subject to which it is a partythe adoption of this Agreement by the Company's stockholders under the DGCL to the extent required by applicable Law in the case of the Merger, to carry out its obligations hereunder hereunder. Assuming the accuracy of the representations and thereunder and to consummate warranties of the Transactions. The Parent set forth in Section 4.7, the execution and delivery by the Company of this Agreement and by the Transaction Documents to which it is a partyCompany, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly authorized and approved by all requisite limited liability company action the Company Board. Assuming the accuracy of the representations and warranties of the Parent set forth in Section 4.7, no other corporate proceedings on the part of the CompanyCompany is necessary to authorize the execution and delivery of this Agreement, subject only the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions, except, in the case of the Merger (i) to the receipt extent required by the DGCL, for the adoption of this Agreement by the holders of a majority of the issued and outstanding Shares (the "Required Company Equity Holders’ ApprovalStockholder Vote") and (ii) for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware. This Agreement has been duly and validly executed and delivered by the CompanyCompany and, assuming that this Agreement has been duly executed and (assuming due authorizationdelivered by Parent and Merger Sub, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting creditors’ or relating to the enforcement of creditors rights generally and by general equitable principles of equity (regardless of general applicability, whether enforcement is sought considered in a proceeding at law or in equity) equity (the “Enforcement Exceptions”"Bankruptcy and Equity Exception"). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents.

Authorization; No Conflict. (a) The Company Seller has the full limited liability company legal right and all partnership power and, upon receipt of the Company Equity Holders’ Approval, and authority required to enter into into, execute and deliver this Agreement and the Transaction Documents documents and other agreements required to which it is a party, be executed and delivered hereunder and to carry out perform fully its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution execution, delivery and delivery by the Company performance of this Agreement and the Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have Seller has been duly authorized by all requisite limited liability company necessary partnership action on the part of the Company, subject only to the receipt of the Company Equity Holders’ ApprovalSeller. This Agreement has been duly executed and validly delivered and constitutes, and each of the other agreements and documents to be delivered by Seller hereunder when executed and delivered by Seller will constitute, the Company, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, a legal, valid and binding obligation of the Company Seller, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws laws now or hereafter in effect affecting creditors’ ' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”)generally. The Company’s board execution, delivery and performance of managers, this Agreement and the documents and other agreements to be delivered hereunder by resolutions duly adopted at a meeting duly called Seller and held or the consummation of the transactions contemplated hereby and thereby by action by unanimous written consent in accordance with the Company’s Organizational Documents Seller will not (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its membersviolate any provision of Seller's certificate of limited partnership or partnership agreement, (ii) approved this Agreementviolate, conflict with or result in the Transactions and breach of any of the Merger and terms of result in a modification of the effect of otherwise give any other Transactions contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract to which Seller is a party or by or to which it or any of its assets or properties may be bound or subject, excluding in accordance with any case such violations, conflicts, breaches or defaults that would not individually or in the DLLCAaggregate reasonably be expected to have a Seller Material Adverse Effect, (iii) directed that this Agreement be submitted to violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body by which Seller, or the Company’s members for adoption and assets, properties or the Kentucky Business of Seller are bound, (iv) resolved violate any statute, law or regulation, excluding in any case such violations that individually or in the aggregate would not reasonably be expected to recommend that have a Seller Material Adverse Effect, or (v) violate or cause any revocation of or limitation on any Permit the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders violation, revocation or limitation of Company Interests constituting the requisite vote of the holders of the Company Interests which could reasonably be expected to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documentshave a Seller Material Adverse Effect.

Authorization; No Conflict. (a) The Company has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into execute, deliver and perform its obligations under this Agreement and the Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution execution, delivery and performance of its obligations under this Agreement and the consummation of the Transactions have been duly and validly authorized by the Company Board and, assuming the accuracy of Parent’s and Merger Sub’s representation and warranty set forth in Section 5.7, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions and the performance of the Company’s obligations under this Agreement, except, with respect to the Merger, for (A) the approval of this Agreement by the Requisite Company Vote and (B) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware. At a meeting duly called and held, the Company Board unanimously (i) determined that this Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Company Common Stockholders; (ii) adopted, approved and declared advisable this Agreement and the Transactions, including the Merger, in accordance with the DGCL, and approved the execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions, including the Merger; (iii) resolved to recommend that the Company Common Stockholders vote to approve the adoption of this Agreement; and (iv) to the extent necessary, adopted a resolution having the effect of causing this Agreement and the Transactions have been duly authorized by all requisite limited liability company action on not to be subject to any Takeover Provision that might otherwise apply to the part Transactions. As of the Companydate hereof, subject only to none of the receipt foregoing resolutions of the Company Equity Holders’ ApprovalBoard have been amended, rescinded or modified. This Agreement has been duly and validly executed and delivered by the CompanyCompany and, and (assuming the due authorization, execution and delivery hereof by any other applicable parties thereto) constitutesXxxxxx and Merger Sub, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) general applicability (the “Enforcement ExceptionsBankruptcy and Equity Exception”). The Company’s board of managersOther than the Requisite Company Vote, by resolutions duly adopted at a meeting duly called and held no stockholder votes or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreementconsents, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders including of the Company Interests Preferred Stockholders, are necessary to approve authorize this Agreement, Agreement or to consummate the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational DocumentsTransactions.

