Common use of Authorization; Noncontravention Clause in Contracts

Authorization; Noncontravention. Each of Parent and MergerCo has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and MergerCo and the consummation by each of them of the transactions contemplated hereby have been duly authorized and approved by the board of directors of each of Parent and MergerCo and by Parent as the sole stockholder of MergerCo. No other corporate action on the part of either Parent or MergerCo is necessary to authorize the execution, delivery and performance of this Agreement by each of Parent and MergerCo and the consummation of the transactions contemplated hereby (other than the filing of the Certificate of Merger). This Agreement has been duly executed and delivered by each of Parent and MergerCo and, assuming that this Agreement constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of each of Parent and MergerCo, enforceable against each of Parent and MergerCo in accordance with its terms, except that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with any of the provisions of the certificate of incorporation or by-laws of Parent or MergerCo, in each case as amended to the date of this Agreement, (b) conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) any material contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which Parent or MergerCo is a party or by which Parent or MergerCo or any of their assets is bound or subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section

Authorization; Noncontravention. Each of Parent and MergerCo The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the approval of the stockholders of the Company as required by the DGCL, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and MergerCo the Company, and the consummation by each of them it of the transactions contemplated hereby hereby, have been duly authorized and approved by the board of directors of each of Parent Board, and MergerCo and by Parent as the sole stockholder of MergerCo. No no other corporate action on the part of either Parent or MergerCo the Company is necessary to authorize the execution, delivery and performance of this Agreement by each of Parent and MergerCo the Company and the consummation of the transactions contemplated hereby (other than than, in each case, as required by the DGCL, the adoption of this Agreement by the stockholders of the Company and the filing of the Certificate of Merger). This Agreement has been duly executed and delivered by each of Parent and MergerCo the Company and, assuming that this Agreement constitutes a valid and binding obligation of the CompanyParent and MergerCo, constitutes a valid and binding obligation of each of Parent and MergerCo, the Company enforceable against each of Parent and MergerCo the Company in accordance with its terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of Parent the Company or MergerCoany of its Subsidiaries, in each case case, as amended to the date of this Agreement, (b) conflict with, with or result in a breach of of, or default under (with or without notice or lapse of timeunder, or both) any material contract, agreement, indenture, mortgage, deed of trust, lease or other instrument Contract to which Parent the Company or MergerCo any of its Subsidiaries is a party or by which Parent or MergerCo the Company, any of its Subsidiaries or any of their respective assets is are bound or subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in SectionSection 3.4, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (b) and (c) above, would reasonably be expected to constitute, individually or in the aggregate, a Company Material Adverse Effect, provided, however, that for purposes of the foregoing, the definition of “Company Material Adverse Effect” shall be deemed not to include clause (b)(iii) thereof.

Authorization; Noncontravention. Each of Parent and MergerCo has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and MergerCo and the consummation by each of them all of the transactions other agreements and instruments contemplated hereby to which Buyer is a party have been duly authorized Buyer, and approved by the board of directors of each of Parent and MergerCo and by Parent as the sole stockholder of MergerCo. No no other corporate action company act or other proceeding on the part of either Parent Buyer, its board of directors or MergerCo its stockholders is necessary to authorize the execution, delivery and or performance of this Agreement by each of Parent and MergerCo or the other agreements contemplated hereby and the consummation of the transactions contemplated hereby (other than the filing of the Certificate of Merger)or thereby. This Agreement has been duly executed and delivered by each of Parent Buyer and MergerCo and, assuming that this Agreement constitutes a valid and binding obligation of Buyer, enforceable in accordance with its terms, and each of the Companyother agreements and instruments contemplated hereby to which Buyer is a party, constitutes when executed and delivered by Buyer, as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of each of Parent and MergerCoBuyer, enforceable against each of Parent and MergerCo in accordance with its termsrespective terms (in each case, except that such enforcement may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or other similar laws affecting the enforcement of creditors’ rights generallyand to general principles of equity). Except as set forth on the attached Buyer Restrictions Schedule, and by general equitable principles. The the execution and delivery by Buyer of this Agreement do not, agreement and all of the other agreements and instruments contemplated hereby to which Buyer is a party and the consummation fulfillment of and compliance with the transactions contemplated respective terms hereof and thereof by this Agreement will not, Buyer do not and shall not (a) conflict with any of the provisions of the certificate of incorporation or by-laws of Parent or MergerCo, in each case as amended to the date of this Agreementwith, (b) conflict with, result in a breach of or default under (with b) require any authorization, consent, approval, exemption or without other action of or by or notice or lapse of timedeclaration to, or both) filing with, any third-party or any Governmental Entity, pursuant to, Buyer’s organizational documents, operating agreement, bylaws or other constituent documents, or any law, statute, rule or regulation to which the Company or Sellers is subject, or any material contract, agreement, indentureinstrument, mortgagelicense, deed of trustPermit, lease order, judgment or other instrument decree to which Parent or MergerCo Buyer is a party or by which Parent or MergerCo or any of their assets is bound or subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Sectionsubject.

Authorization; Noncontravention. Each of Parent and MergerCo Seller has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and MergerCo Seller, and the consummation by each of them it of the transactions contemplated hereby hereby, have been duly authorized and approved by the board Board of directors Directors of each of Parent and MergerCo and by Parent as the sole stockholder of MergerCoSeller. No other corporate action on the part of either Parent or MergerCo Seller is necessary to authorize the execution, delivery and performance of this Agreement by each of Parent and MergerCo Seller and the consummation of the transactions contemplated hereby (other than the filing of the Certificate of Merger)hereby. This Agreement has been duly executed and delivered by each of Parent and MergerCo Seller and, assuming that this Agreement constitutes a valid and binding obligation of the CompanyPurchaser, constitutes a valid and binding obligation of each of Parent and MergerCo, Seller enforceable against each of Parent and MergerCo Seller in accordance with its terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of Parent Seller, the Company or MergerCoany Company Subsidiary, in each case case, as amended to the date of this Agreement, (b) conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) any material contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which Parent or MergerCo is a party or by which Parent or MergerCo or any of their assets is bound or subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in SectionSection 3.5, contravene any Law or any Order currently in effect, which, in the case of clause (b) above, would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; Noncontravention. Each of Parent and MergerCo has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and MergerCo and the consummation by each of them all of the transactions other agreements and instruments contemplated hereby to which such Seller is a party have been duly authorized by any action required of such Seller, and approved by the board of directors of each of Parent and MergerCo and by Parent as the sole stockholder of MergerCo. No no other corporate action act on the part of either Parent or MergerCo such Seller is necessary to authorize the execution, delivery and or performance of this Agreement by each of Parent and MergerCo or the other agreements contemplated hereby and the consummation of the transactions contemplated hereby (other than the filing of the Certificate of Merger)or thereby. This Agreement has been duly executed and delivered by each of Parent such Seller and MergerCo and, assuming that this Agreement constitutes a valid and binding obligation of such Seller, enforceable in accordance with its terms (except as enforceability may be limited by bankruptcy laws, other laws affecting creditor's rights and general equitable principles affecting the Companyavailability of specific performance and other equitable remedies), constitutes and each of the other agreements and instruments contemplated hereby to which such Seller is a party, when executed and delivered by such Seller, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of each of Parent and MergerCosuch Seller, enforceable against each of Parent and MergerCo in accordance with its terms, respective terms (except that such enforcement as enforceability may be limited by applicable bankruptcybankruptcy laws, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ creditor's rights generally, and by general equitable principlesprinciples affecting the availability of specific performance and other equitable remedies). The Except as set forth on the attached Restrictions Schedule, the execution and delivery by such Seller of this Agreement do not, and all of the other agreements and instruments contemplated hereby to which such Seller is a party and the consummation fulfillment of and compliance with the transactions contemplated respective terms hereof and thereof by this Agreement will not, such Seller do not and shall not (a) conflict with any of the provisions of the certificate of incorporation or by-laws of Parent or MergerCo, in each case as amended to the date of this Agreement, (b) conflict with, result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without notice or lapse the passage of time, the giving of notice or both), (c) result in the creation of any material contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which Parent or MergerCo is a party or by which Parent or MergerCo Encumbrance upon the Company's or any of their its Subsidiaries' equity securities or assets is bound pursuant to, (d) give any third party the right to modify, terminate or subject accelerate any obligation under (whether or not dependent upon additional criteria), (e) result in a violation of, or (cf) subject require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any third party or any court or administrative or governmental body or agency pursuant to the consentsany law, approvalsstatute, authorizationsrule or regulation to which such Seller is subject, declarationsor any agreement, filings instrument, license, permit, order, judgment or decree to which such Seller is subject. Such Seller is not a party to or bound by any written or oral agreement or understanding with respect to a Company Transaction other than this Agreement, and notices referred to in Sectionsuch Seller has terminated all discussions with third parties (other than with Buyer and its Affiliates) regarding Company Transactions.

