Common use of Authorization; No Conflict Clause in Contracts

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority, and has taken all corporate action necessary, to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its respective terms, subject in each case to the Bankruptcy and Equity Exception. (b) None of the execution, delivery or performance of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of, contravene or conflict with the certificate of incorporation or bylaws, or similar organizational documents, of Parent or Merger Sub, (ii) assuming compliance with the matters referred to in Section 5.3(c), conflict with or result in a violation or breach of any applicable Judgment or any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 5.3(c), require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default or termination under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or Merger Sub is entitled under any provision of any Contract binding upon Parent or Merger Sub or any Authorization affecting, or relating in any way to, the assets or the business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with only such exceptions, in the case of each of clauses (ii) through (iv), 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 ▇▇▇▇▇▇ and Merger Sub of this Agreement and the consummation by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub of the transactions contemplated by this Agreement 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 and Foreign Investment 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 or New York Stock Exchange rules and (v) actions, approvals or filings the failure of which to make or obtain has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent Harpoon has full legal right and Merger Sub has the all requisite corporate power and authorityauthority to execute and deliver each of the Transaction Documents, and has taken all corporate action necessary, to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated thereby and to perform its obligations thereunder. The execution and delivery by this AgreementHarpoon of each of the Transaction Documents, the consummation of the transactions contemplated thereby and the performance of its obligations thereunder have been duly and validly authorized by all necessary corporate action on the part of Harpoon. This Agreement Each of the Transaction Documents has been duly and validly executed and delivered by ▇▇▇▇▇▇ Harpoon and ▇▇▇▇▇▇ Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub Harpoon, enforceable against Parent and Merger Sub it in accordance with its respective terms, subject other than the Sublease, which shall be executed and delivered by Harpoon upon the Series B Closing and shall thereupon constitute a valid and binding obligation of Harpoon, enforceable against it in each case to the Bankruptcy and Equity Exceptionaccordance with its terms. (b) None of the The execution, delivery or and performance of this Agreement the Transaction Documents by Parent or Merger SubHarpoon, and the consummation by Parent or Merger Sub of the transactions contemplated by this Agreementthereby (including the Distribution), do not and will not, with or compliance by Parent without notice, lapse of time or Merger Sub with any of the provisions herein will both: (i) result in a violation or breach of, contravene or conflict with the certificate of incorporation or bylaws, or similar organizational documents, of Parent or Merger Sub, (ii) assuming compliance with the matters referred to in Section 5.3(c), conflict with or result in a breach or violation or breach of any applicable Judgment the Charter Documents or any provision resolution, action or written consent of the board of directors or stockholders of Harpoon; (ii) require any applicable Lawconsent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Entity; (iii) assuming compliance with the matters referred to conflict with, result in Section 5.3(c), require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default modification or termination under, or cause or permit the give any Person a right of termination, cancellation, acceleration acceleration, suspension or other change of any right or obligation or revocation under, result in the loss of a material benefit or the imposition of any benefit obligation under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Transferred Contract or permit to which Parent Harpoon is a party or Merger Sub is entitled under any provision of any Contract binding upon Parent or Merger Sub by which Harpoon or any Authorization affectingof the Transferred Assets are bound, which consent, waiver, approval, notice, filing, declaration or relating in any way to, authorization has not been obtained or given on or before the assets or the business of Parent and its Subsidiaries or date hereof; (iv) result in the creation or imposition of any Lien on any asset of Parent Transferred Assets; or (v) violate any Law to which Harpoon, the Business or any of its Subsidiariesthe Transferred Assets are subject or bound. [ ] = Certain confidential information contained in this document, with only such exceptionsmarked by brackets, in the case of each of clauses (ii) through (iv), 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 ▇▇▇▇▇▇ and Merger Sub of this Agreement and the consummation by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub of the transactions contemplated by this Agreement require no action by or in respect of, or filing by or with, any Governmental Authority, except for (i) filing the Certificate of Merger is filed with the Secretary of State of the State of Delaware, (ii) compliance with Securities and filings Exchange Commission pursuant to Antitrust Laws and Foreign Investment Laws, if any, (iii) compliance with any applicable requirements Rule 406 of the Securities ActAct of 1933, the Exchange Act and any other United States state or federal securities Laws, (iv) compliance with any Nasdaq or New York Stock Exchange rules and (v) actions, approvals or filings the failure of which to make or obtain has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectas amended.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority, authority to enter into and has taken all corporate action necessary, to execute, deliver and perform its obligations under this Agreement and to consummate carry out its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the transactions contemplated performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by the respective Boards of Directors of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub 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. This Agreement has been duly executed and delivered by ▇▇▇▇▇▇ Parent and ▇▇▇▇▇▇ Merger Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub in accordance with its respective terms, subject in each case to the Bankruptcy and Equity Exception. (b) None of Neither the execution, execution and delivery or performance of this Agreement by Parent or Merger Sub, Sub nor the performance or consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, or compliance by Parent or Merger Sub with any of the provisions herein Transactions will (i) result in a violation or breach of, contravene of or conflict with the certificate or articles of incorporation or bylaws, or similar organizational documents, bylaws of Parent or Merger Sub, (ii) assuming compliance with the matters referred to in Section 5.3(c), conflict with or result in a violation or breach of or conflict with any applicable Judgment provisions of, or any provision result in the loss of any applicable Law, (iii) assuming compliance with the matters referred to in Section 5.3(c), require any consent material benefit under or other action by any Person under, constitute a default, default (or an event thatwhich, with or without notice or lapse of time or both, would constitute a default or termination default) under, or cause or permit result in the termination, cancellationcancellation 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 other change result in the creation of any right Lien upon any of the properties or obligation assets owned or operated by Parent or Merger Sub under any of the loss terms, conditions or provisions of any benefit material Contract to which Parent or Merger Sub is entitled under any provision of any Contract binding upon a party or by which Parent or Merger Sub or any Authorization affecting, of their respective properties or relating in any way to, the assets or the business of Parent and its Subsidiaries may be bound or (iviii) result in the creation violate any Judgment or imposition of any Lien on any asset of Law applicable to Parent or Merger Sub or any of its Subsidiariestheir respective properties or assets other than any such event or events described in items (i), with only such exceptions, in the case of each of clauses (ii) through or (iv), as would not reasonably be expected to haveiii) that, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution, delivery and performance by ▇▇▇▇▇▇ and Merger Sub of this Agreement and the consummation by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub of the transactions contemplated by this Agreement 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 and Foreign Investment 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 or New York Stock Exchange rules and (v) actions, approvals or filings the failure of which to make or obtain has have not had and would not reasonably be expected likely to have, individually or in the aggregate, have a 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.