Authorization; No Conflict. (a) The Company has full limited liability company corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into this Agreement and the Transaction Documents to which it is a partyparty and, upon receipt of the Company Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly authorized by all requisite limited liability company corporate action on the part of the Company, subject only to the receipt of the Company Equity Holders’ Stockholder Approval, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and each such Transaction Document or to consummate the Transactions. This Agreement has and each such Transaction Document have been (or will as of the Closing be) duly and validly executed and delivered by the Company, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutesconstitute, or upon such delivery constitutesconstitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”). The Company’s board Company Board has, as of managersthe date of this Agreement, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents unanimously (i) declared the advisability of this Agreement and the Merger and determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its membersthe Company Stockholders, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCADGCL and the Organizational Documents of the Company, (iii) directed that this Agreement be submitted to the Company’s members Company Stockholders for adoption adoption, and (iv) resolved to recommend recommended that the Company’s members Company Stockholders adopt this AgreementAgreement and approve the Transactions (including the Merger). The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting Stockholder Approval constitutes the requisite vote of the holders of the Company Interests Stockholders to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and DGCL, the Company’s Organizational DocumentsDocuments and the Company Stockholder Agreement.

Authorization; No Conflict. (a) The Company Seller and RDA each has full limited liability company all requisite power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into into, execute and deliver this Agreement and the Transaction Documents Other Agreements to which it is a party, to carry out fulfill its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution execution, delivery and delivery by the Company performance of this Agreement and the Transaction Documents Other Agreements to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company Seller and RDA of the Transactions all transactions contemplated hereby and thereby, have been duly authorized by all requisite limited liability company action on the part of the Company, subject only to the receipt of the Company Equity Holders’ Approvalcorporate action. This Agreement and, at Closing, each of the remaining Other Agreements, has been (or will be at Closing, as applicable) duly and validly executed and delivered by the Companyby, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, a legal, constitute the valid and legally binding obligation of the Company obligations of, Seller and RDA (as applicable), enforceable against the Company Seller and RDA in accordance with its their respective terms, except as that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and similar Laws affecting laws of general application that may affect the enforcement of creditors’ rights generally generally, and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”)equitable principles. The Company’s board execution, delivery and performance by Seller and RDA of managersthis Agreement and the Other Agreements, and the consummation by resolutions duly adopted at Seller and RDA of the transactions contemplated hereby and thereby, will not (a) violate the provisions of any law, rule or regulation applicable to the Acquired Assets or the Business; (b) violate any provision of the Certificate of Incorporation or Bylaws of Seller or RDA; (c) violate any judgment, decree, order or award of any court, governmental body or arbitrator; or (d) conflict with or result in the breach or termination of any term or provision of, or constitute a meeting duly called and held default under, or cause any acceleration under, or cause the creation of any Lien upon any portion of the Acquired Assets pursuant to, any indenture, mortgage, deed of trust or other instrument or agreement to which Seller or RDA is a party or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and which Seller or RDA or its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement respective properties is or may be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documentsbound.

Authorization; No Conflict. (a) The Company Each of Parent and Merger Sub has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder thereunder, including making the Offer, acquiring the Shares tendered in the Offer, consummating the Merger (subject to obtaining the Required Company Stockholder Vote), and to consummate paying the Transactionsaggregate purchase price for the Shares, Merger Shares, Options, and Stock Appreciation Rights. The sole stockholder of Merger Sub, has approved all matters contemplated hereby that require the consent of the stockholders of Merger Sub. The execution and delivery by the Company of this Agreement by Parent and the Transaction Documents to which it is a partyMerger Sub, the performance by the Company Parent and Merger Sub of its their respective obligations hereunder and thereunder and the consummation by the Company Parent and Merger Sub of the Transactions have been duly authorized by all requisite limited liability company action by, respectively, the Supervisory Board and Managing Board and the board of directors of Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including any vote of any class or series of outstanding capital stock of Merger Sub or Parent) are necessary to authorize the Companyexecution and delivery of this Agreement, subject only to the receipt performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Company Equity Holders’ ApprovalTransactions. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the Company, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutesthe Company, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Parent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting creditors’ the enforcement of creditors rights generally and by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documentsgeneral applicability.