Authorization; Noncontravention. Each of Parent and MergerCo has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and ------------------------------- performance of this Agreement, the Warrants, the Shareholders' Agreement, the Registration Agreement, the Merger Agreement, the Senior Loan Agreement, the Subordinated Loan Agreement by Parent and MergerCo all other agreements contemplated hereby or thereby to which the Company is a party, the filing of the Certificate of Designation and the consummation by each of them amendment of the transactions contemplated hereby Company's Bylaws have been duly authorized and approved by the board of directors of each of Parent and MergerCo and by Parent as the sole stockholder of MergerCo. No other all necessary corporate action on the part of either Parent or MergerCo is necessary to authorize the execution, delivery Company and performance of this Agreement by each of Parent and MergerCo and its Subsidiaries. This Agreement, the consummation Warrants, the Shareholders' Agreement, the Registration Agreement, the Merger Agreement, the Senior Loan Agreement, the Subordinated Loan Agreement, the Articles of the transactions contemplated hereby (other than the filing of Incorporation, the Certificate of Merger). This Agreement has been duly executed Designation and delivered by all other agreements contemplated hereby or thereby to which the Company is a party each of Parent and MergerCo and, assuming that this Agreement constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of each of Parent and MergerCo, enforceable against each of Parent and MergerCo in accordance with its terms, except that as such enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally or general principles of equity. Except as set forth on the enforcement of creditors’ rights generally, and by general equitable principles. The attached "Restrictions Schedule," the execution and delivery of this Agreement do not, and by the consummation of the transactions contemplated by this Agreement will not, (a) conflict with any of the provisions of the certificate of incorporation or by-laws of Parent or MergerCo, in each case as amended to the date --------------------- Company of this Agreement, the Warrants, the Shareholders' Agreement, the Registration Agreement, the Merger Agreement, the Senior Loan Agreement, the Subordinated Loan Agreement and all other agreements contemplated hereby or thereby to which the Company is a party, the offering, sale and issuance of the Stock and the Warrants hereunder, the issuance of the Common Stock upon exercise of the Warrants, the filing of the Certificate of Designation, the amendment of the Company's Bylaws and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and shall not (bi) conflict with, with or result in a breach of any of the terms, conditions or provisions of, (ii) constitute a default under under, (with iii) result in the creation of any Lien upon the Company's or without any Subsidiary's capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of or (vi) require any authorization, consent, approval, exemption or other action by or notice or lapse of timedeclaration to, or both) filing with, any court or administrative or governmental body or agency pursuant to, the Certificate of Designation or the charter or bylaws of the Company or any Subsidiary, or any law, statute, rule, regulation, order, writ, injunction or decree of any court or administrative or governmental body or agency to which the Company or any of its Subsidiaries is subject, or any material contract, agreement, indenture, mortgage, deed of trust, lease agreement or other instrument to which Parent the Company or MergerCo any of its Subsidiaries is a party or by which Parent or MergerCo any of them or any of their assets properties is bound bound, except (A) as contemplated by and pursuant to the Senior Loan Agreement and the Subordinated Loan Agreement, (B) which would not (either individually or subject in the aggregate) have a Material Adverse Effect or (cC) subject as set forth on the attached "Restrictions Schedule," all of which items listed on the Restrictions Schedule --------------------- --------------------- shall be duly waived or amended prior to the consentsClosing hereunder so as to eliminate any such conflict, approvalsbreach, authorizationsviolation, declarations, filings and notices referred to in Sectiondefault or Lien.

Authorization; Noncontravention. Each of Parent and MergerCo has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and MergerCo all of the other agreements and the consummation by instruments contemplated hereby to which each of them of SANZ and Merger Sub is a party (including, without limitation, the transactions contemplated hereby Stock Option Agreement) have been duly authorized by SANZ and approved by the board of directors of each of Parent Merger Sub, and MergerCo and by Parent as the sole stockholder of MergerCo. No no other corporate action act or other proceeding on the part of either Parent SANZ or MergerCo Merger Sub or their board of directors is necessary to authorize the execution, delivery and or performance of this Agreement by each of Parent and MergerCo or the other agreements contemplated hereby (including, without limitation, the Stock Option Agreement) and the consummation of the transactions contemplated hereby (other than the filing of the Certificate of Merger)or thereby. This Agreement has been duly executed and delivered by each of Parent SANZ and MergerCo Merger Sub and, assuming that this Agreement the due execution by Holding and Sun, as applicable constitutes a valid and binding obligation of the Company, constitutes a valid SANZ and binding obligation of each of Parent and MergerCoMerger Sub, enforceable against each of Parent and MergerCo in accordance with its terms, except that such enforcement may as enforceability shall be limited by a court of competent jurisdiction in a proceeding under applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generallygenerally (whether enforcement is sought by proceedings in equity or at law), and each of the other agreements and instruments contemplated hereby to which SANZ and Merger Sub is a party (including, without limitation, the Stock Option Agreement), when executed and delivered by general equitable principlesSANZ and Merger Sub, in accordance with the terms hereof and thereof and, assuming the due execution by Holding and Sun, as applicable, shall each constitute a valid and binding obligation of SANZ and Merger Sub, enforceable in accordance with its respective terms, except as enforceability shall be limited by a court of competent jurisdiction in a proceeding under applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally (whether enforcement is sought by proceedings in equity or at law). The Except as set forth on the attached SANZ Restrictions Schedule, the execution and delivery by SANZ and Merger Sub of this Agreement do notand all of the other agreements and instruments contemplated hereby to which SANZ and Merger Sub is a party (including, without limitation, the Stock Option Agreement) and the consummation fulfillment of and compliance with the transactions contemplated respective terms hereof and thereof by this Agreement will not, SANZ and Merger Sub does not and shall not (a) conflict with any of the provisions of the certificate of incorporation or by-laws of Parent or MergerCo, in each case as amended to the date of this Agreement, (b) conflict with, result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without notice or lapse the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon SANZ’s or Merger Sub’s capital stock or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any third party or any court or administrative or governmental body or agency pursuant to, (i) SANZ’s or Merger Sub’s charter documents, bylaws or other constituent documents, or (ii) any law, statute, rule or regulation to which SANZ or Merger Sub is subject, or (iii) any material contract, agreement, indentureinstrument, mortgagelicense, deed of trustpermit, lease order, judgment or other instrument decree to which Parent SANZ or MergerCo Merger Sub subject. Neither SANZ nor Merger Sub is a party to or bound by which Parent any written or MergerCo oral agreement or any of their assets is bound or subject or understanding with respect to a Third Party Transaction other than this Agreement, and each such Person has terminated all discussions with third parties (cother than with Holding and Sun) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Sectionregarding Third Party Transactions.

Authorization; Noncontravention. (a) Each of Parent MIC and MergerCo Seller has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this AgreementAgreement and all other instruments and agreements to be delivered by such parties as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement by Parent each of MIC and MergerCo Seller, and the consummation by each of them such parties of the transactions contemplated hereby hereby, have been duly authorized and approved by the board of directors of each of Parent and MergerCo and by Parent as the sole stockholder of MergerCo. No all necessary corporate or other corporate action on the part of either Parent or MergerCo is necessary to authorize the execution, delivery and performance of this Agreement by each of Parent and MergerCo and the consummation of the transactions contemplated hereby (other than the filing of the Certificate of Merger)action. This Agreement has been duly executed and delivered by each of Parent MIC and MergerCo Seller and, assuming that this Agreement constitutes a valid and binding obligation of the CompanyPurchaser, constitutes a valid and binding obligation of each of Parent and MergerCo, such parties enforceable against each of Parent and MergerCo such parties in accordance with its terms, except that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles. (b) The execution and delivery of this Agreement do by each of MIC and Seller does not, and the performance by each of MIC and Seller of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement hereby will not, (ai) conflict with any of the provisions of the certificate of incorporation MIC’s or by-laws of Parent or MergerCo, in each case as amended to the date of this AgreementSeller’s Constituent Documents, (b) conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) any material contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which Parent or MergerCo is a party or by which Parent or MergerCo or any of their assets is bound or subject or (cii) subject to the any consents, approvals, authorizations, declarations, filings and notices referred (A) required under any Antitrust Laws or (B) set forth in Section 3.3 of the Company Disclosure Letter, contravene any domestic or foreign Law or any Order currently in effect, or (iii) subject to any consents, approvals, authorizations, declarations, filings and notices set forth in SectionSection 3.3 of the Company Disclosure Letter, conflict with or result in a breach, termination, amendment, modification, acceleration or cancellation of, create the right to terminate, amend, modify, accelerate or cancel, result in a loss of any benefit or constitute a default (or any event which with or without notice or lapse of time or both would become a default) under, any material Contract to which MIC or Seller is a party except, in the 36

Authorization; Noncontravention. Each of Parent and MergerCo The Company has the requisite corporate power and authority to execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement and any Ancillary Agreement to which it is a party by Parent and MergerCo the Company and the consummation by each of them it of the transactions contemplated hereby and thereby have been duly authorized and approved by the board of directors of each of Parent and MergerCo and by Parent as the sole stockholder of MergerCo. No other corporate all necessary member action on the part of either Parent or MergerCo is necessary to authorize the execution, delivery and performance of this Agreement by each of Parent and MergerCo and the consummation of the transactions contemplated hereby (other than the filing of the Certificate of Merger)Company. This Agreement has been duly executed and delivered by each of Parent and MergerCo the Company and, assuming that this Agreement constitutes a the valid and binding obligation obligations of the CompanyPurchaser, constitutes a the valid and binding obligation obligations of each of Parent and MergerCo, the Company enforceable against each of Parent and MergerCo it in accordance with its terms, except that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles. The Except as set forth in Section 4.2 of the Company Disclosure Letter, the execution and delivery of this Agreement do and each Ancillary Agreement to which it is a party does not, and the consummation of the transactions contemplated by this Agreement and each Ancillary Agreement to which it is a party will not, (a) conflict with any of the provisions of the certificate of incorporation formation, the limited liability company agreement or by-laws any other organizational document of Parent or MergerCothe Company, in each case as amended to the date of this Agreement, (b) require any consent of, or any action by, any Person under, conflict with, result in a breach of or default under (with or without due notice or lapse of time, time or both) or cause or permit termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit under, any material contract, agreement, indenture, mortgage, deed of trust, lease Permits or other instrument Material Contract to which Parent or MergerCo the Company is a party or by which Parent or MergerCo the Company or any of their assets Asset is bound or subject or (c) subject to result in the consentscreation of any Liens other than Permitted Liens on any Assets, approvalsexcept, authorizationsin the case of clauses (b) and (c), declarationsas would not have, filings and notices referred to individually or in Sectionthe aggregate, a Company Material Adverse Effect.

Authorization; Noncontravention. Each of Parent and MergerCo such Seller has the requisite power (corporate power or otherwise), legal right, capacity and authority and has taken all actions (corporate or otherwise) necessary to execute and deliver this Agreement, and the Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement by Parent and MergerCo such Seller, and the consummation by each of them it of the transactions contemplated hereby hereby, have been duly authorized and approved (by corporate action or otherwise to the board of directors of each of Parent and MergerCo and extent such Seller is not a natural person) by Parent as the sole stockholder of MergerCosuch Seller. No other corporate action on the part of either Parent or MergerCo such Seller is necessary to authorize the execution, delivery and performance of this Agreement by each of Parent and MergerCo such Seller and the consummation of the transactions contemplated hereby (other than the filing of the Certificate of Merger)hereby. This Agreement has been duly executed and delivered by each of Parent and MergerCo such Seller and, assuming that this Agreement constitutes a valid and binding obligation of the Companyother parties hereto, constitutes a valid and binding obligation of each of Parent and MergerCo, such Seller enforceable against each of Parent and MergerCo such Seller in accordance with its terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (a) if such Seller is not a natural person, conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of Parent or MergerCosuch Seller, in each case case, as amended to the date of this Agreement, (b) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.4, conflict with, with or result in a breach of of, or default under under, any Contract to which such Seller is a party (with or without notice or lapse of time, or both) any material contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which Parent or MergerCo is a party or by which Parent or MergerCo or any of their assets is bound or subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in SectionSection 4.4, contravene any domestic or foreign Law, Permit or Order currently in effect, which, in the case of clauses (b) and (c) above, would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or as would not materially impair the ability of such Seller to consummate the transactions contemplated by this Agreement.

Authorization; Noncontravention. Each of Parent and MergerCo The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and (subject to the approval of this Agreement by the Company Requisite Vote) to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and MergerCo the Company, and the consummation by each of them it of the transactions contemplated hereby hereby, have been duly authorized and approved by the board of directors of each of Parent Board, the Board has adopted this Agreement, and MergerCo and by Parent as the sole stockholder of MergerCo. No no other corporate action on the part of either Parent or MergerCo the Company is necessary to authorize the execution, delivery and performance of this Agreement by each of Parent and MergerCo the Company and the consummation of the transactions contemplated hereby (other than than, in each case, as required by the VBCA, the approval of this Agreement by the Company Requisite Vote and the filing of Articles of Merger with the Certificate Secretary of MergerState of the State of Vermont). This Agreement has been duly executed and delivered by each of Parent and MergerCo the Company and, assuming that this Agreement constitutes a valid and binding obligation of the CompanyParent and Sub, constitutes a valid and binding obligation of each of Parent and MergerCo, the Company enforceable against each of Parent and MergerCo the Company in accordance with its terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with any of the provisions of the certificate Articles of incorporation Association or by-laws Bylaws of Parent the Company or MergerCowith any of the provisions of the Articles of Incorporation or Bylaws or other equivalent governing documents, in each case as amended to the date applicable, of this Agreementany of its Subsidiaries, (b) conflict withwith or without notice, lapse of time or both, constitute or result in a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under (with or without notice the creation of a Lien on any of the assets of the Company or lapse any of timeits Subsidiaries pursuant to any agreement, or both) any material lease license, contract, agreementnote, mortgage, indenture, mortgage, deed of trust, lease arrangement or other instrument obligation whether oral or written (each a “Contract”) to which Parent the Company or MergerCo any of its Subsidiaries is a party or by which Parent or MergerCo the Company, any of its Subsidiaries or any of their respective assets is are bound or subject subject, or any change in the rights or obligations of any party under any such Contract or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in SectionSection 3.4 hereof, contravene any domestic or foreign Law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, applicable to the Company or its Subsidiaries except, in the case of clauses (b) and (c) above, for any such breach, violation, termination, default, creation, acceleration or change that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

Authorization; Noncontravention. Each of Parent and MergerCo Sub has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and MergerCo Sub and the consummation by each of them of the transactions contemplated hereby have been duly authorized and approved by the board Board of directors Directors of each of Parent and MergerCo Sub and have been duly approved by Parent as the sole stockholder shareholder of MergerCoSub. No other corporate action on the part of either of Parent or MergerCo Sub is necessary to authorize the execution, delivery and performance of this Agreement by each of Parent and MergerCo Sub and the consummation of the transactions contemplated hereby (other than the filing of the Certificate of Mergerappropriate merger documents as required by the NJBCA). This Agreement has been duly executed and delivered by each of Parent and MergerCo Sub and, assuming that this Agreement constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of each of Parent and MergerCoSub, enforceable against each of Parent and MergerCo Sub in accordance with its terms, except that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally, and by general equitable principles. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with any of the provisions of the certificate or articles of incorporation or by-laws (or comparable documents) of Parent or MergerCoSub, in each case as amended to the date of this Agreement, (b) conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) any material contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which Parent or MergerCo Sub is a party or by which Parent or MergerCo Sub or any of their respective assets is bound or subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in SectionSection 4.3, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (b) and (c) above, would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authorization; Noncontravention. Each of Parent and MergerCo The Purchaser has the requisite corporate power and authority to execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement and any Ancillary Agreement to which it is a party by Parent and MergerCo the Purchaser and the consummation by each of them the Purchaser of the transactions contemplated hereby and thereby have been duly authorized and approved by the all necessary board of directors of each of Parent and MergerCo and by Parent as the sole stockholder of MergerCo. No other corporate shareholder action on the part of either Parent or MergerCo is necessary to authorize the execution, delivery and performance of this Agreement by each of Parent and MergerCo and the consummation of the transactions contemplated hereby (other than the filing of the Certificate of Merger)Purchaser. This Agreement has been duly executed and delivered by each of Parent and MergerCo the Purchaser and, assuming that this Agreement constitutes a the valid and binding obligation obligations of the Companyother parties thereto, constitutes a the valid and binding obligation obligations of each of Parent and MergerCothe Purchaser, enforceable against each of Parent and MergerCo the Purchaser in accordance with its terms, except that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with any of the provisions of the certificate or articles of incorporation or by-laws (or any other organizational document) of Parent or MergerCothe Purchaser, in each case as amended to the date of this Agreement, (b) require any consent of, or any action by, and Person under, conflict with, result in a breach of or default under (with or without due notice or lapse of time, time or both) or cause a permit termination, cancellation, acceleration or other change of any material contractright or obligation or the loss of any benefit under, any written agreement, indenturecontracts, mortgage, deed of trust, lease or other instrument binding written commitments, arrangements or plans to which Parent or MergerCo the Purchaser is a party or by which Parent or MergerCo the Purchaser or any of their its respective assets is bound or subject or (c) subject to contravene any domestic or foreign Law or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the consentscase of clauses (b) and (c) above, approvalswould have, authorizationsindividually or in the aggregate, declarations, filings and notices referred to in Sectiona Purchaser Material Adverse Effect.

Authorization; Noncontravention. Each of Parent and MergerCo (a) The Company has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and MergerCo the Company, and the consummation by each of them it of the transactions contemplated hereby hereby, have been duly and validly authorized and approved by the board Board, and the Board has duly (i) determined that this Agreement and the Merger is fair to, and in the best interests of directors the Equityholders, (ii) approved this Agreement and declared that the Merger is advisable, (iii) recommended the acceptance of each the Merger and the adoption of Parent this Agreement by the Stockholders and MergerCo Preferred Stock Holders and (iv) directed that this Agreement be submitted for consideration by Parent as the sole stockholder of MergerCoCompany’s stockholders (collectively, the “Company Board Recommendations”). No other corporate action on the part of either Parent or MergerCo the Company is necessary to authorize the execution, delivery and performance of this Agreement by each of Parent and MergerCo the Company and the consummation of the transactions contemplated hereby (other than the filing of the Certificate of MergerStockholder and Preferred Stock Holder approvals specified in clause (c) below). This Agreement has been duly and validly executed and delivered by each of Parent and MergerCo the Company and, assuming that this Agreement constitutes a valid and binding obligation of the CompanyParent and Merger Sub, constitutes a legal, valid and binding obligation of each of Parent and MergerCo, the Company enforceable against each of Parent and MergerCo the Company in accordance with its terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles. The execution and delivery of this Agreement do not, and the performance of this Agreement by the Company and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with or violate any of the provisions of the Company’s certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of Parent the Company or MergerCoany of the Company Subsidiaries, in each case case, as amended to the date of this Agreement, or (b) conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) any material contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which Parent or MergerCo is a party or by which Parent or MergerCo or any of their assets is bound or subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in SectionSection 3.4, conflict with or violate any domestic or foreign Law or any Order currently in effect, which, in the case of this clause (b), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; Noncontravention. Each of Parent and MergerCo The Company has the requisite corporate power and authority and has taken all actions necessary to execute and deliver this Agreement, and the Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and MergerCo the Company, and the consummation by each of them it of the transactions contemplated hereby and thereby, have been duly authorized and approved by the board of directors managers of each of Parent and MergerCo and by Parent as the sole stockholder of MergerCoCompany. No other corporate action on the part of either Parent or MergerCo the Company is necessary to authorize the execution, delivery and performance of this Agreement by each of Parent and MergerCo the Company and the consummation of the transactions contemplated hereby (other than the filing of the Certificate of Merger)hereby. This Agreement has been duly executed and delivered by each of Parent and MergerCo the Company and, assuming that this Agreement constitutes a valid and binding obligation of the Companyother parties hereto, constitutes a valid and binding obligation of each of Parent and MergerCo, the Company enforceable against each of Parent and MergerCo the Company in accordance with its terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of Parent or MergerCothe Company, any Company Subsidiary or, to the Knowledge of the Company, any Mexico Subsidiary, in each case case, as amended to the date of this Agreement, (b) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.4, conflict with, with or result in a breach of of, or default under under, or allow any Person to exercise default remedies or other negative or adverse rights under, any Material Contract (with or without notice or lapse of time, or both) any material contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which Parent or MergerCo is a party or by which Parent or MergerCo or any of their assets is bound or subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in SectionSection 4.4, contravene any domestic or foreign Law, Permit or Order currently in effect, which, in the case of clauses (b) and (c) above, would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; Noncontravention. Each of Parent and MergerCo Such Seller has the requisite corporate power and authority to execute and deliver this AgreementAgreement and each other Transaction Document to be executed and delivered by such Seller, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement Agreement, and of each other Transaction Document to be executed and delivered by Parent and MergerCo such Seller, and the consummation by each of them such Seller of the transactions contemplated hereby and thereby, have been duly authorized and approved by the board of directors of each of Parent and MergerCo and by Parent as the sole stockholder of MergerCo. No other all necessary action (corporate action or otherwise) on the part of either Parent such Seller, and no other action (corporate or MergerCo otherwise) on the part of such Seller is necessary to authorize the execution, delivery and performance of this Agreement and such other Transaction Documents by each of Parent and MergerCo such Seller and the consummation of the transactions contemplated hereby (other than the filing of the Certificate of Merger)and thereby. This Agreement has been been, and each other Transaction Document to be executed and delivered by such Seller, when delivered in accordance with the terms hereof, will be, duly executed and delivered by each of Parent and MergerCo such Seller and, assuming that this Agreement and each such other Transaction Document constitutes a valid and binding obligation of the Companyeach other party thereto, constitutes a valid and binding obligation of each of Parent and MergerCosuch Seller, enforceable against each of Parent and MergerCo such Seller in accordance with its terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally, generally and by general equitable principles. The execution and delivery and performance of this Agreement by such Seller do not, and the consummation execution and delivery and performance by such Seller of the transactions contemplated each other Transaction Document to be executed and delivered by this Agreement such Seller will not, (a) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of Parent or MergerCosuch Seller, in each case as amended to the date of this Agreement, (b) conflict with, with or result in a breach of of, or default under (with or without notice or lapse of timeunder, or both) any material contract, agreement, indenture, mortgage, deed of trust, lease or other instrument Contract to which Parent or MergerCo such Seller is a party or by which Parent or MergerCo such Seller or any of their its assets is are bound or subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in SectionSection 4.3, contravene any domestic or foreign Law or any Order currently in effect, which, in the case of clauses (b) and (c) above, would have, individually or in the aggregate, a Material Adverse Effect on such Seller. Stock Purchase Agreement

Authorization; Noncontravention. (a) Each of Parent and MergerCo Merger Sub has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and MergerCo and Merger Sub, the consummation by each of them of the transactions contemplated hereby and the performance by each of them of their respective obligations hereunder have been duly and validly authorized and approved by the board of directors of each of Parent Merger Sub and MergerCo have been duly approved and adopted by Parent as the sole stockholder of MergerCoMerger Sub. No other corporate action on the part of either of Parent or MergerCo Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement by each of Parent and MergerCo Merger Sub and the consummation of the transactions contemplated hereby (other than the filing of the Certificate of Merger)hereby. This Agreement has been duly and validly executed and delivered by each of Parent and MergerCo Merger Sub and, assuming that this Agreement constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of each of Parent and MergerCoMerger Sub, enforceable against each of Parent and MergerCo Merger Sub in accordance with its terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. The execution and delivery of this Agreement do not, and the performance of this Agreement by Parent and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with or violate any of the provisions of the certificate or articles of incorporation or by-laws (or comparable documents) of Parent or MergerCoMerger Sub, in each case as amended to the date of this Agreement, or (b) conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) any material contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which Parent or MergerCo is a party or by which Parent or MergerCo or any of their assets is bound or subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in SectionSection 4.3, conflict with or violate any domestic or foreign Law or any Order currently in effect, which, in the case of this clause (b), would be reasonably likely to have, individually or in the aggregate, a material adverse effect on the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement.

Authorization; Noncontravention. Each of Parent and MergerCo has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and MergerCo and the consummation by each of them all of the transactions other agreements and instruments contemplated hereby to which Seller is a party have been duly authorized by Seller, and approved by the board of directors of each of Parent and MergerCo and by Parent as the sole stockholder of MergerCo. No no other corporate action act or other proceeding on the part of either Parent Seller or MergerCo its board of directors or stockholders is necessary to authorize the execution, delivery and or performance of this Agreement by each of Parent and MergerCo or the other agreements contemplated hereby and the consummation of the transactions contemplated hereby (other than the filing of the Certificate of Merger)or thereby. This Agreement has been duly executed and delivered by each of Parent the Seller Parties and MergerCo and, assuming that this Agreement constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of each of Parent and MergerCothe Seller Parties, enforceable against each of Parent and MergerCo in accordance with its terms, except that and each of the other agreements and instruments contemplated hereby to which any Seller Party is a party, when executed and delivered by such enforcement may be limited by applicable bankruptcyParty, insolvencyas applicable, reorganizationin accordance with the terms hereof and thereof, moratorium or other similar laws affecting shall each constitute a valid and binding obligation of such Person, enforceable in accordance with its respective terms. Except as set forth on the enforcement of creditors’ rights generallyattached RESTRICTIONS SCHEDULE, and by general equitable principles. The the execution and delivery by the Seller Parties of this Agreement do not, and all of the other agreements and instruments contemplated hereby to which any Seller Party is a party and the consummation fulfillment of and compliance with the transactions contemplated respective terms hereof and thereof by this Agreement will not, the Seller Parties do not and shall not (a) conflict with any of the provisions of the certificate of incorporation or by-laws of Parent or MergerCo, in each case as amended to the date of this Agreement, (b) conflict with, result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without notice or lapse the passage of time, the giving of notice or both), (c) result in the creation of any material contractLien upon any Seller Party's capital stock or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any third party or any court or administrative or governmental body or agency pursuant to, any Seller Party's charter documents, bylaws or other constituent documents, or any law, statute, rule or regulation to which Seller or any Seller Party is subject, or any agreement, indentureinstrument, mortgagelicense, deed of trustpermit, lease order, judgment or other instrument decree to which Parent any Seller or MergerCo Party is subject. None of the Seller Parties is a party to or bound by which Parent any written or MergerCo oral agreement or any of their assets is bound or subject or understanding with respect to a Seller Transaction other than this Agreement, and each such Person has terminated all discussions with third parties (cother than with Buyer and its Affiliates) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Sectionregarding Seller Transactions.

Authorization; Noncontravention. Each of Parent and MergerCo The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement, subject, in the case of the Merger, to obtaining the Company Shareholder Approval, and to comply with the provisions of this Agreement. The execution, execution and delivery and performance of this Agreement by Parent and MergerCo and the Company, the consummation by each of them the Company of the transactions contemplated hereby by this Agreement and the compliance by the Company with the provisions of this Agreement have been duly authorized and approved by the board of directors of each of Parent and MergerCo and by Parent as the sole stockholder of MergerCo. No other all necessary corporate action on the part of either Parent or MergerCo is the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement by each of Parent and MergerCo and the consummation of or to consummate the transactions contemplated hereby (other than by this Agreement, subject, in the filing case of the Certificate of Merger), to obtaining the Company Shareholder Approval. This Agreement has been duly executed and delivered by each of Parent and MergerCo the Company and, assuming that this Agreement the due authorization, execution and delivery by Parent and Sub, constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of each of Parent and MergerCo, enforceable against each of Parent and MergerCo the Company in accordance with its terms. The Board of Directors of the Company, except at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly and unanimously adopted resolutions (i) adopting this Agreement, (ii) declaring that it is in the best interests of the Company's shareholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid to the Company's shareholders in the Merger is fair to such shareholders, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company's shareholders to be held as promptly as practicable following the date of this Agreement and (v) recommending that such enforcement may be limited by applicable bankruptcyshareholders approve this Agreement, insolvencywhich resolutions have not been modified, reorganization, moratorium supplemented or other similar laws affecting the enforcement of creditors’ rights generally, rescinded and by general equitable principlesremain in full force and effect. The execution and delivery by the Company of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict and compliance by the Company with any of the provisions of the certificate of incorporation or by-laws of Parent or MergerCo, in each case as amended to the date of this Agreement, (b) Agreement do not and will not conflict with, or result in a any violation or breach of of, or default under (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or to loss of a material contractbenefit under, or result in the creation of any Lien in or upon any of the properties or assets of the Company or any of its subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the articles of incorporation or by-laws of the Company or comparable organizational documents of any subsidiary of the Company, (ii) any loan or credit agreement, indenturebond, debenture, note, mortgage, deed of trustindenture, lease or other instrument contract, commitment, agreement, instrument, arrangement, understanding, obligation, undertaking, permit, concession, franchise or license to which Parent the Company or MergerCo any of its subsidiaries is a party or by which Parent or MergerCo or any of their respective properties or assets is bound or subject or (ciii) subject to obtaining or making the consents, approvals, orders, authorizations, declarationsregistrations, declarations and filings and notices referred to in Sectionthe following sentence, any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any domestic or foreign governmental entity, including any Federal, state or local government or any court, administrative agency or commission or other governmental or regulatory authority or agency (each, a "Governmental Entity") is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company, the consummation by the Company of the transactions contemplated by this Agreement or the compliance by the Company with the provisions of this Agreement, except for (1) the filing of a premerger notification and report form by the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (xxx "XXX Xxx"), or similar filings under any other applicable competition, merger control, antitrust or similar law, (2) the filing with the Securities and Exchange Commission (the "SEC") of a proxy statement relating to the meeting of the shareholders of the Company to be called and convened for such shareholders to consider the approval of this Agreement (such proxy statement as amended or supplemented from time to time, the "Proxy Statement") and such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement, the Shareholder Agreement and the other transactions contemplated hereby and thereby, (3) the delivery to the Secretary of State of the State of Mississippi for filing in accordance with Section 79-4-11.06(b) of the MBCA of the Articles of Merger and the filing of appropriate documents with the relevant authorities of other states in which the Company or any of its subsidiaries is qualified to do business, (4) any filings required under the rules and regulations of the New York Stock Exchange (the "NYSE"), (5) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required as a result of the status of Parent or Sub and (6) such other consents, approvals, orders, authorizations, registrations, declarations and filings, the failure of which to be obtained or made, individually or in the aggregate, would not reasonably be expected to (x) have a Material Adverse Effect, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement.

Authorization; Noncontravention. Each of Parent and MergerCo Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and (subject to the approval of the sole shareholder of Merger Sub, a Subsidiary of Parent, as required by the DGCL and as described in Section 5.18(b)), to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and MergerCo Merger Sub and the consummation by each of them of the transactions contemplated hereby have been duly authorized and approved by the board of directors of each of Parent and MergerCo and by Parent as the sole stockholder of MergerCoMerger Sub. No other corporate action on the part of either of Parent or MergerCo Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement by each of Parent and MergerCo Merger Sub and the consummation of the transactions contemplated hereby (other than the filing of the Certificate appropriate merger documents as required by the DGCL and the approval of Mergera Subsidiary of Parent, as the sole stockholder of Merger Sub, as described in Section 5.18(b)). This Agreement has been duly executed and delivered by each of Parent and MergerCo Merger Sub and, assuming that this Agreement constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of each of Parent and MergerCoMerger Sub, enforceable against each of Parent and MergerCo Merger Sub in accordance with its terms, except that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with any of the provisions of the certificate or articles of incorporation or by-laws bylaws (or comparable documents) of Parent or MergerCoMerger Sub, in each case as amended to the date of this Agreement, (b) conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) any material contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which Parent or MergerCo Merger Sub is a party or by which Parent or MergerCo Merger Sub or any of their respective assets is bound or subject (except for any breach or violation that would not have a Material Adverse Effect on Parent or Merger Sub) or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in SectionSection 4.3, materially contravene any domestic or foreign Law or any Order currently in effect.

Authorization; Noncontravention. Each of Parent and MergerCo The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and (subject to the approval of the shareholders of the Company as required by the NJBCA) to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and MergerCo the Company, and the consummation by each of them it of the transactions contemplated hereby hereby, have been duly authorized and approved by the board of directors of each of Parent Board, and MergerCo and by Parent as the sole stockholder of MergerCo. No no other corporate action on the part of either Parent or MergerCo the Company is necessary to authorize the execution, delivery and performance of this Agreement by each of Parent and MergerCo the Company and the consummation of the transactions contemplated hereby (other than than, in each case, as required by the NJBCA, the adoption of this Agreement by the shareholders of the Company and the filing of appropriate merger documents with the Certificate Division of MergerRevenue of the Department of Treasury of the State of New Jersey). This Agreement has been duly executed and delivered by each of Parent and MergerCo the Company and, assuming that this Agreement constitutes a valid and binding obligation of the CompanyParent and Sub, constitutes a valid and binding obligation of each of Parent and MergerCo, the Company enforceable against each of Parent and MergerCo the Company in accordance with its terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally, generally and by general equitable principles. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with any of the provisions of the certificate Certificate of incorporation Incorporation or byBy-laws or other equivalent charter documents, as applicable, of Parent the Company or MergerCoany of its Subsidiaries, in each case case, as amended to the date of this Agreement, (b) conflict with, with or result in a breach of of, or default under (with or without notice or lapse of timeunder, or both) any material contract, agreement, indenture, mortgage, deed of trust, lease or other instrument Material Contract to which Parent the Company or MergerCo any of its Subsidiaries is a party or by which Parent or MergerCo the Company, any of its Subsidiaries or any of their respective assets is are bound or subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in SectionSection 3.4, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (b) and (c) above, would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Authorization; Noncontravention. Each of Parent and MergerCo Sub has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and MergerCo Sub and the consummation by each of them of the transactions contemplated hereby have been duly authorized and approved by the board Board of directors Directors of each of Parent and MergerCo Sub and have been duly approved by Parent as the sole stockholder shareholder of MergerCoSub. No other corporate action on the part of either of Parent or MergerCo Sub is necessary to authorize the execution, delivery and performance of this Agreement by each of Parent and MergerCo Sub and the consummation of the transactions contemplated hereby (other than the filing of the Certificate of Mergerappropriate merger documents as required by the NJBCA). This Agreement has been duly executed and delivered by each of Parent and MergerCo Sub and, assuming that this Agreement constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of each of Parent and MergerCoSub, enforceable against each of Parent and MergerCo Sub in accordance with its terms, except that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with any of the provisions of the certificate or articles of incorporation or by-laws (or comparable documents) of Parent or MergerCoSub, in each case as amended to the date of this Agreement, (b) conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) any material contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which Parent or MergerCo Sub is a party or by which Parent or MergerCo Sub or any of their respective assets is bound or subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in SectionSection 4.3, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (b) and (c) above, would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authorization; Noncontravention. Each of Parent and MergerCo The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and (subject to the approval of the shareholders of the Company as required by the NJBCA) to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and MergerCo the Company, and the consummation by each of them it of the transactions contemplated hereby hereby, have been duly authorized and approved by the board of directors of each of Parent Board, and MergerCo and by Parent as the sole stockholder of MergerCo. No no other corporate action on the part of either Parent or MergerCo the Company is necessary to authorize the execution, delivery and performance of this Agreement by each of Parent and MergerCo the Company and the consummation of the transactions contemplated hereby (other than than, in each case, as required by the NJBCA, the adoption of this Agreement by the shareholders of the Company and the filing of appropriate merger documents with the Certificate Division of MergerRevenue of the Department of Treasury of the State of New Jersey). This Agreement has been duly executed and delivered by each of Parent and MergerCo the Company and, assuming that this Agreement constitutes a valid and binding obligation of the CompanyParent and Sub, constitutes a valid and binding obligation of each of Parent and MergerCo, the Company enforceable against each of Parent and MergerCo the Company in accordance with its terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with any of the provisions of the certificate Certificate of incorporation Incorporation or byBy-laws or other equivalent charter documents, as applicable, of Parent the Company or MergerCoany of its Subsidiaries, in each case case, as amended to the date of this Agreement, (b) conflict with, with or result in a breach of of, or default under (with or without notice or lapse of timeunder, or both) any material contract, agreement, indenture, mortgage, deed of trust, lease or other instrument Material Contract to which Parent the Company or MergerCo any of its Subsidiaries is a party or by which Parent or MergerCo the Company, any of its Subsidiaries or any of their respective assets is are bound or subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in SectionSection 3.4, contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (b) and (c) above, would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Authorization; Noncontravention. Each of Parent the Seller and MergerCo its Affiliates has the requisite corporate (or partnership or limited liability company, as applicable) power and authority to execute and deliver this AgreementAgreement and any Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement and any Ancillary Agreement to which it is a party by Parent each of the Seller and MergerCo its Affiliates and the consummation by each of them the Seller and its Affiliates of the transactions contemplated hereby and thereby have been duly authorized and approved by the all necessary board of directors of each of Parent and MergerCo stockholder (or manager and by Parent member, as the sole stockholder of MergerCo. No other corporate applicable) action on the part of either Parent or MergerCo is necessary to authorize the execution, delivery Seller and performance of this Agreement by each of Parent and MergerCo and the consummation of the transactions contemplated hereby (other than the filing of the Certificate of Merger)any such Affiliate. This Agreement has been duly executed and delivered by each of Parent the Seller and MergerCo LSB and, assuming that this Agreement constitutes a the valid and binding obligations of the Purchaser, constitutes the valid and binding obligation of the Company, constitutes a valid Seller and binding obligation of each of Parent and MergerCoLSB, enforceable against each of Parent and MergerCo them in accordance with its termsthe terms hereof, except that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable principlesEnforceability Exceptions. The execution and delivery of this Agreement by Seller do not, and the consummation of the transactions contemplated by this Agreement and the execution and delivery of the Ancillary Agreements will not, (a) conflict with any of the provisions of the articles of organization, the operating agreement, the articles/certificate of incorporation incorporation, the bylaws or by-laws any other organizational document of Parent or MergerCothe Seller and its Affiliates, in each case as amended to the date of this Agreementamended, (b) require any consent, approval or authorization of, declaration or filing with, notice to, or action by, any Person under, conflict with, result in a breach of or default under (with or without due notice or lapse of time, time or both) any material contractunder, agreementor cause or permit termination, indenturecancellation, mortgage, deed of trust, lease acceleration or other instrument change of any right or obligation or, the loss of any benefit under, any Contract to which Parent the Seller or MergerCo any of its Affiliates is a party or by which Parent or MergerCo the Seller, any of its Affiliates or any of their assets is bound or subject subject, or any material permits affecting the assets or business of the Seller, (c) subject to result in the consentscreation or imposition of any Lien, approvalsother than Permitted Liens or Liens in favor of the Purchaser, authorizationson the assets of the Seller or any of its Affiliates, declarationsor (d) contravene any domestic or foreign Laws or any writ, filings judgment, injunction, decree, determination or award currently in effect, except, in the case of clauses (b), (c) and notices referred to (d) above, would not have, individually or in Sectionthe aggregate, a Seller Material Adverse Effect.

Authorization; Noncontravention. Each of Parent and MergerCo The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement, subject, in the case of the Merger, to obtaining the Company Shareholder Approval, and to comply with the provisions of this Agreement. The execution, execution and delivery and performance of this Agreement by Parent and MergerCo and the Company, the consummation by each of them the Company of the transactions contemplated hereby by this Agreement and the compliance by the Company with the provisions of this Agreement have been duly authorized and approved by the board of directors of each of Parent and MergerCo and by Parent as the sole stockholder of MergerCo. No other all necessary corporate action on the part of either Parent or MergerCo is the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement by each of Parent and MergerCo and the consummation of or to consummate the transactions contemplated hereby (other than by this Agreement, subject, in the filing case of the Certificate of Merger), to obtaining the Company Shareholder Approval. This Agreement has been duly executed and delivered by each of Parent and MergerCo the Company and, assuming that this Agreement the due authorization, execution and delivery by Parent and Sub, constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of each of Parent and MergerCo, enforceable against each of Parent and MergerCo the Company in accordance with its terms. The Board of Directors of the Company, except at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly and unanimously adopted resolutions (i) adopting this Agreement, (ii) declaring that it is in the best interests of the Company's shareholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be paid to the Company's shareholders in the Merger is fair to such shareholders, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company's shareholders to be held as promptly as practicable following the date of this Agreement and (v) recommending that such enforcement may be limited by applicable bankruptcyshareholders approve this Agreement, insolvencywhich resolutions have not been modified, reorganization, moratorium supplemented or other similar laws affecting the enforcement of creditors’ rights generally, rescinded and by general equitable principlesremain in full force and effect. The execution and delivery by the Company of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict and compliance by the Company with any of the provisions of the certificate of incorporation or by-laws of Parent or MergerCo, in each case as amended to the date of this Agreement, (b) Agreement do not and will not conflict with, or result in a any violation or breach of of, or default under (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or to loss of a material contractbenefit under, or result in the creation of any Lien in or upon any of the properties or assets of the Company or any of its subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the articles of incorporation or by-laws of the Company or comparable organizational documents of any subsidiary of the Company, (ii) any loan or credit agreement, indenturebond, debenture, note, mortgage, deed of trustindenture, lease or other instrument contract, commitment, agreement, instrument, arrangement, understanding, obligation, undertaking, permit, concession, franchise or license to which Parent the Company or MergerCo any of its subsidiaries is a party or by which Parent or MergerCo or any of their respective properties or assets is bound or subject or (ciii) subject to obtaining or making the consents, approvals, orders, authorizations, declarationsregistrations, declarations and filings and notices referred to in Sectionthe following sentence, any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to the Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate would not reasonably be expected to (x) have a Material Adverse Effect, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any domestic or foreign governmental entity, including any Federal, state or local government or any court, administrative agency or commission or other governmental or regulatory authority or agency (each, a "Governmental Entity") is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company, the consummation by the Company of the transactions contemplated by this Agreement or the compliance by the Company with the provisions of this Agreement, except for (1) the filing of a premerger notification and report form by the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), xx ximilar filings under any other applicable competition, merger control, antitrust or similar law, (2) the filing with the Securities and Exchange Commission (the "SEC") of a proxy statement relating to the meeting of the shareholders of the Company to be called and convened for such shareholders to consider the approval of this Agreement (such proxy statement as amended or supplemented from time to time, the "Proxy Statement") and such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement, the Shareholder Agreement and the other transactions contemplated hereby and thereby, (3) the delivery to the Secretary of State of the State of Mississippi for filing in accordance with Section 79-4-11.06(b) of the MBCA of the Articles of Merger and the filing of appropriate documents with the relevant authorities of other states in which the Company or any of its subsidiaries is qualified to do business, (4) any filings required under the rules and regulations of the New York Stock Exchange (the "NYSE"), (5) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required as a result of the status of Parent or Sub and (6) such other consents, approvals, orders, authorizations, registrations, declarations and filings, the failure of which to be obtained or made, individually or in the aggregate, would not reasonably be expected to (x) have a Material Adverse Effect, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement.

Authorization; Noncontravention. Each of Parent and MergerCo Purchaser has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this AgreementAgreement and the Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement by Parent and MergerCo and Purchaser, the consummation by each of them it of the transactions contemplated hereby and the performance by its obligations hereunder have been duly authorized and approved by the board Board of directors Directors of each of Parent and MergerCo and by Parent as the sole stockholder of MergerCoPurchaser. No other corporate action on the part of either Parent or MergerCo Purchaser is necessary to authorize the execution, delivery and performance of this Agreement by each of Parent and MergerCo and the consummation of the transactions contemplated hereby (other than the filing of the Certificate of Merger)hereby. This Agreement has been been, and the Transaction Documents to which it is a party, when executed and delivered in accordance with the terms hereof, will be, duly executed and delivered by each of Parent and MergerCo Purchaser and, assuming that this Agreement constitutes and the Transaction Documents constitute or will constitute, as applicable, valid and binding obligations of the other parties hereto, constitute a valid and binding obligation obligations of the Company, constitutes a valid and binding obligation of each of Parent and MergerCoPurchaser, enforceable against each of Parent and MergerCo Purchaser in accordance with its their terms, except that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. The execution and delivery of this Agreement do and the Transaction Documents to which it is a party does not, and the consummation of the transactions contemplated by this Agreement hereby and thereby will not, (a) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents of Parent or MergerCoPurchaser, in each case as amended to the date of this Agreement, (b) conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Purchaser under, any contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which Parent or MergerCo Purchaser is a party or by which Parent or MergerCo Purchaser or any of their respective assets is bound or subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in SectionSection 5.3, contravene any domestic or foreign Law or any Order currently in effect.

Authorization; Noncontravention. Each of Parent and MergerCo Purchaser has the requisite corporate power and authority to execute and deliver this AgreementAgreement and each other Transaction Document to be executed and delivered by such Purchaser, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement Agreement, and of each other Transaction Document to be executed and delivered by Parent and MergerCo each Purchaser, and the consummation by each of them Purchaser of the transactions contemplated hereby and thereby, have been duly authorized and approved by the board of directors of each of Parent and MergerCo and by Parent as the sole stockholder of MergerCo. No other all necessary action (corporate action or otherwise) on the part of either Parent Purchaser, and no other action (corporate or MergerCo otherwise) on the part of such Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and such other Transaction Documents by each of Parent and MergerCo such Purchaser and the consummation of the transactions contemplated hereby (other than the filing of the Certificate of Merger)and thereby. This Agreement has been been, and each other Transaction Document to be executed and delivered by such Purchaser, when delivered in accordance with the terms hereof, will be, duly executed and delivered by each of Parent and MergerCo Purchaser and, assuming that this Agreement and each such other Transaction Document constitutes a valid and binding obligation of the Companyeach other party thereto, constitutes a valid and binding obligation of each of Parent and MergerCosuch Purchaser, enforceable against each of Parent and MergerCo such Purchaser in accordance with its terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally, generally and by general equitable principles. The execution and delivery and performance of this Agreement by such Purchaser do not, and the consummation execution and delivery and performance by such Purchaser of the transactions contemplated each other Transaction Document to be executed and delivered by this Agreement such Purchaser will not, (a) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of Parent or MergerCosuch Purchaser , in each case as amended to the date of this Agreement, (b) conflict with, with or result in a breach of of, or default under (with or without notice or lapse of timeunder, or both) any material contract, agreement, indenture, mortgage, deed of trust, lease or other instrument Contract to which Parent or MergerCo such Purchaser is a party or by which Parent or MergerCo such Purchaser or any of their its assets is are bound or subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in SectionSection 5.3, contravene any domestic or foreign Law or any Order currently in effect, which, in the case of clauses (b) and (c) above, would have, individually or in the aggregate, a Material Adverse Effect on Purchaser.

Authorization; Noncontravention. Each of Parent and MergerCo Purchaser has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and MergerCo and Purchaser, the consummation by each of them it of the transactions contemplated hereby and the performance by its obligations hereunder have been duly authorized and approved by the board Board of directors Directors of each of Parent and MergerCo and by Parent as the sole stockholder of MergerCoPurchaser. No other corporate action on the part of either Parent or MergerCo Purchaser is necessary to authorize the execution, delivery and performance of this Agreement by each of Parent and MergerCo and the consummation of the transactions contemplated hereby (other than the filing of the Certificate of Merger)hereby. This Agreement has been duly executed and delivered by each of Parent and MergerCo Purchaser and, assuming that this Agreement constitutes a valid and binding obligation of the CompanySeller, constitutes a valid and binding obligation of each of Parent and MergerCoPurchaser, enforceable against each of Parent and MergerCo Purchaser in accordance with its terms, except that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents of Parent or MergerCoPurchaser, in each case as amended to the date of this Agreement, (b) conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Purchaser under, any contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which Parent or MergerCo Purchaser is a party or by which Parent or MergerCo Purchaser or any of their respective assets is bound or subject or (c) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in SectionSection 4.3, contravene any Law or any Order currently in effect.

Authorization; Noncontravention. Each of Parent the Seller and MergerCo its Affiliates has the requisite corporate power and authority to execute and deliver this AgreementAgreement and any Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement and any Ancillary Agreement by Parent each of the Seller and MergerCo its Affiliates to which it is a party and the consummation by each of them the Seller and its Affiliates of the transactions contemplated hereby and thereby have been duly authorized and approved by the board of directors of each of Parent and MergerCo and by Parent as the sole stockholder of MergerCo. No other all necessary corporate action on the part of either Parent or MergerCo is necessary to authorize the execution, delivery Seller and performance of this Agreement by each of Parent and MergerCo and the consummation of the transactions contemplated hereby (other than the filing of the Certificate of Merger)any such Affiliate. This Agreement has been duly executed and delivered by each of Parent the Seller and MergerCo BSNA and, assuming that this Agreement constitutes a the valid and binding obligations of the Purchaser, constitutes the valid and binding obligation of the Company, constitutes a valid Seller and binding obligation of each of Parent and MergerCoBSNA, enforceable against each of Parent and MergerCo it in accordance with its termsthe terms hereof, except that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and the execution and delivery of the Ancillary Agreements will not, (a) conflict with any of the provisions of the certificate of incorporation or by-laws any other organizational document of Parent or MergerCothe Seller and its Affiliates, in each case as amended to the date of this Agreement, (b) require any consent of, or any action by any Person under, conflict with, result in a breach of or default under (with or without due notice or lapse of time, time or both) any material contractunder, agreementor cause or permit termination, indenturecancellation, mortgage, deed of trust, lease acceleration or other instrument change of any right or obligation or, the loss of any benefit under, any Contract to which Parent the Seller or MergerCo any of its Affiliates is a party or by which Parent or MergerCo the Seller, its Affiliates or any of their assets is bound or subject subject, or any material permits affecting the assets or business of the Seller, (c) subject to result in the consentscreation or imposition of any Lien, approvalsother than Permitted Liens or Liens in favor of the Purchaser, authorizationson the assets of the Seller or its Affiliates, declarationsor (d) contravene any domestic or foreign Laws or any writ, filings judgment, injunction, decree, determination or award currently in effect, except, in the case of clauses (b), (c) and notices referred to (d) above, would not have, individually or in Sectionthe aggregate, a Seller Material Adverse Effect.

Authorization; Noncontravention. Each of Parent and MergerCo (a) The Company has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement, to perform its obligations hereunder and (subject to the approval of the Stockholders entitled to vote thereon as required by the DGCL and described in Section 5.18) to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and MergerCo the Company, and the consummation by each of them it of the transactions contemplated hereby hereby, have been duly authorized and approved by the board of directors of each of Parent Board, and MergerCo and by Parent as the sole stockholder of MergerCo. No no other corporate action on the part of either Parent or MergerCo the Company is necessary to authorize the execution, delivery and performance of this Agreement by each of Parent and MergerCo the Company and the consummation of the transactions contemplated hereby (other than the filing of appropriate merger documents as required by the Certificate DGCL and the approval of Mergerthe Stockholders entitled to vote thereon as described in Section 5.18). This Agreement has been duly executed and delivered by each of Parent and MergerCo the Company and, assuming that this Agreement constitutes a valid and binding obligation of the CompanyParent and Merger Sub, constitutes a valid and binding obligation of each of Parent and MergerCo, the Company enforceable against each of Parent and MergerCo the Company in accordance with its terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with any of the provisions of the certificate of incorporation or by-laws bylaws or other equivalent charter documents, as applicable, of Parent the Company or MergerCoany of the Company Subsidiaries, in each case case, as amended to the date of this Agreement, (b) conflict with, result in a breach assuming receipt of or default under (with or without notice or lapse of time, or both) any material contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which Parent or MergerCo is a party or by which Parent or MergerCo or any of their assets is bound or subject or (c) subject to the consents, waivers, approvals, authorizations, declarations, filings and notices Orders or registrations (“Consents”) set forth in Section 3.2 of the Company Disclosure Letter, conflict with, violate or result in a breach of, or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under, any Material Contract (except for any breach or violation that would not have a Material Adverse Effect on the Company), (c) subject to the Consents referred to in SectionSection 3.4, materially contravene any domestic or foreign Law or any Order currently in effect or (d) to the Knowledge of the Company, result in the creation of any Lien upon the assets of the Company or any Company Subsidiary, in each case except for any Lien arising by or through Parent or Merger Sub or their respective Affiliates.

Authorization; Noncontravention. Each of Parent and MergerCo (a) The Company has the requisite corporate limited liability company power and authority and has taken all limited liability company action necessary to execute and deliver this AgreementAgreement and all other certificates, instruments, documents and agreements to be delivered by the Company as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement by Parent and MergerCo the Company, and the consummation by each of them it of the transactions contemplated hereby hereby, have been duly authorized and approved by the board of directors of each of Parent and MergerCo and by Parent as the sole stockholder of MergerCo. No all necessary limited liability company or other corporate action on the part of either Parent or MergerCo is necessary to authorize the execution, delivery and performance of this Agreement by each of Parent and MergerCo and the consummation of the transactions contemplated hereby (other than the filing of the Certificate of Merger)action. This Agreement has been duly executed and delivered by each of Parent and MergerCo the Company and, assuming that this Agreement constitutes a valid and binding obligation of the CompanyPurchaser, constitutes a valid and binding obligation of each of Parent and MergerCo, the Company enforceable against each of Parent and MergerCo the Company in accordance with its terms, except that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles. (b) The execution and delivery by the Company of this Agreement do not, and the performance by the Company of its obligations hereunder, and the consummation of the transactions contemplated by this Agreement hereby will not, (ai) conflict with any provision of the provisions Constituent Documents of the certificate of incorporation or by-laws of Parent or MergerCo, in each case as amended to the date of this Agreement, (b) conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) any material contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which Parent or MergerCo is a party or by which Parent or MergerCo Company or any of their the Company Subsidiaries, (ii) create any Lien (other than Permitted Liens) upon any of the properties or assets is bound of the Company or subject any of the Company Subsidiaries or the Business Assets, (ciii) subject to the any consents, approvals, authorizations, declarations, filings and notices referred set forth in Section 4.3 of the Company Disclosure Letter, conflict with or result in a breach, termination, amendment, modification, acceleration or cancellation of, create the right to terminate, amend, modify, accelerate, require a repayment (or offer of repayment) or cancel, result in Sectiona loss of any benefit or constitute a default (or any event which with or without notice or lapse of time or both would become a default) under, any Material Contract, Permit or Business Asset or (iv) subject to any consents, approvals, authorizations, declarations, filings and notices (A) required under any Antitrust Laws or (B) set forth in Section 4.3 of the Company Disclosure Letter, contravene any domestic or foreign Law or any Order applicable to the Company or by which any of its properties or assets are bound, except, in the case of clauses 39

Authorization; Noncontravention. Each of Parent and MergerCo has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and MergerCo and the consummation by each of them all of the transactions other agreements and instruments contemplated hereby to which the Company is a party have been duly authorized and approved by the board of directors of each of Parent Company, and MergerCo and by Parent as the sole stockholder of MergerCo. No no other corporate action act or other proceeding on the part of either Parent the Company or MergerCo its board of directors is necessary to authorize the execution, delivery and or performance of this Agreement by each of Parent and MergerCo or the other agreements contemplated hereby and the consummation of the transactions contemplated hereby (other than the filing of the Certificate of Merger)or thereby. This Agreement has been duly executed and delivered by each of Parent Company and MergerCo and, assuming that this Agreement constitutes a valid Sellers and binding obligation of the Company, constitutes a valid and binding obligation of each of Parent the Company and MergerCoSellers, enforceable against each of Parent and MergerCo in accordance with its terms, except that such enforcement as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ attaching creditors rights generally, generally and by general equitable principlesprinciples of equity, and each of the other agreements and instruments contemplated hereby to which the Company or any Seller is a party, when executed and delivered by the Company or Sellers, as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Person, enforceable in accordance with its respective terms. The Except as set forth on the attached RESTRICTIONS SCHEDULE, the execution and delivery by the Company and Sellers of this Agreement do not, and all of the other agreements and instruments contemplated hereby to which the Company or any Seller is a party and the consummation fulfillment of and compliance with the transactions contemplated respective terms hereof and thereof by this Agreement will not, the Company and Sellers do not and shall not (a) conflict with any of the provisions of the certificate of incorporation or by-laws of Parent or MergerCo, in each case as amended to the date of this Agreement, (b) conflict with, result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without notice or lapse the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon the Company's or any of its Subsidiaries' capital stock or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any third party or any court or administrative or governmental body or agency pursuant to, (x) the Company's charter documents, bylaws or other constituent documents, or (y) any material contractlaw, statute, rule or regulation to which the Company or any Seller is subject, or (z) any agreement, indentureinstrument, mortgagelicense, deed of trustpermit, lease order, judgment or other instrument decree to which Parent the Company or MergerCo any Seller is subject, except where such breach, default, Lien, violation or failure to receive authorization would not have a Material Adverse Effect. Neither the Company nor any Seller is a party to or bound by which Parent any written or MergerCo oral agreement or any of their assets is bound or subject or understanding with respect to a Company Transaction other than this Agreement, and each such Person has terminated all discussions with third parties (cother than with Buyer and its Affiliates) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Sectionregarding Company Transactions.

Authorization; Noncontravention. Each of Parent and MergerCo CCG Entity has the requisite corporate power and authority to execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement and any Ancillary Agreement to which it is a party by Parent and MergerCo a CCG Entity and the consummation by each of them it of the transactions contemplated hereby and thereby have been duly authorized and approved by the board of directors of each of Parent and MergerCo and by Parent as the sole stockholder of MergerCo. No other all necessary corporate action on the part of either Parent the applicable CCG Entity and, to the extent necessary, any Affiliate of such CCG Entity. No vote of, or MergerCo consent by, the holders of any class or series of capital stock or Voting Debt (if any) issued by the Company is necessary to authorize the execution, execution and delivery and performance by the Company of this Agreement or the Ancillary Documents contemplated to be executed by each of Parent and MergerCo and the Company or the consummation by it of the transactions contemplated hereby (other than the filing of the Certificate of Merger)and thereby. This Agreement has been duly executed and delivered by each of Parent and MergerCo the Company and, assuming that this Agreement constitutes a the valid and binding obligation obligations of the CompanyPurchaser, constitutes a the valid and binding obligation obligations of each of Parent and MergerCo, the Company enforceable against each of Parent and MergerCo it in accordance with its terms, except that as such enforcement may be limited by applicable bankruptcythe Enforceability Exceptions. Except as set forth in Section 4.2 of the Company Disclosure Letter, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. The execution and delivery by a CCG Entity of this Agreement and each Ancillary Agreement to which it is a party do not, and the consummation of the transactions contemplated by this Agreement and each Ancillary Agreement to which it is a party will not, (a) conflict with any of the provisions of the certificate certificates of incorporation or by-laws the bylaws of Parent or MergerCosuch CCG Entity, in each case as amended to the date of this Agreementamended, (b) require any consent, approval or authorization of, declaration or filing with, notice to, or action by, any Person under, conflict with, result in a breach of or default under (with or without due notice or lapse of time, time or both) or cause or permit termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit under, any material contract, agreement, indenture, mortgage, deed of trust, lease Permits or other instrument Contract to which Parent or MergerCo a CCG Entity is a party or by which Parent or MergerCo a CCG Entity or any of their assets Asset is bound or subject or subject, (c) subject result in the creation of any Liens other than Permitted Liens on any Assets or (d) contravene any domestic or foreign Laws applicable to the consentsSeller or its Affiliates or any writ, approvalsjudgment, authorizationsinjunction, declarationsdecree, filings determination or award currently in effect and notices referred to binding on the Seller or its Affiliates, except, in Sectionthe case of clauses (b), (c) and (d) above, as would not have, individually or in the aggregate, a Company Material Adverse Effect.