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has Neither the requisite corporate power and authority, and has taken all corporate action necessary, to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its respective terms, subject in each case to the Bankruptcy and Equity Exception. (b) None of the execution, delivery or performance of this Agreement by Parent or Merger Sub, the Seller nor the consummation by Parent the Company or Merger Sub the Seller of the transactions contemplated by this Agreement, or hereby nor compliance by Parent the Company or Merger Sub the Seller with any of the provisions herein will (i) result in a violation or breach of, contravene of or conflict with the certificate or articles of incorporation incorporation, bylaws or bylaws, other organizational documents of the Company or similar organizational documents, any of Parent or Merger Subthe Company Subsidiaries, (ii) assuming compliance with the matters referred to in Section 5.3(c), conflict with or result in a violation or breach of or conflict with any applicable Judgment provisions of, or any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 5.3(c), require any consent or other action by any Person under, constitute a default, default (or an event thatwhich, with or without notice or lapse of time or both, would constitute a default or termination default) under, or cause or permit result in the termination, cancellation, 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 affectingcancellation of, or relating give rise to a right of purchase under, or accelerate the performance required by, or result in any way toa right of termination or acceleration under, the assets or the business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien on upon any asset of Parent the properties or assets owned or operated by the Company or any Company Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to the Company or any Company Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which the Company or any of its Subsidiariesthe Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, with only approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (b) below, violate any judgment, ruling, order, writ, injunction, decree, statute, law (including the common law), rule or regulation applicable to the Company or any of the Company Subsidiaries or any of their respective properties or assets, other than any such exceptions, event described in the case of each of clauses items (ii) through or (iv), as would not reasonably be expected to haveiii) which, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution, delivery and performance by ▇▇▇▇▇▇ and Merger Sub of this Agreement and the consummation by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub of the transactions contemplated by this Agreement 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 and Foreign Investment 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 or New York Stock Exchange rules and (v) actions, approvals or filings the failure of which to make or obtain has not had and would not reasonably be expected to havehave or result in a Company Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental or regulatory authority is necessary to be obtained or made by the Company or any Company Subsidiary in connection with the Seller’s execution, delivery and performance of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for compliance with the HSR Act, except where the failure to obtain or take such action, individually or in the aggregate, has not had and would not reasonably be expected to have or result in a Parent Company Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub The Company has the requisite corporate power and authorityauthority to enter into and deliver this Agreement and, subject to the adoption of the Plan of Merger by the Company’s shareholders under the MBCA and has taken all corporate action necessarythe Company Charter Documents, to execute, deliver and perform carry out its obligations under hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions have been duly authorized and approved by the Company Board and the Special Committee. No other corporate proceeding on the part of the Company is necessary to consummate authorize the transactions contemplated by execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions, except for the approval of the Merger and adoption of the Plan of Merger by the holders of a majority of the issued and outstanding Shares (the “Required Company Shareholder Vote”). This Agreement has been duly executed and delivered by ▇▇▇▇▇▇ the Company and ▇▇▇▇▇▇ Sub andconstitutes a valid and binding obligation of the Company, assuming the due and valid authorization, execution and delivery hereof thereof by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub Sub, enforceable against Parent and Merger Sub the Company in accordance with its respective terms, subject in each case to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors rights generally and equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) None of Neither the execution, execution and delivery or performance of this Agreement by Parent the Company nor the performance or Merger Sub, the consummation by Parent or Merger Sub the Company of the transactions contemplated by this Agreement, or compliance by Parent or Merger Sub with any of the provisions herein Transactions will (i) result in a violation or breach of, contravene of or conflict with the certificate of incorporation or bylaws, or similar organizational documents, of Parent or Merger Sub, Company Charter Documents; (ii) assuming compliance with the matters referred to result in Section 5.3(c)a modification, violation or breach of, increased or accelerated liability or obligations under or conflict with any provisions of, or result in a violation or breach the loss of any applicable Judgment benefit under or any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 5.3(c), require any consent or other action by any Person under, constitute a default, default (or an event that, with or without notice or lapse of time or both, would constitute a default or termination default) under, or cause result in the termination or permit the terminationcancellation of, cancellation, acceleration or other change give rise to a right of purchase (including pursuant to any right or obligation of first refusal 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 affectinglike) under, or relating accelerate the performance required by, or result in any way toa right of termination or acceleration under, the assets or the business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien on upon, any asset of Parent the properties, rights or assets owned or operated by the Company or any of its SubsidiariesSubsidiaries under any of the terms, conditions or provisions of any Contract to which the Company or any of its Subsidiaries is a party or by which any of them or their respective properties, rights or assets may be bound; or (iii) subject to receipt of the Required Company Shareholder Vote and obtaining or making the Consents referred to in Section 2.3(c), violate any judgment, ruling, order, writ, injunction or decree of any Governmental Authority (“Judgment”) or any statute, code, decree, law, ordinance, rule, regulation or order of any Governmental Authority (“Law”), in each case applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, with only such exceptions, respect to events described in the case of each of foregoing clauses (ii) through and (iviii), as would not reasonably be expected to haveto, individually or in the aggregate, (A) prevent or materially impair or delay the ability of the Company to carry out its obligations under this Agreement, and to consummate the Transactions; or (B) otherwise have a Parent Company Material Adverse Effect. Section 2.3(b) of the Company Disclosure Letter sets forth a correct and complete list of Company Material Contracts pursuant to the terms of which material consents or waivers are required prior to and in respect of the consummation of the Transactions in order to avoid any of the effects described in clause (ii) of the first sentence of this Section 2.3(b) (whether or not subject to the exception set forth with respect to clauses (A) and (B) above). (c) The executionNo Consent with or of any United States federal, state or local governmental or regulatory authority, court, body or instrumentality or any governmental or regulatory authority, court, body or instrumentality outside of the United States (each, a “Governmental Authority”) is necessary to be obtained or made by the Company or any of its Subsidiaries in connection with the Company’s execution and delivery and performance by ▇▇▇▇▇▇ and Merger Sub of this Agreement and or the consummation by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub the Company of the transactions contemplated by this Agreement require no action by or in respect of, or filing by or with, any Governmental AuthorityTransactions, except for (i) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware, Minnesota and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business; (ii) the filing with the SEC of a proxy statement in definitive form relating to the Company Shareholders Meeting (such proxy statement, as amended or supplemented from time to time, the “Proxy Statement”) and compliance with and filings pursuant to Antitrust Laws and Foreign Investment Laws, if any, (iii) compliance with any other applicable requirements of the Securities Exchange Act, ; (iii) such reports under Section 13 or 16 of the Exchange Act as may be required in connection with this Agreement and any other United States state or federal securities Laws, the Transactions; (iv) compliance with any Nasdaq or New York Stock Exchange the rules and of NASDAQ; (v) actionssuch Consents as may be required under any applicable foreign or state securities, approvals “blue sky” or filings takeover law; (vi) such Consents as may be required under the failure ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “HSR Act”) and under the Other Antitrust Laws set forth in Section 6.1(c) of the Company Disclosure Letter; (vii) the other Consents with or of Governmental Authorities set forth in Section 