Authorization; No Conflict. (a) The Each Selling Company has full limited liability company the -------------------------- corporate power and, upon receipt of and authority and the Company Equity Holders’ Approval, authority Seller has the legal right and power required to enter into into, execute and deliver this Agreement and the Transaction Documents documents and other agreements required to which it is a party, be executed and delivered hereunder and to carry out its perform fully their obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly authorized by all requisite limited liability company action on the part of the Company, subject only to the receipt of the Company Equity Holders’ Approvalthereunder. This Agreement has been duly executed and validly delivered and constitutes, and each of the other agreements and documents to be delivered by a Selling Party hereunder when executed and delivered by such Selling Party will constitute, the Company, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, a legal, valid and binding obligation of the Company such Selling Party, enforceable against the Company in accordance with its their respective terms, except as such to the extent that enforceability may be limited by the effect of bankruptcy, insolvencyreorganization or other similar laws relating to or affecting the rights of creditors generally. Except as set forth on Schedule -------- 3.3, reorganizationthe execution, moratorium or similar Laws affecting creditors’ rights generally delivery and performance of this Agreement and the documents --- and other agreements to be delivered hereunder by general principles the Selling Parties and the consummation of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”). The Company’s board of managers, transactions contemplated hereby and thereby by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents Selling Parties will not (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its membersviolate any provision of a Selling Companies articles of incorporation or bylaws, (ii) approved this Agreementviolate, conflict with or result in the Transactions and breach of any of the Merger and terms of, result in a material modification of the effect of, otherwise give any other Transactions in accordance contracting party the right to terminate, or constitute (or with the DLLCAnotice or lapse of time or both constitute) a default under, any material contract or other agreement to which a Selling Party is a party or by or to which any of them or any of their respective assets or properties may be bound or subject, (iii) directed that this Agreement violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body by which any Selling Party or the assets, properties or Business of a Selling Party is bound, which could reasonably be submitted expected to have a material adverse effect on the Company’s members for adoption and Selling Companies, the Shares or the Business taken as a whole. (iv) resolved violate any statute, law or regulation, which violation could reasonably be expected to recommend that have a material adverse effect on the Company’s members adopt this Agreement. The voting covenants contained within Selling Companies, the Company Support Agreements include agreements by holders Shares or the Business taken as a whole or (v) violate or cause any revocation of Company Interests constituting or limitation on any Permit (A) which is necessary to the requisite vote lawful conduct of the holders Business or (B) the violation, revocation or limitation of which could reasonably be expected to have a material adverse effect on the Company Interests to approve this AgreementSelling Companies, the Transaction Documents, Shares or the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational DocumentsBusiness taken as a whole.

Authorization; No Conflict. (a) The Company Each of BHI, Newco and Merger Sub has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery by the Company of this Agreement by BHI, Newco and the Transaction Documents to which it is a partyMerger Sub, the performance by BHI, Newco and Merger Sub of their respective obligations hereunder and the Company consummation by BHI, Newco and Merger Sub of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each of BHI, Newco and Merger Sub, and, prior to Closing, will be validly approved by Newco as the sole stockholder of Merger Sub, and the Board of Directors of BHI has resolved to recommend adoption of this Agreement by the stockholders of BHI and has directed that this Agreement be submitted to the stockholders of BHI for their consideration, and the Board of Directors of Merger Sub has resolved to recommend adoption of the Agreement by the sole stockholder of Merger Sub. No other corporate proceedings on the part of BHI or any of the BHI Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by BHI of its obligations hereunder and thereunder and the consummation by the Company BHI of the Transactions have been duly authorized transactions contemplated hereby, except for the adoption of this Agreement by all requisite limited liability company action on the part BHI Stockholder Approval (as defined in Section 4.12(b)) and the adoption of this Agreement by the sole stockholder of Merger Sub and the filing of the Company, subject only to the receipt Certificate of the Company Equity Holders’ ApprovalMerger. This Agreement has been duly and validly executed and delivered by the CompanyBHI and, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutesGE, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company BHI, enforceable against the Company it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or similar Laws affecting creditors’ rights creditors generally and or by general equity principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law or in equity) (the “Enforcement Exceptions”Law). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents.

Authorization; No Conflict. (a) The Company Parent has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery by the Company of this Agreement, the Merger Agreement and the Transaction Documents Voting Agreement by Parent and Merger Sub (to which it is the extent a party), the performance by the Company Parent and Merger Sub of its their respective obligations hereunder and thereunder and the consummation by the Company Parent and Merger Sub of the Transactions have been duly and validly authorized by all requisite limited liability company action the Management Board and Supervisory Board of Parent and the Board of Directors of Merger Sub. No other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the Companyexecution and delivery of this Agreement, subject only to the receipt Merger Agreement and the Voting Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the Company Equity Holders’ ApprovalTransactions, except for the approval of the Merger by Parent as the owner of all the outstanding capital stock of Merger Sub. This Each of this Agreement, the Merger Agreement and the Voting Agreement has been duly and validly executed and delivered by Parent and Merger Sub (to the Companyextent a party) and, and (assuming the due authorization, execution and delivery by any the Stockholders (to the extent a party), the Company (to the extent a party) and the other applicable parties thereto) constitutes, or upon such delivery constitutes, a constitute legal, valid and binding obligation obligations of the Company Parent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its their respective terms, except in each case as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws laws affecting creditors’ rights generally and by general equitable principles of equity (regardless of whether enforcement enforceability is sought considered in a proceeding in equity or at law or in equity) (the “Enforcement Exceptions”law). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents.

Authorization; No Conflict. (a) The Company Bakkt Opco has full limited liability company power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into this Agreement and the Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by the Company Bakkt Opco of this Agreement and the Transaction Documents to which it is a party, the performance by the Company Bakkt Opco of its obligations hereunder and thereunder and the consummation by the Company Bakkt Opco of the Transactions have been duly authorized by all requisite limited liability company action on the part of the Company, subject only to the receipt of the Company Equity Holders’ ApprovalBakkt Opco. This Agreement has been duly and validly executed and delivered by the CompanyBakkt Opco, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, a legal, valid and binding obligation of the Company Bakkt Opco enforceable against the Company Bakkt Opco in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”). The CompanyBakkt Opco’s board Board of managersManagers, by resolutions duly adopted at a meeting duly called unanimously and held or by action by unanimous written consent in accordance with the CompanyBakkt Opco’s Organizational Documents Documents: (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company Bakkt Opco and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the CompanyBakkt Opco’s members for adoption and (iv) resolved to recommend recommended that the CompanyBakkt Opco’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting Bakkt Equity Holders Approval constitutes the requisite vote of the holders of the Company Bakkt Interests to adopt and approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the CompanyBakkt Opco’s Organizational Documents.

Authorization; No Conflict. (a) The Company has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into execute, deliver and perform its obligations under this Agreement and the Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution execution, delivery and performance of its obligations under this Agreement and the consummation of the Transactions have been duly and validly authorized by the Company Board and, assuming the accuracy of Parent’s and Merger Sub’s representation and warranty set forth in Section 5.7, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions and the performance of the Company’s obligations under this Agreement, except, with respect to the Merger, for (A) the approval of this Agreement by the Requisite Company Vote and (B) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware. At a meeting duly called and held, the Company Board unanimously (i) determined that this Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Stockholders; (ii) adopted, approved and declared advisable this Agreement and the Transactions, including the Merger, in accordance with the DGCL, and approved the execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly authorized by all requisite limited liability company action on Transactions, including the part Merger; and (iii) resolved to recommend that the Stockholders vote to approve the adoption of the Company, subject only to the receipt of the Company Equity Holders’ Approvalthis Agreement. This Agreement has been duly and validly executed and delivered by the CompanyCompany and, and (assuming the due authorization, execution and delivery hereof by any other applicable parties thereto) constitutesXxxxxx and Merger Sub, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) general applicability (the “Enforcement ExceptionsBankruptcy and Equity Exception”). The Company’s board of managersOther than the Requisite Company Vote, by resolutions duly adopted at a meeting duly called and held no stockholder votes or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions consents are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that necessary to authorize this Agreement be submitted or to consummate the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this AgreementTransactions. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents.​