2.3(c) of the Company Disclosure Letter; and (viii) such other Consents which to make if not obtained or obtain has not had and made would not reasonably be expected to haveto, individually or in the aggregate, (A) prevent or materially impair or delay the ability of the Company to carry out its obligations under this Agreement, and to consummate the Transactions; or (B) otherwise have a Parent Company Material Adverse Effect. (d) On or prior to the date hereof, a committee consisting of only disinterested directors of the Company Board, which complies with the requirements for such a committee set forth in Section 302A.673, Subd. 1(d), of the MBCA, and acting in accordance with Section 302A.673 of the MBCA (the “Special Committee”) has duly and unanimously: (i) approved this Agreement, the Plan of Merger and the Transactions (including the Merger and the Voting Agreement), which approval, to the extent applicable and assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 3.7, constituted approval for the purposes of Sections 302A.671 and 302A.673 of the MBCA as a result of which this Agreement, the Plan of Merger and the Transactions, including the Merger, the Voting Agreement and the other Transactions, are not and will not be subject to the restrictions on “control share acquisitions” or “business combinations” with an “interested shareholder” under the provision of Sections 302A.671 and 302A.673, respectively, of the MBCA; and (ii) recommended to the Company Board that the Company Board approve this Agreement, the Plan of Merger and the Transactions (including the Merger and the Voting Agreement). (e) On or prior to the date hereof, the Company Board has duly and unanimously adopted and as of the date hereof has not rescinded or modified in any way resolutions, (i) declaring that this Agreement, the Plan of Merger and the Transactions, including the Merger, are fair to and in the best interests of the Company and its shareholders; (ii) approving and declaring advisable this Agreement, the Plan of Merger and the Transactions, including the Merger (such approval having been made in accordance with the MBCA, including for purposes of Section 302A.613, Subd.1, thereof); (iii) recommending that the Company’s shareholders approve the Merger and adopt the Plan of Merger (such recommendations, the “Board Recommendation,” and such actions by the Company Board in this Section 2.3(e) and the actions of the Special Committee set forth in Section 2.3(d), collectively, the “Board Actions”); and (iv) directing that the approval of the Merger and the adoption of the Plan of Merger be submitted as promptly as practicable to the shareholders of the Company. (f) Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 3.7, no further action is required by the Company Board (or any committee thereof) or the shareholders of the Company to render inapplicable to this Agreement, the Merger, the Voting Agreement and the other Transactions (i) the restrictions on a “control share acquisition” (as defined in Section 302A.011, Subd. 38, of the MBCA) set forth in Section 302A.671 of the MBCA; (ii) the restrictions on “business combinations” with an “interested shareholder” (each as defined in Section 302A.011, Subd. 46 and Subd. 49, respectively, of the MBCA) set forth in Section 302A.673 of the MBCA; (iii) other similar anti-takeover statute or regulation in effect under Minnesota law; or (iv) any anti-takeover provision in the Company Charter Documents and, accordingly, none of the foregoing anti-takeover or similar statute or regulation or any anti-takeover provision in the Company Charter Documents applies to this Agreement, the Merger, the Voting Agreement or any other Transactions. Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 3.7, no other “moratorium”, “control share acquisition”, “business combination”, “fair price” or other form of anti-takeover Laws are or will be applicable to the Merger or the other Transactions, nor will any such Laws restrict, impair or delay the ability of Parent or Merger Sub after the Closing to vote or otherwise exercise all rights as a shareholder of the Company.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority, and has taken all corporate action necessary, to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by ▇▇▇▇▇▇ Parent and ▇▇▇▇▇▇ Merger Sub and constitutes a legal, valid and binding obligation of Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub is enforceable against Parent and Merger Sub in accordance with its respective terms, subject in each case to the Bankruptcy and Equity Exception. (b) None of Neither the execution, execution and delivery or performance of this Agreement by Parent or Merger Sub, nor the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, or Transactions nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of, contravene or conflict with the certificate of incorporation or bylaws, or similar organizational documents, bylaws of Parent or Merger Sub, (ii) assuming compliance with the matters referred to in Section 5.3(c6.3(c), conflict with or result in a violation or breach of any applicable Judgment or any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 5.3(c6.3(c), require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default or termination under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or Merger Sub any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent or Merger Sub any of its Subsidiaries or any Authorization affecting, or relating in any way to, the assets or the business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with only such exceptionsexcept as would not, in the case of each of clauses (ii), (iii) through and (iv), 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 contemplated by this Agreement Transactions require no action by or in respect of, or filing by or with, any Governmental Authority, except for (i) filing the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) compliance with and filings pursuant to the HSR Act and applicable Antitrust Laws and Foreign Investment 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 or New York Stock Exchange NASDAQ rules and (v) actions, approvals actions or filings the failure of which to make or obtain has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of This Agreement and other Transaction Documents to which the Parent is a party (the “Parent Closing Documents”) have been or will be prior to Closing duly executed and delivered by the Parent and Merger Sub has constitute the requisite corporate power and authoritylegal, valid, and binding obligations of the Parent, as the case may be, enforceable against the Parent in accordance with their respective terms, in each case except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors’ rights generally and (ii) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The Parent has taken all corporate action necessaryrequisite power, authority and capacity to execute, execute and deliver this Agreement and the Parent Closing Documents and to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its respective terms, subject in each case to the Bankruptcy and Equity ExceptionClosing Documents. (b) None Except as set forth in Schedule 6.2, neither the execution and delivery of this Agreement and the execution, delivery Parent Closing Documents nor the consummation or performance of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, or compliance by Parent or Merger Sub with any of the provisions herein will Transactions will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation or breach of, contravene or conflict with of (A) any provision of the certificate Organizational Documents of incorporation or bylaws, or similar organizational documents, of the Parent or Merger Sub, (B) any resolution or other action taken by the members or the managers of the Parent; (ii) assuming compliance contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the matters referred right to in Section 5.3(c)challenge, any of the Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Parent or any of the assets owned or used by the Parent, may be subject; or (iii) contravene, conflict with or result in a violation or breach of any applicable Judgment provision of, or any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 5.3(c), require any consent or other action by give any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute the right to declare a default or termination exercise any remedy under, or cause to accelerate the maturity or permit the terminationperformance of, cancellationor to cancel, acceleration terminate or other change of modify, any right or obligation or the loss of any benefit Contract to which the Parent is a party or Merger Sub is entitled under any provision of any Contract binding upon by which the Parent or Merger Sub or any Authorization affecting, or relating in any way to, the assets or the business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with only such exceptions, may be bound; except in the case of each of clauses (ii) through and (iv)iii) above, as would for such contraventions, conflicts, violations or breaches which, individually and in the aggregate, could not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse EffectEffect on the Parent. (c) The executionExcept as set forth in Schedule 6.2, the Parent is not, nor will be, required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery and performance by ▇▇▇▇▇▇ and Merger Sub of this Agreement and or the consummation by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub or performance of any of the transactions contemplated by this Agreement 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 and Foreign Investment 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 or New York Stock Exchange rules and (v) actions, approvals or filings the failure of which to make or obtain has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectTransactions.

Authorization; No Conflict. (a) Each of Parent and Merger Sub The Company has the requisite corporate power and authority, authority to enter into and has taken all corporate action necessary, to execute, deliver and perform its obligations under this Agreement and all other agreements and documents contemplated hereby to consummate which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company. No other corporate proceedings on the part of the Company or any of the Company Subsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions 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 ▇▇▇▇▇▇ the Company and ▇▇▇▇▇▇ Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub the Company, enforceable against Parent and Merger Sub in accordance with its respective terms, subject in each case to the Bankruptcy and Equity Exception. (b) None of Neither the execution, execution and delivery or performance of this Agreement by Parent or Merger Sub, the Company nor the consummation by Parent or Merger Sub the Company of the transactions contemplated by this Agreement, or hereby nor compliance by Parent or Merger Sub the Company with any of the provisions herein will (i) result in a violation or breach of, contravene of or conflict with the (x) certificate or articles of incorporation or bylawsbylaws of the Company or any Company Subsidiary that is a corporation, (y) the articles or certificate of formation or the limited liability company agreement of any Company Subsidiary that is a limited liability company, or similar (z) the certificate of limited partnership or partnership agreement of any Company Subsidiary that is a limited partnership, or the organizational documents, documents of Parent or Merger Subany other Company Subsidiary, (ii) assuming compliance with the matters referred to in Section 5.3(c), conflict with or result in a violation or breach of or conflict with any applicable Judgment provisions of, or any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 5.3(c), require any consent or other action by any Person under, constitute a default, default (or an event thatwhich, with or without notice or lapse of time or both, would constitute a default or termination default) under, or cause or permit result in the termination, cancellation, 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 affectingcancellation of, or relating give rise to a right of purchase under, or accelerate the performance required by, or result in any way toa right of termination or acceleration under, the assets or the business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien on (as defined in Section 2.4(b)) upon any asset of Parent the properties or assets owned or operated by the Company or any Company Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to the Company or any Company Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which the Company or any of its Subsidiariesthe Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, with only approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (c) below, violate any judgment, ruling, order, writ, injunction, decree, statute, law (including the common law), rule or regulation applicable to the Company or any of the Company Subsidiaries or any of their respective properties or assets, other than any such exceptions, event described in the case of each of clauses items (ii) through or (iv), as would not reasonably be expected to haveiii) which, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution, delivery and performance by ▇▇▇▇▇▇ and Merger Sub of this Agreement and the consummation by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub of the transactions contemplated by this Agreement 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 and Foreign Investment 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 or New York Stock Exchange rules and (v) actions, approvals or filings the failure of which to make or obtain has not had and would not reasonably be expected to havehave a Company Material Adverse Effect. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by the Company or any Company Subsidiary in connection with the Company’s execution, delivery and performance of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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 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(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) compliance with the rules of the 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 (vi) 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 action, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub The Company has the requisite full corporate power and authority, authority to enter into and has taken deliver this Agreement and all corporate action necessaryother agreements and documents contemplated hereby to which it is a party, to execute, deliver and perform carry out its obligations under this Agreement hereunder and thereunder and to consummate the transactions contemplated Transactions. The execution and delivery of this Agreement by the Company, the performance by the Company and the Company Subsidiaries of their respective obligations hereunder and the consummation by 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 of the Company Subsidiaries. No other corporate or other proceedings on the part of the Company or any Company Subsidiary are necessary to authorize the execution and delivery of this Agreement, the performance by the Company and the Company Subsidiaries of their respective obligations hereunder and the consummation by the Company and the Company Subsidiaries of the Transactions. This Agreement has been duly executed and delivered by ▇▇▇▇▇▇ the Company and ▇▇▇▇▇▇ Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub the Company, enforceable against Parent and Merger Sub in accordance with its respective terms, subject in each case to bankruptcy, insolvency or similar Laws affecting the Bankruptcy enforcement of creditors’ rights generally and Equity Exceptionequitable principles of general applicability. (b) None of the The execution, delivery or performance of this Agreement by Parent or Merger Subthe Company, the consummation by Parent or Merger Sub the Company of the transactions contemplated by this Agreement, or Transactions and compliance by Parent or Merger Sub the Company and the Company Subsidiaries with any of the provisions applicable to the Company and the Company Subsidiaries herein does not and will (i) result in a violation or breach of, contravene or conflict with the certificate of incorporation or bylaws, or similar organizational documents, of Parent or Merger Sub, (ii) assuming compliance with the matters referred to in Section 5.3(c)not violate, conflict with or result in a violation or breach of any applicable Judgment provision of, or any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 5.3(c), require any consent or other action by any Person under, constitute a default, default (or an event thatwhich, with or without notice or lapse of time or both, would constitute a default or termination default) under, or cause or permit result in the termination, cancellation, 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 affectingtermination of, or relating accelerate the performance required by, or result in a right of termination or acceleration under, or give rise to any way toobligation to make payments or provide compensation under, the assets or the business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien on Lien, other than a Permitted Lien, upon any asset of Parent the properties or assets of the Company or a Company Subsidiary under any of the terms, conditions or provisions of: (i) the certificate or articles of incorporation or bylaws or other similar organizational documents of the Company or any of its the Company Subsidiaries, with only such exceptionsor any resolution adopted by Company Board or the board of directors of any of the Company Subsidiaries, in the case of each of clauses (ii) through any Company Material Contract, or (iviii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 3.3(c), as would not reasonably be expected any judgment, ruling, order, writ, injunction or decree (“Judgment”) or any Law applicable to havethe Company or any of the Company Subsidiaries or any of their respective properties or assets, other than with respect to clause (ii) only, which, individually or in the aggregate, has not had or would not reasonably be expected to have a Parent 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. (c) The No Governmental Authorization, or any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is necessary to be obtained or made by the Company or any Company Subsidiary in connection with the Company’s execution, delivery and performance by ▇▇▇▇▇▇ and Merger Sub of this Agreement and or the consummation by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub the Company of the transactions contemplated by this Agreement require no action by or in respect of, or filing by or with, any Governmental AuthorityTransactions, except for (i) filing compliance with and filings pursuant to the Certificate of Merger with the Secretary of State of the State of DelawareHSR Act or any other applicable Antitrust Law, (ii) compliance with and filings pursuant to Antitrust Laws under the National Industrial Security Program Operating Manual (“NISPOM”), and Foreign Investment Laws, if any, (iii) compliance 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 any applicable requirements respect to Company Products, and except in the case of the Securities Actthis clause (iii) only, the Exchange Act and any other United States state or federal securities Laws, (iv) compliance with any Nasdaq or New York Stock Exchange rules and (v) actions, approvals or filings where the failure of which to make obtain or obtain has not had and would not reasonably be expected to havetake such action, individually or in the aggregate, has not had or would not reasonably be expected to have a Parent Material Adverse Effect.material 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. 3.4

Authorization; No Conflict. (a) Each of Parent and Merger Sub The Company has the requisite corporate power and authority, authority to enter into and has taken all corporate action necessary, to execute, deliver and perform its obligations under this Agreement and all other agreements and documents contemplated hereby to consummate which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the transactions contemplated Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions have been duly authorized and approved by the Company Board. No other corporate proceedings on the part of the Company or any of the Company Subsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions, except, in the case of the Merger (to the extent required by the DGCL), for the approval of this Agreement by the holders of a majority of the issued and outstanding Shares (the “Required Company Stockholder Vote”). This Agreement has been duly executed and delivered by ▇▇▇▇▇▇ the Company and ▇▇▇▇▇▇ Sub and, assuming the due authorization, execution and delivery hereof by the CompanyParent and Merger Sub, constitutes a legal, valid and binding obligation of Parent and Merger Sub the Company, enforceable against Parent and Merger Sub the Company in accordance with its respective terms, subject in each case to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors rights generally and equitable principles of general applicability, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) None of Neither the execution, execution and delivery or performance of this Agreement by Parent or Merger Sub, the Company nor the consummation by Parent or Merger Sub the Company of the transactions contemplated by this Agreement, or Transactions nor compliance by Parent or Merger Sub the Company with any of the provisions herein will (i) result in a violation or breach of, contravene of or conflict with the certificate of incorporation Company Charter Documents or bylaws, or similar organizational documents, of Parent or Merger Subthe Subsidiary Documents, (ii) assuming compliance with the matters referred to in Section 5.3(c), conflict with or result in a violation or breach of or conflict with any applicable Judgment provisions of, or any provision result in the loss of any applicable Law, (iii) assuming compliance with the matters referred to in Section 5.3(c), require any consent benefit under or other action by any Person under, constitute a default, default (or an event thatwhich, with or without notice or lapse of time or both, would constitute a default or termination default) under, or cause or permit result in the termination, cancellationcancellation of, acceleration or other change give rise to a right of purchase (including pursuant to any right or obligation of first refusal 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 affectinglike) under, or relating accelerate the performance required by, or result in any way toa right of termination or acceleration under, the assets or the business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien on upon any asset of Parent the properties or assets owned or operated by the Company or any Company Subsidiaries under any of the terms, conditions or provisions of any Material Contract to which the Company or any of its Subsidiariesthe Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations, notifications and filings referred to in paragraph (c) below, violate any judgment, ruling, order, writ or injunction of any Governmental Authority of competent jurisdiction (“Judgment”) or any statute, code, decree, law, ordinance, rule, regulation or executive order of any Governmental Authority (“Law”) applicable to the Company, any of the Company Subsidiaries or any of their respective properties or assets, except, with only such exceptions, in the case of each of clauses respect to clause (ii) through (iviii), as would not reasonably be expected to havefor any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not reasonably be expected to have a Parent Company Material Adverse Effect. (c) The No consent, approval, order or authorization of, or registration, declaration, notification to or filing with, any Governmental Authority of competent jurisdiction is necessary to be obtained or made by the Company or any Company Subsidiary in connection with the Company’s execution, delivery and performance by ▇▇▇▇▇▇ and Merger Sub of this Agreement and or the consummation by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub the Company of the transactions contemplated by this Agreement require no action by or in respect of, or filing by or with, any Governmental AuthorityTransactions, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Merger; (ii) compliance with and filings pursuant to Antitrust Laws and Foreign Investment Laws, if any, (iii) compliance with any applicable requirements of the Securities Act, Exchange Act and state securities or “blue sky” laws (the “Blue-Sky Laws”), including without limitation, the filing with the SEC of: (A) the Schedule 14D-9, (B) if necessary, a proxy statement in definitive form relating to the Company Stockholders Meeting (as defined in Section 6.1(b)) (such proxy statement, as amended or supplemented from time to time, (the “Proxy Statement”)), (C) any information statement required by Rule 14f-1 promulgated by the SEC under the Exchange Act (the “Information Statement”) in connection with the Offer, and (D) such reports under Section 13 or 16 of the Exchange Act and any other United States state or federal securities Lawsthe rules and regulations promulgated thereunder, as may be required in connection with this Agreement and the Transactions; (iv) compliance with any Nasdaq or New York Stock Exchange the rules of Nasdaq; and (v) actionssuch consents, approvals approvals, orders, authorizations, filings, declarations, notifications or filings the failure of which to make registrations, that if not obtained, made or obtain has not had and given, would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority, and has taken all corporate action necessary, to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by ▇▇▇▇▇▇ Parent and ▇▇▇▇▇▇ Merger Sub and constitutes a legal, valid and binding obligation of Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub is enforceable against Parent and Merger Sub in accordance with its their respective terms, subject in each case to the Bankruptcy and Equity Exception. (b) None of Neither the execution, execution and delivery or performance of this Agreement by Parent or Merger Sub, nor the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, or Transactions nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of, contravene or conflict with the certificate of incorporation or bylaws, or similar organizational documents, of Parent or Merger Sub, (ii) assuming compliance with the matters referred to in Section 5.3(c6.3(c), conflict with or result in a violation or breach of any applicable Judgment or any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 5.3(c6.3(c), require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default or termination under, or cause or permit the termination, cancellationcancelation, 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 relating in any way to, the assets or the business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with only such exceptions, in the case of each of clauses (ii) through (iv), 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 contemplated by this Agreement 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 and Foreign Investment 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 or New York Stock Exchange NASDAQ rules and (v) actions, approvals actions or filings the failure of which to make or obtain has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent Bourbon and Merger Sub has Subsidiary have the requisite --------------------------- full right, corporate power and authorityauthority to enter into, and has taken all corporate action necessary, to execute, deliver and perform its their obligations under this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its respective terms, subject in each case to the Bankruptcy and Equity Exception. (b) None of the The execution, delivery or and performance of this Agreement by Parent Bourbon and 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 execution, delivery, or Merger Subperformance of this Agreement, nor the consummation by Parent or Merger Sub of the transactions contemplated by this Agreementhereby will: (a) violate, conflict with, or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation breach of any provision of the articles of incorporation of Bourbon, or breach of, contravene or conflict with the certificate of incorporation of Merger Subsidiary or bylawsthe bylaws of Bourbon or Merger Subsidiary; or (b) (i) violate, conflict with, or similar organizational documents, result in a breach of Parent or Merger Subany provision of, (ii) assuming compliance with the matters referred to in Section 5.3(c), conflict with or result in a violation or breach of any applicable Judgment or any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 5.3(c), require any consent or other action by any Person under, constitute a default, default (or an event thatwhich, with or without notice or lapse of time or both, would constitute a default or termination default) under, (iii) result in the termination of or cause or permit accelerate the terminationperformance required by, cancellation, 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 relating in any way to, the assets or the business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien on lien, security interest, charge or encumbrance upon any asset of Parent the properties or assets of Bourbon or Merger Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, lease, license, agreement or other instrument or obligation which binds Bourbon or Merger Subsidiary or any assets of its SubsidiariesBourbon or Merger Subsidiary which violation, with only such exceptionsconflict, in breach, default, termination or acceleration of performance, lien, security interest, charge or encumbrance would have a material adverse effect on Bourbon and Merger Subsidiary, taken as a whole; or (c) subject to receipt of governmental approvals required to consummate the case transactions contemplated by this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation of each any governmental body applicable to Bourbon or Merger Subsidiary or any assets of clauses (ii) through (iv)Bourbon or Merger Subsidiary, as would not reasonably be expected to havethe violation of which is, individually either separately or in the aggregate, a Parent Material Adverse Effectmaterial to the financial condition or properties of Bourbon or Merger Subsidiary. (c) The execution, delivery and performance by ▇▇▇▇▇▇ and Merger Sub of this Agreement and the consummation by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub of the transactions contemplated by this Agreement 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 and Foreign Investment 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 or New York Stock Exchange rules and (v) actions, approvals or filings the failure of which to make or obtain has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub The Company has the requisite corporate power and authority, authority to enter into and has taken all corporate action necessary, to execute, deliver and perform its obligations under this Agreement and all other agreements and documents contemplated hereby to consummate which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company. No other corporate proceedings on the part of the Company or any of the Company Subsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions 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 ▇▇▇▇▇▇ the Company and ▇▇▇▇▇▇ Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub the Company, enforceable against Parent and Merger Sub in accordance with its respective terms, subject in each case to the Bankruptcy and Equity Exception. (b) None of Neither the execution, execution and delivery or performance of this Agreement by Parent or Merger Sub, the Company nor the consummation by Parent or Merger Sub the Company of the transactions contemplated by this Agreement, or hereby nor compliance by Parent or Merger Sub the Company with any of the provisions herein will (i) result in a violation or breach of, contravene of or conflict with the (x) certificate or articles of incorporation or bylawsbylaws of the Company or any Company Subsidiary that is a corporation, (y) the articles or certificate of formation or the limited liability company agreement of any Company Subsidiary that is a limited liability company, or similar (z) the certificate of limited partnership or partnership agreement of any Company Subsidiary that is a limited partnership, or the organizational documents, documents of Parent or Merger Subany other Company Subsidiary, (ii) assuming compliance with the matters referred to in Section 5.3(c), conflict with or result in a violation or breach of or conflict with any applicable Judgment provisions of, or any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 5.3(c), require any consent or other action by any Person under, constitute a default, default (or an event thatwhich, with or without notice or lapse of time or both, would constitute a default or termination default) under, or cause or permit result in the termination, cancellation, 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 affectingcancellation of, or relating give rise to a right of purchase under, or accelerate the performance required by, or result in any way toa right of termination or acceleration under, the assets or the business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien on (as defined in Section 2.4(b)) upon any asset of Parent the properties or assets owned or operated by the Company or any Company Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to the Company or any Company Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which the Company or any of its Subsidiariesthe Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, with only approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (c) below, violate any judgment, ruling, order, writ, injunction, decree, statute, law (including the common law), rule or regulation applicable to the Company or any of the Company Subsidiaries or any of their respective properties or assets, other than any such exceptions, event described in the case of each of clauses items (ii) through or (iv), as would not reasonably be expected to haveiii) which, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution, delivery and performance by ▇▇▇▇▇▇ and Merger Sub of this Agreement and the consummation by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub of the transactions contemplated by this Agreement 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 and Foreign Investment 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 or New York Stock Exchange rules and (v) actions, approvals or filings the failure of which to make or obtain has not had and would not reasonably be expected to havehave a Company Material Adverse Effect. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by the Company or any Company Subsidiary in connection with the Company’s execution, delivery and performance of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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 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(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) compliance with the rules of the 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 (vi) 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 action, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority, and has taken all corporate action necessary, to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub in accordance with its respective terms, subject in each case to the Bankruptcy and Equity Exception. (b) None of the execution, delivery or performance of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the transactions contemplated by this AgreementTransactions, or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of, contravene or conflict with the certificate of incorporation or bylaws, or similar organizational documents, of Parent or Merger Sub, ; (ii) assuming compliance with the matters referred to in Section 5.3(c), conflict with or result in a violation or breach of any applicable Judgment or any provision of any applicable Law, ; (iii) assuming compliance with the matters referred to in Section 5.3(c), require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default or termination under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or Merger Sub is entitled under any provision of any Contract binding upon Parent or Merger Sub or any Authorization affecting, or relating in any way to, the assets or the business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with only such exceptions, in the case of each of clauses (ii) through (iv), 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 ▇▇▇▇▇▇ and Merger Sub of this Agreement and the consummation by ▇▇▇▇▇▇ Parent and ▇▇▇▇▇▇ Merger Sub of the transactions contemplated by this Agreement 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 and Foreign Investment 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 or New York Stock Exchange rules and (v) actions, approvals actions or filings the failure of which to make or obtain has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authorization; No Conflict. (ai) Each of Parent and Merger Sub Such Seller has the requisite corporate legal power and authority, authority to enter into and has taken all corporate action necessary, to execute, deliver and perform its obligations under this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by such Seller, the performance by such Seller of its obligations hereunder and the consummation by such Seller of the transactions contemplated hereby have been duly and validly authorized and no legal proceedings on the part of such Seller are necessary pursuant to its governing documents to authorize this Agreement or to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by ▇▇▇▇▇▇ such Seller and ▇▇▇▇▇▇ Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation agreement of Parent and Merger Sub such Seller, enforceable against Parent and Merger Sub such Seller in accordance with its respective terms, subject in each case to the Bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Equity Exceptionsimilar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles. (bii) None Subject to receipt of the executionRequisite Regulatory Approvals, neither the execution and delivery or performance of this Agreement by Parent or Merger Sub, such Seller nor the consummation by Parent or Merger Sub such Seller of the transactions contemplated by this Agreement, or hereby nor compliance by Parent or Merger Sub such Seller with any of the provisions herein will (iA) result in a violation or breach of, contravene of or conflict with the certificate governing documents of incorporation or bylaws, or similar organizational documents, of Parent or Merger Subsuch Seller, (iiB) assuming compliance with the matters referred to in Section 5.3(c), conflict with or result in a violation or breach of or conflict with any applicable Judgment provisions of, or any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 5.3(c), require any consent or other action by any Person under, constitute a default, default (or an event thatwhich, with or without notice or lapse of time or both, would constitute a default or termination default) under, or cause or permit result in the termination, cancellation, 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 affectingcancellation of, or relating give rise to a right of purchase under, or accelerate the performance required by, or result in any way toa right of termination or acceleration under, the assets or the business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien on upon any asset of Parent the properties or assets owned or operated by such Seller under, or 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 such Seller is a party or by which such Seller or any of its Subsidiariesproperties or assets may be bound or (C) subject to obtaining or making the consents, with only approvals, Orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, violate any judgment, ruling, Order, writ, injunction, decree or Law applicable to such exceptionsSeller or any of its properties or assets, other than any such event described in the case of each of clauses items (iiB) through or (iv), as would not reasonably be expected to haveC) which, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution, delivery and performance by ▇▇▇▇▇▇ and Merger Sub of this Agreement and the consummation by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub of the transactions contemplated by this Agreement 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 and Foreign Investment 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 or New York Stock Exchange rules and (v) actions, approvals or filings the failure of which to make or obtain has not had and would not reasonably be expected to havehave a material adverse effect on the ability of such Seller to consummate the transactions contemplated by this Agreement. (iii) Except for the Requisite Regulatory 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 such Seller in connection with such Seller’s execution, delivery and performance of this Agreement or the consummation by such Seller of the transactions contemplated hereby or thereby, except for (A) compliance with the HSR Act and other applicable foreign competition or antitrust laws, if any and (B) such other consents, approvals, Orders or authorization of, or registrations, declarations or filings with, any Governmental Authority where the failure to obtain or take such action, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse EffectEffect on such Seller.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority, and has taken all corporate action necessary, to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub in accordance with its respective terms, subject in each case to the Bankruptcy and Equity Exception. (b) None of the execution, delivery or performance of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the transactions contemplated by this AgreementTransactions, or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of, contravene or conflict with the certificate of incorporation or bylaws, or similar organizational documents, of Parent or Merger Sub, ; (ii) assuming compliance with the matters referred to in Section 5.3(c), conflict with or result in a violation or breach of any applicable Judgment or any provision of any applicable Law, ; (iii) assuming compliance with the matters referred to in Section 5.3(c), require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default or termination under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or Merger Sub is entitled under any provision of any Contract binding upon Parent or Merger Sub or any Authorization affecting, or relating in any way to, the assets or the business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with ​ ​ only such exceptions, in the case of each of clauses (ii) through (iv), 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 ▇▇▇▇▇▇ and Merger Sub of this Agreement and the consummation by ▇▇▇▇▇▇ Parent and ▇▇▇▇▇▇ Merger Sub of the transactions contemplated by this Agreement 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 and Foreign Investment 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 or New York Stock Exchange rules ; and (viii) actions, approvals actions or filings the failure of which to make or obtain has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority, and has taken all corporate action necessary, to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by ▇▇▇▇▇▇ Parent and ▇▇▇▇▇▇ Merger Sub and constitutes a legal, valid and binding obligation of Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub is enforceable against Parent and Merger Sub in accordance with its their respective terms, subject in each case to the Bankruptcy and Equity Exception. (b) None of Neither the execution, execution and delivery or performance of this Agreement by Parent or Merger Sub, nor the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, or Transactions nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of, contravene or conflict with the certificate of incorporation or bylaws, or similar organizational documents, of Parent or Merger Sub, (ii) assuming compliance with the matters referred to in Section 5.3(c6.3(c), conflict with or result in a violation or breach of any applicable Judgment or any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 5.3(c6.3(c), require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default or termination under, or cause or permit the termination, cancellationcancelation, 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 relating in any way to, the assets or the business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with only such exceptions, in the case of each of clauses (ii) through (iv), 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 contemplated by this Agreement 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 and Foreign Investment 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 NASDAQ or New York Tokyo Stock Exchange rules and (v) actions, approvals actions or filings the failure of which to make or obtain has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub The Company has the requisite corporate power and authority, authority to enter into and has taken all corporate action necessary, to execute, deliver and perform its obligations under this Agreement and to consummate carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company. No other corporate proceedings on the part of the Company or any of the Company Subsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions 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 ▇▇▇▇▇▇ the Company and ▇▇▇▇▇▇ Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub the Company, enforceable against Parent and Merger Sub in accordance with its respective terms, subject in each case except to the Bankruptcy and Equity Exceptionextent that its enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization or other laws affecting the enforcement of creditors’ rights generally or by general equitable principles. (b) None of Neither the execution, execution and delivery or performance of this Agreement by Parent or Merger Sub, the Company nor the consummation by Parent or Merger Sub the Company of the transactions contemplated by this Agreement, or hereby nor compliance by Parent or Merger Sub the Company with any of the provisions herein will (i) result in a violation or breach of, contravene of or conflict with the (x) certificate or articles of incorporation or bylaws, bylaws of the Company or similar organizational documents, any Company Subsidiary that is a corporation or (y) the articles or certificate of Parent formation or Merger Subthe limited liability company agreement of any Company Subsidiary that is a limited liability company, (ii) assuming compliance with the matters referred to in Section 5.3(c), conflict with or result in a violation or breach of or conflict with any applicable Judgment provisions of, or any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 5.3(c), require any consent or other action by any Person under, constitute a default, default (or an event thatwhich, with or without notice or lapse of time or both, would constitute a default or termination default) under, or cause or permit result in the termination, cancellation, 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 affectingcancellation of, or relating give rise to a right of purchase under, or accelerate the performance required by, or result in any way toa right of termination or acceleration under, the assets or the business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien on (as defined in Section 2.4(b)) upon any asset of Parent the properties or assets owned or operated by the Company or any Company Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which the Company or any of its Subsidiariesthe Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries or any of their respective properties or assets is bound or (iii) subject to obtaining or making the consents, with only approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (c) below and the Required Company Stockholder Vote, violate any judgment, ruling, order, writ, injunction, decree, statute, law (including the common law), rule or regulation applicable to the Company or any of the Company Subsidiaries or any of their respective properties or assets, other than any such exceptions, event described in the case of each of clauses items (ii) through or (iv), as would not reasonably be expected to haveiii) which, individually or in the aggregate, would not reasonably be expected to have or result in a Parent Company Material Adverse Effect. (c) The 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 the Company or any Company Subsidiary in connection with the Company’s execution, delivery and performance of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ and Merger Sub Antitrust Improvement Act of this Agreement 1976, as amended, and the consummation by ▇▇▇▇▇▇ rules and ▇▇▇▇▇▇ Sub of regulations promulgated thereunder (the transactions contemplated by this Agreement require no action by “HSR Act”) and the Competition Act (Canada) (the “Competition Act”), and other applicable foreign competition 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 and Foreign Investment Lawsantitrust laws, if any, (iii) compliance the filing with any applicable requirements the SEC of (A) a proxy statement relating to the 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 Section 13(a), 13(d), 15(d) or 16(a) of the Securities Act, the Exchange Act of 1934, as amended, and any other United States state or federal securities Lawsthe rules and regulations promulgated thereunder (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) compliance with any Nasdaq or New York Stock Exchange the rules and of the NYSE, (v) actionssuch governmental or tribal consents, approvals 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 (vii) such other consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Authority where the failure of which to make obtain or obtain has not had and would not reasonably be expected to havetake such action, individually or in the aggregate, would not reasonably be expected to have or result in a Parent Company Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority, and has taken all corporate action necessary, to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by ▇▇▇▇▇▇ Parent and ▇▇▇▇▇▇ Merger Sub and constitutes a legal, valid and binding obligation of Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub is enforceable against Parent and Merger Sub in accordance with its their respective terms, subject in each case to the Bankruptcy and Equity Exception. (b) None of the execution, delivery or performance of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the transactions contemplated by this AgreementTransactions, or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of, contravene or conflict with the certificate of incorporation or bylaws, or similar organizational documents, of Parent or Merger Sub, (ii) assuming compliance with the matters referred to in Section 5.3(c6.3(c), conflict with or result in a violation or breach of any applicable Judgment or any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 5.3(c6.3(c), require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default or termination under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or Merger Sub is entitled under any provision of any Contract binding upon Parent or Merger Sub or any Authorization affecting, or relating in any way to, the assets or the business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with only such exceptions, in the case of each of clauses (ii) through (iv), 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 contemplated by this Agreement 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 and Foreign Investment 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 or New York Stock Exchange NASDAQ rules and (v) actions, approvals actions or filings the failure of which to make or obtain has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub The Company has the requisite corporate power and authority, authority to enter into and has taken all corporate action necessary, to execute, deliver and perform its obligations under this Agreement and all other agreements and documents contemplated hereby to consummate which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company. No other corporate proceedings on the part of the Company or any of the Company Subsidiaries are necessary to authorize the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby, except for the approval of this Agreement by the Required Company Stockholder Vote (as defined in Section 3.11(b)). This Agreement has been duly executed and delivered by ▇▇▇▇▇▇ the Company and ▇▇▇▇▇▇ Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub the Company, enforceable against Parent and Merger Sub in accordance with its respective terms, subject in each case except to the Bankruptcy and Equity Exceptionextent that its enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization or other laws affecting the enforcement of creditors' rights generally or by general equitable principles. (b) None of Neither the execution, execution and delivery or performance of this Agreement by Parent or Merger Sub, the Company nor the consummation by Parent or Merger Sub the Company of the transactions contemplated by this Agreement, or hereby nor compliance by Parent or Merger Sub the Company with any of the provisions herein will (i) result in a violation or breach of, contravene of or conflict with the certificate or articles of incorporation or bylaws, bylaws of the Company or similar organizational documents, any of Parent or Merger Subthe Company Subsidiaries, (ii) assuming compliance with the matters referred to in Section 5.3(c), conflict with or result in a violation or breach of or conflict with any applicable Judgment provisions of, or any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 5.3(c), require any consent or other action by any Person under, constitute a default, default (or an event thatwhich, with or without notice or lapse of time or both, would constitute a default or termination default) under, or cause or permit result in the termination, cancellation, 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 affectingcancellation of, or relating give rise to a right of purchase under, or accelerate the performance required by, or result in any way toa right of termination or acceleration under, the assets or the business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien on (as defined in Section 3.4) upon any asset of Parent the properties or assets owned or operated by the Company or any Company Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to the Company or any Company Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which the Company or any of its Subsidiariesthe Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, with only approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (c) below, violate any judgment, ruling, order, writ, injunction, decree, statute, law (including the common law), rule or regulation applicable to the Company or any of the Company Subsidiaries or any of their respective properties or assets, other than any such exceptions, event described in the case of each of clauses items (ii) through or (iv), as would not reasonably be expected to haveiii) which, individually or in the aggregate, a Parent Material Adverse Effect. (c) The execution, delivery and performance by ▇▇▇▇▇▇ and Merger Sub of this Agreement and the consummation by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub of the transactions contemplated by this Agreement 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 and Foreign Investment 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 or New York Stock Exchange rules and (v) actions, approvals or filings the failure of which to make or obtain has not had and would not reasonably be expected to havehave or result in a Company Material Adverse Effect. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental or regulatory authority is necessary to be obtained or made by the Company or any Company Subsidiary in connection with the Company's execution, delivery and performance of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for (i) compliance with the NRS, with respect to the filing of the Articles of Merger, (ii) compliance with the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, a▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ regulations promulgated thereunder (the "HSR Act") and applicable foreign competition or antitrust laws, if any, (iii) the filing with the SEC of (A) a proxy statement relating to the Company Stockholders Meeting (as defined in Section 6.1(b)) and the Parent Stockholders Meeting (as defined in Section 6.1(c)) (such proxy statement, as amended or supplemented from time to time, the "Joint Proxy Statement"), and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) compliance with the rules of the 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 (vi) compliance with the "blue sky" laws of various states, and except where the failure to obtain or take such action, individually or in the aggregate, has not had and would not reasonably be expected to have or result in a Parent Company Material Adverse Effect.

Authorization; No Conflict. (a) Each of Parent and Merger Sub has the requisite corporate power and authority, and has taken all corporate action necessary, to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by ▇▇▇▇▇▇ Parent and ▇▇▇▇▇▇ Merger Sub and constitutes a legal, valid and binding obligation of Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub is enforceable against Parent and Merger Sub in accordance with its their respective terms, subject in each case to the Bankruptcy and Equity Exception. (b) None of the execution, delivery or performance of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the transactions contemplated by this AgreementTransactions, or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of, contravene or conflict with the certificate of incorporation or bylaws, or similar organizational documents, of Parent or Merger Sub, (ii) assuming compliance with the matters referred to in Section 5.3(c6.3(c), conflict with or result in a violation or breach of any applicable Judgment or any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 5.3(c6.3(c), require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default or termination under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or Merger Sub is entitled under any provision of any Contract binding upon Parent or Merger Sub or any Authorization affecting, or relating in any way to, the assets or the business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with only such exceptions, in the case of each of clauses (ii) through (iv), 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 contemplated by this Agreement 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 and Foreign Investment 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 or New York Stock Exchange rules and (v) actions, approvals actions or filings the failure of which to make or obtain has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.