Authorization; No Conflict. (a) The Company Each of Parent and Merger Sub has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and the Transaction Documents all other agreements and documents contemplated hereby to which it is a party, party and to carry out its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution and delivery by the Company of this Agreement by Parent and the Transaction Documents to which it is a partyMerger Sub, the performance by the Company Parent and Merger Sub of its their respective obligations hereunder and thereunder and the consummation by the Company Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by all requisite limited liability company action the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of the CompanyParent, subject only to the receipt Merger Sub or any of the Company Equity Holders’ ApprovalParent Subsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby, except for the approval of the holders of a majority of the issued and outstanding shares of Parent Common Stock present and voting in accordance with the requirements of the NYSE (the "Required Parent Stockholder Vote") of the issuance of the shares of Parent Common Stock in connection with the Merger (the "Share Issuance") and the approval of the Merger by Parent as the owner of all the outstanding member's interests of Merger Sub. This Agreement has been duly and validly executed and delivered by the Company, Parent and (assuming due authorization, execution Merger Sub and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Parent and Merger Sub, enforceable against the Company in accordance with its terms, except as such to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium reorganization or similar Laws other laws affecting the enforcement of creditors’ ' rights generally and or by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documentsequitable principles.

Authorization; No Conflict. (a) The Company has full limited liability company the requisite corporate power and, upon receipt of the Company Equity Holders’ Approval, and authority to enter into and deliver this Agreement and, assuming the accuracy of the representations and warranties of Parent set forth in Section 3.7 and that the Transaction Documents to which it Merger is a partyconsummated in accordance the DGCL, to carry out its obligations hereunder hereunder. Assuming the accuracy of the representations and thereunder and to consummate warranties of Parent set forth in Section 3.7, the Transactions. The execution and delivery by the Company of this Agreement and by the Transaction Documents to which it is a partyCompany, the performance by the Company of its obligations hereunder and thereunder the consummation by the Company of the Merger have been duly authorized and approved by the Company Board. Assuming the accuracy of the representations and warranties of Parent set forth in Section 3.7 and that the Merger is consummated in accordance with the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions have been duly authorized transactions contemplated by all requisite limited liability company action on this Agreement (other than, with respect to the part consummation of the CompanyMerger and the adoption of this Agreement, subject only to the receipt of the Company Equity Holders’ ApprovalRequired Vote). This Agreement has been duly and validly executed and delivered by the Company, Company and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting creditors’ or relating to the enforcement of creditors rights generally and by general equitable principles of equity (regardless of general applicability, whether enforcement is sought considered in a proceeding at law or in equity) equity (the “Enforcement ExceptionsBankruptcy and Equity Exception”). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, Written Consent satisfies the Company Required Vote and its members, (ii) approved this Agreement, is the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite only vote of the holders of any class or series of capital stock of the Company Interests required to adopt this Agreement and approve this Agreement, the Transaction Documents, transactions contemplated hereby is the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational DocumentsCompany Required Vote.

Authorization; No Conflict. (a) The Company Purchaser has the full legal -------------------------- right and all limited liability company partnership power and, upon receipt of the Company Equity Holders’ Approval, and authority required to enter into into, execute and deliver this Agreement and the Transaction Documents documents and other agreements required to which it is a party, be executed and delivered hereunder and to carry out perform fully its obligations hereunder and thereunder and to consummate the Transactionsthereunder. The execution execution, delivery and delivery by the Company performance of this Agreement and the Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have Purchaser has been duly authorized by all requisite necessary limited liability company partnership action on the part of the Company, subject only to the receipt of the Company Equity Holders’ ApprovalPurchaser. This Agreement has been duly executed and validly delivered and constitutes, and each of the other agreements and documents to be delivered by Purchaser hereunder when executed and delivered by Purchaser will constitute, the Company, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, a legal, valid and binding obligation of the Company Purchaser, enforceable against the Company Purchaser in accordance with its their respective terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws laws now or hereafter in effect affecting creditors’ ' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”)generally. The Company’s board execution, delivery and performance of managers, this Agreement and the documents and other agreements to be delivered hereunder by resolutions duly adopted at a meeting duly called Purchaser and held or the consummation of the transactions contemplated hereby and thereby by action by unanimous written consent in accordance with the Company’s Organizational Documents Purchaser will not (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its membersviolate any provision of Purchaser's certificate of limited partnership or agreement of limited partnership, (ii) approved violate, or result in the breach of any of the terms of, result in an adverse modification of the effect of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any material contract to which Purchaser is a party or by or to which it or any of its assets or properties may be bound or subject, excluding in any case such violations, conflicts, breaches or defaults that would not reasonably be expected to have a Material Adverse Effect on Purchaser's ability to consummate the transactions contemplated by this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to violate any order, judgment, injunction, award or decree of any Governmental Authority by which Purchaser, or the Company’s members for adoption and assets, properties or business of Purchaser are bound or (iv) resolved to recommend that Purchaser's knowledge, violate any Law except where such violation would not reasonably be expected to have a Material Adverse Effect on Purchaser's ability to consummate the Company’s members adopt transactions contemplated by this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents.