Common use of Authorization of Transaction Clause in Contracts

Authorization of Transaction. The Company has full entity power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is (or will be) a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is (or will be) a party, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all required corporate action on the part of the Company and no other corporate proceedings on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and each such other Transaction Document or the consummation by the Company of the transactions contemplated hereby or thereby. This Agreement has been (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will be) duly executed and delivered by the Company, and this Agreement constitutes (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity). No filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of the Transaction Documents to which it is (or will be) a party or the consummation by the Company of the transactions contemplated thereunder, except where the failure of any to obtain such filing or registration, notification or authorization, consent or approval would not, individually or in the aggregate, reasonably be expected to materially affect the Company and its Subsidiaries, taken as a whole.

Authorization of Transaction. The Company Buyer has full power and authority (including full corporate or other entity power and authority authority) to execute and deliver this Agreement and each of to perform its obligations hereunder. Assuming the other Transaction Documents to which it is (or will be) a partydue authorization, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is (or will be) a partyparties hereto, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all required corporate action on the part of the Company and no other corporate proceedings on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and each such other Transaction Document or the consummation by the Company of the transactions contemplated hereby or thereby. This Agreement has been (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will be) duly executed and delivered by the Company, and this Agreement constitutes (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation of the CompanyBuyer, enforceable against the Company in accordance with its termsterms and conditions, except that as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally and remedies equitable principles. The execution, delivery and performance of creditors this Agreement and general principles all other agreements contemplated hereby, including the Ancillary Agreements, to which Buyer is or will be a party and the consummation of equity (whether considered in the transactions contemplated hereby or thereby, have been duly authorized by all necessary corporate or comparable action on the part of Buyer, and no vote, approval, consent or other action or proceeding on the part of Buyer or, if applicable, its direct or indirect equityholders is necessary for the authorization of the execution and delivery of this Agreement or any of the Ancillary Agreements to which such Buyer is or will be a proceeding at law party or in equity)the consummation of the transactions contemplated hereby or thereby. No Buyer need not give any notice to, make any filing or registration with, notification to, or obtain any authorization, consent consent, or approval of any Governmental Entity is required or other Person in order to be made or obtained by the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of the Transaction Documents to which it is (or will be) a party or the consummation by the Company of consummate the transactions contemplated thereunderby this Agreement, except where other than (A) compliance with and filings under the failure Xxxx-Xxxxx-Xxxxxx Act, (B) those that may be required solely by reason of any to obtain such filing or registrationSellers being the sellers of the Shares, notification or authorization, consent or approval would notand (C) those that, individually or in the aggregate, would not reasonably be expected to prevent or materially affect delay performance by Buyer of its obligations under this Agreement or any Ancillary Agreement to which Buyer is or will be a party or the Company and its Subsidiaries, taken as a wholeconsummation of the transactions contemplated hereby or thereby.

Authorization of Transaction. The Company (a) If such Purchaser is not a natural person, such Purchaser has full entity power and authority to execute and deliver this Agreement and each to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of such Purchaser and no other Transaction Documents to which it is (or will be) a party, and proceedings on the part of such Purchaser are necessary to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is (or will be) a party, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all required corporate action on the part of the Company and no other corporate proceedings on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and each such other Transaction Document or the consummation by the Company of the transactions contemplated hereby or therebyhereby. This Agreement has been (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will be) duly and validly executed and delivered by the Companysuch Purchaser and (assuming due authorization, execution and delivery by S1 and FICS of this Agreement constitutes (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, Agreement) will constitute) constitute a valid and legally binding obligation of the Companysuch Purchaser, enforceable against the Company in accordance with its terms, except that such as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws now or hereafter in effect relating to or affecting the creditors' rights and remedies generally. Except as set forth in Section 4.2(a) of creditors and general principles of equity (whether considered in a proceeding at law or in equity). No the Purchasers' Disclosure Schedule, no Purchaser need give any notice to, make any filing or registration with, notification to, or obtain any authorization, consent consent, or approval of any Governmental Entity is required government or governmental agency in order to consummate the transactions contemplated by this Agreement. (b) Such Purchaser acknowledges that he, she or it has read this Agreement and has been provided with, or been granted access to, all information necessary to make his or her decision to execute this Agreement. Such Purchaser acknowledges that his, her or its signature on this Agreement shall be made deemed his, her or obtained by the Company or any of its Subsidiaries in connection with written consent to the execution of this Agreement and delivery by the Company of the Transaction Documents to which it is (or will be) a party or the consummation by the Company of all of the transactions contemplated thereunderby this Agreement, except where for such consents, approvals or filings the failure of any which to obtain will not have a Material Adverse Effect on the ability of such filing or registration, notification or authorization, consent or approval would not, individually or in Purchaser to consummate the aggregate, reasonably be expected to materially affect the Company and its Subsidiaries, taken as a wholetransactions contemplated hereby.

Authorization of Transaction. The Company (a) If such Seller is not a natural person, such Seller has full entity power and authority to execute and deliver this Agreement and each to perform his, her or its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of such Seller and no other Transaction Documents to which it is (or will be) a party, and proceedings on the part of such Seller are necessary to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is (or will be) a party, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all required corporate action on the part of the Company and no other corporate proceedings on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and each such other Transaction Document or the consummation by the Company of the transactions contemplated hereby or therebyhereby. This Agreement has been (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will be) duly and validly executed and delivered by the Companysuch Seller and (assuming due authorization, execution and delivery by FICS and S1 Holdings of this Agreement constitutes (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, Agreement) will constitute) constitute a valid and legally binding obligation of the Companysuch Seller, enforceable against the Company in accordance with its terms, except that such as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws now or hereafter in effect relating to or affecting the creditors' rights and remedies generally. Except as set forth in Section 2.2(a) of creditors and general principles of equity (whether considered in a proceeding at law or in equity). No the Sellers' Disclosure Schedule, such Seller need not give any notice to, make any filing or registration with, notification to, or obtain any authorization, consent consent, or approval of any Governmental Entity is required government or governmental agency in order to consummate the transactions contemplated by this Agreement. (b) Such Seller acknowledges that he, she or it has read this Agreement and has been provided with, or been granted access to, all information necessary to make his or her decision to execute this Agreement. Such Seller acknowledges that his, her or its signature on this Agreement shall be made deemed his, her or obtained by the Company its written consent, in his, her or any its capacity as a shareholder of its Subsidiaries in connection with FICS, to the execution and delivery by the Company of the Transaction Documents Agreement by a representative of FICS on behalf of FICS, and to which it is (or will be) a party or the consummation by the Company of all of the transactions contemplated thereunderby this Agreement. Such Seller hereby waives any right of first refusal, except where preemptive right or other right which he, she or it may have (including, without limitation, rights arising under Article 11 of the failure FICS Restated Articles of Association (Statuten)) to acquire any of the FICS Securities and the FICS Bonds to obtain such filing or registration, notification or authorization, consent or approval would not, individually or in the aggregate, reasonably be expected sold by any other Seller pursuant to materially affect the Company and its Subsidiaries, taken as a wholethis Agreement.

Authorization of Transaction. The Company Each of the EVO Parties has full entity power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is (or will be) a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of the Company EVO Parties of this Agreement and each of the other Transaction Documents to which it is (or will be) a party, and the consummation by each of the Company EVO Parties of the transactions contemplated hereby and thereby have been duly and validly authorized by all required corporate action on the part of each of the Company EVO Parties and no other corporate proceedings on the part of any of the Company is EVO Parties are necessary to authorize the execution and delivery by any the Company EVO Parties of this Agreement and each such other Transaction Document or the consummation by any of the Company EVO Parties of the transactions contemplated hereby or thereby. This Agreement has been (or, in the case of each other Transaction Document to be entered into by any of the Company EVO Parties at or prior to the Closing, will be) duly executed and delivered by each of the Company(or the applicable) EVO Parties, and this Agreement constitutes (or, in the case of each other Transaction Document to be entered into by any of the Company EVO Parties at or prior to the Closing, will constitute) a valid and legally binding obligation of each of the Company(or the applicable) EVO Parties, enforceable against each of the Company (or the applicable) EVO Parties in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity). No filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity is required to be made or obtained by any of the Company EVO Parties or any of its their respective Subsidiaries in connection with the execution and delivery by any of the Company EVO Parties of the Transaction Documents to which it is (or will be) a party or the consummation by any of the Company EVO Parties of the transactions contemplated thereunder, except where the failure of any to obtain such filing or registration, notification or authorization, consent or approval would not, individually or in the aggregate, reasonably be expected to materially affect the Company EVO Parties and its their respective Subsidiaries, taken as a whole.

Authorization of Transaction. The Company has full entity power and authority to execute and deliver this Agreement and each of the all other Transaction Documents to which it is (or will be) a party, party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby. Except for obtaining the requisite Company Shareholder Approval and thereby. The execution and delivery by for obtaining the Requisite Regulatory Approvals, (i) the Company of this Agreement has full power and each of the authority to execute and deliver all other Transaction Documents to which it the Company is (or will be) a partyparty and to perform its obligations hereunder and thereunder, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all required corporate action on the part of the Company and (ii) no other corporate proceedings proceeding or action on the part of the Company is necessary to approve and authorize the Company’s execution and delivery by the Company of this Agreement and each such any other Transaction Document to which the Company is a party or the consummation by the Company performance of the transactions contemplated hereby Company’s obligations hereunder or therebythereunder. This Agreement has been (orbeen, in the case of each and all other Transaction Document Documents to be entered into by which the Company is a party will be at or prior to the Closing, will be) duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof and thereof by the parties thereto other than the Company, and this Agreement constitutes (or, in constitute the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation agreements of the Company, enforceable against the Company in accordance with its their terms, except that such enforcement as enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and limitations on the rights and remedies availability of creditors and general principles equitable remedies. The Board of equity (whether considered in a proceeding at law or in equity). No filing or registration with, notification to, or authorization, consent or approval Directors of any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with has duly and validly approved the execution and delivery by of this Agreement and determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of the Company of the Transaction Documents to which it is (or will be) a party or the consummation by the Company of and has directed that this Agreement and the transactions contemplated thereunder, except where hereby be submitted to the failure Company’s shareholders for adoption at a meeting of any such shareholders and has adopted resolutions to obtain such filing or registration, notification or authorization, consent or approval would not, individually or in the aggregate, reasonably be expected to materially affect the Company and its Subsidiaries, taken as a wholeforegoing effect.

Authorization of Transaction. The Company If such Contributor is not an individual, such Contributor has all necessary power and authority, and if such Contributor is an individual, such Contributor has full entity power and authority legal capacity, to execute and deliver this Agreement and each of the other Transaction Documents documents to which it is (or will be) a partybe executed and delivered by such Contributor as contemplated hereby, to carry out such Contributor's obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, including the contribution and delivery of the shares of Outstanding Company Stock held by such Contributor. The If such Contributor is not an individual, the execution and delivery by the Company of this Agreement and each of the other Transaction Documents documents to which it be executed and delivered by such Contributor as contemplated hereby have been duly authorized by all requisite corporate, limited liability or other action, as applicable, and no other corporate, limited liability or other action, as the case may be, is (or will be) a partynecessary to authorize the execution, delivery and performance of this Agreement and such other documents by such Contributor and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all required corporate action on the part of the Company and no other corporate proceedings on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and each such other Transaction Document or the consummation by the Company of the transactions contemplated hereby or thereby. This Agreement has been (or, in constitutes the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will be) duly executed and delivered by the Company, and this Agreement constitutes (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation of the Companysuch Contributor, enforceable against the Company in accordance with its termsterms and conditions, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally and remedies to general equitable principles. Such Contributor, to the best of creditors and general principles of equity (whether considered in a proceeding at law or in equity). No its knowledge, need not give any notice to, make any filing or registration with, notification to, or obtain any authorization, consent consent, or approval of any Governmental Entity is required government or governmental agency in order to be made or obtained by the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of the Transaction Documents to which it is (or will be) a party or the consummation by the Company of consummate the transactions contemplated thereunderby this Agreement. Immediately prior to the Restructuring, except where such Contributor is the failure record owner of any to obtain such filing or registration, notification or authorization, consent or approval would not, individually or in the aggregate, reasonably be expected to materially affect capital stock of the Company and set forth next to its Subsidiaries, taken as a wholename on Schedule 1.

Authorization of Transaction. The Company Each of Buyer and Communications has full entity all requisite corporate power and authority to execute and deliver enter into this Agreement and each to perform its obligations hereunder, subject to the receipt of the other Transaction Documents to which it is (or will be) a partyapprovals, consents and to consummate the transactions authorizations contemplated hereby and therebyhereby. The execution and delivery by the Company of this This Agreement and each of the other Transaction Documents to which it is (or will be) a party, and the consummation by the Company of the transactions contemplated hereby and thereby have has been duly and validly authorized authorized, executed and delivered by all Buyer and Communications and constitutes a legal, valid and binding obligation of Buyer and Communications, enforceable in accordance with its terms and conditions, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Except for filings, permits, authorizations, consents and approvals as may be required corporate action on under, and other applicable requirements of, the part of HSR Act and as otherwise set forth in Section 3.2 to the Company Disclosure Schedule, no filing with or notice to, and no other corporate proceedings on the part of the Company permit, authorization, consent or approval of, any Governmental Authority is necessary to authorize for the execution and delivery by the Company Buyer and Communications of this Agreement and each such other Transaction Document or the consummation by the Company Buyer and Communications of the transactions contemplated hereby or thereby. This Agreement has been (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will be) duly executed and delivered by the Company, and this Agreement constitutes (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity). No filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of the Transaction Documents to which it is (or will be) a party or the consummation by the Company of the transactions contemplated thereunderhereby, except where the failure of any to obtain such filing permits, authorizations, consents or registration, notification approvals or authorization, consent to make such filings or approval give such notice do not or would notnot reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the execution, delivery and performance of this Agreement by Buyer and Communications nor the consummation by Buyer and Communications of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the articles of incorporation or bylaws (or similar governing documents) of Buyer or Communications, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or lien) under, any of the terms, conditions or provisions of any Law applicable to Buyer or Communications or any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Buyer or Communications is a party or by which Buyer or Communications or any of their respective properties or assets may be bound, except in the case of violations, breaches or defaults which do not or would not reasonably be expected to materially affect have, individually or in the Company and its Subsidiariesaggregate, taken as a wholeMaterial Adverse Effect.

Authorization of Transaction. The execution, delivery and performance of this Agreement and the Transaction Documents, and the consummation of the Contemplated Transactions, (i) by the Company has been, and (ii) in the case of the other Sellers, the Sold Companies and the Sold Subsidiaries, will be prior to the Closing, duly authorized by all necessary corporate or other applicable legal entity action on the part of such party, and, upon such authorization, no other corporate or shareholder proceedings or actions are, in the case of the Company, or will be as of the Closing, in the case of the other Sellers, the Sold Companies and the Sold Subsidiaries, necessary to authorize and consummate this Agreement, the Transaction Documents or the Contemplated Transactions. The Company has full entity power and authority to execute and deliver duly executed this Agreement and on the Closing Date each of the other Sellers, the Sold Companies, and the Sold Subsidiaries as applicable, will have duly executed and delivered the applicable Transaction Documents to which it is (or each such Person will be) be a party. Assuming due authorization, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of Buyer and Parent, this Agreement constitutes the valid and each of the other Transaction Documents to which it is (or will be) a party, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all required corporate action on the part binding obligation of the Company and no other corporate proceedings on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and each such other Transaction Document or the consummation by the Company of the transactions contemplated hereby or thereby. This Agreement has been (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will be) duly when so executed and delivered by will constitute the Company, and this Agreement constitutes (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation of the Companyapplicable Sellers, Sold Companies and/or Sold Subsidiaries, enforceable against the each such Seller, Sold Company or Sold Subsidiary party thereto in accordance with its their respective terms, except that as such enforcement enforceability may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter Laws from time to time in effect relating to or affecting the enforcement of creditors’ rights generally, and (b) general equitable principles with respect to the availability of specific performance or other equitable remedies of creditors and general principles of equity (whether considered in a proceeding in equity or at law or in equitylaw) (the “Insolvency and Equity Exceptions”). No filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of the Transaction Documents to which it is (or will be) a party or the consummation by the Company of the transactions contemplated thereunder, except where the failure of any to obtain such filing or registration, notification or authorization, consent or approval would not, individually or in the aggregate, reasonably be expected to materially affect the Company and its Subsidiaries, taken as a whole.

Authorization of Transaction. The Company Each of the Company, Holdco and NSR has full entity power power, authority and authority legal capacity to execute and deliver this Agreement and each of the other Transaction Documents Ancillary Agreements to which it is (or will be) a party, party and to consummate the transactions contemplated hereby perform its respective obligations hereunder and therebythereunder. The execution and delivery by the Company Company, Holdco and NSR of this Agreement and each of the other Transaction Documents Ancillary Agreements to which it is (or will be) a party, party and the consummation performance by the Company Company, Holdco and NSR of the transactions contemplated hereby and thereby have been duly and validly authorized approved by all required corporate requisite entity action on the part of the Company Company, Holdco and no other corporate proceedings on NSR, respectively. Assuming the part of the Company is necessary to authorize the due authorization, execution and delivery by the Company of this Agreement and each such other Transaction Document or the consummation Ancillary Agreements by the Company of the transactions contemplated hereby or thereby. This other parties hereto and thereto, this Agreement has been (or, in the case of and each other Transaction Document Ancillary Agreement to be entered into by the Company at or prior to the Closing, will be) duly executed and delivered by which the Company, Holdco and this Agreement constitutes (orNSR, in as applicable, is a party shall constitute the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation of the Company, Holdco and NSR, as applicable, enforceable against the Company Company, Holdco and NSR, as applicable, in accordance with its their terms, except that as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other and similar laws now or hereafter in effect relating to or affecting the rights creditors generally and remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity). No filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity is required to be made or obtained by the Company or any availability of its Subsidiaries equitable remedies. Except (a) as set forth in connection with the execution and delivery by the Company Section 2.2 of the Transaction Documents to which it is Company’s Disclosure Schedule, and (or will beb) a party or the consummation by the Company of the transactions contemplated thereundersuch Consents and Permits, except where the failure of any to make or obtain such filing or registration, notification or authorization, consent or approval which would not, individually or in the aggregate, reasonably be expected to materially affect have a Material Adverse Effect, each of the Company Company, Holdco and its SubsidiariesNSR is not required to give any notice to, taken as make any filing with, or obtain any Consent of any Governmental Body or any other Person in order to consummate the transactions contemplated by this Agreement or the Ancillary Agreements to which the Company, Holdco or NSR is a wholeparty.

Authorization of Transaction. The Company Atkixx Xxxagement has full entity the requisite corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is (or will be) a partyAgreement, perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyon its part hereby. The execution execution, delivery and delivery by the Company performance of this Agreement and each of the other Transaction Documents to which it is (or will be) a party, by Atkixx Xxxagement and the consummation by the Company Atkixx Xxxagement of the transactions contemplated on its part hereby and thereby have been duly and validly authorized by all required the Board of Directors of Atkixx Xxxagement. No other corporate action approval on the part of the Company and no Atkixx Xxxagement (other corporate proceedings on the part of the Company is than shareholder approval) will be necessary to authorize the execution and delivery by the Company of this Agreement and each such other Transaction Document or the consummation by the Company of the transactions contemplated hereby or therebyhereby. This Agreement has been (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will be) duly executed and delivered by the CompanyAtkixx Xxxagement and, and this Agreement constitutes (or, in the case of each other Transaction Document to be entered into upon approval hereof by the Company at or prior to the Closingsole shareholder of Atkixx Xxxagement, will constitute) a constitute the legal, valid and legally binding obligation of the CompanyAtkixx Xxxagement, enforceable against the Company in accordance with its terms, except that as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights and remedies of creditors and generally or by general principles of equity equity. None of the execution and delivery of this Agreement by Atkixx Xxxagement, the performance by Atkixx Xxxagement of its obligations hereunder or the consummation of the transactions contemplated hereby by Atkixx Xxxagement will require any consent, approval or notice under, or violate, breach, be in conflict with or constitute a default (whether considered or an event that, with notice or lapse of time or both, would constitute a default) under, or permit the termination of, or result in the creation or imposition of any lien upon any properties, assets or business of Atkixx Xxxagement under any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument or other agreement or commitment or any order, judgment or decree to which Atkixx Xxxagement is a proceeding at law party or by which Atkixx Xxxagement or any of its assets or properties is bound or encumbered, except those that have already been given, obtained or filed, all as set forth in equity)Section 3.3 of the Disclosure Schedule. No notice to, filing or registration with, notification to, with or authorization, consent or approval of any Governmental Entity public body or governmental or regulatory authority is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of the Transaction Documents to which it is (or will be) a party or necessary for the consummation by the Company Atkixx Xxxagement of the transactions contemplated thereunder, except where the failure of any to obtain such filing or registration, notification or authorization, consent or approval would not, individually or in the aggregate, reasonably be expected to materially affect the Company and its Subsidiaries, taken as a wholeby this Agreement.

Authorization of Transaction. The Company has full entity power and authority to execute and deliver this Agreement and each the Ancillary Agreements to which the Company is a party and subject to adoption by the Company’s Shareholders of this Agreement and approval by the Company’s Shareholders of the other Transaction Documents to which it is (or will be) a partyMerger, and to consummate the transactions contemplated hereby Transaction. Assuming the receipt of the Requisite Shareholder Approval, the execution, delivery and thereby. The execution and delivery performance by the Company of this Agreement and each of the other Transaction Documents Ancillary Agreements to which it the Company is (or will be) a party, party and the consummation by the Company of the transactions contemplated hereby and thereby Transaction have been duly and validly authorized and approved by all required corporate requisite action on the part of the Company and Company, and, other than the Requisite Shareholder Approval, no other approval or other proceedings (corporate proceedings or otherwise) on the part of the Company or the Shareholders is necessary to approve and authorize the execution and execution, delivery by the Company or performance of this Agreement and each such other Transaction Document or the Ancillary Agreements to which the Company is a party and the consummation by the Company of the transactions contemplated hereby or therebyTransaction. This Agreement and each of the Ancillary Agreements to which the Company is a party has been (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will be) duly executed and delivered by the Company, and this Agreement constitutes (ora legal, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation of the Company, Company enforceable against the Company it in accordance with its terms, except that such enforcement as enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now Legal Requirements affecting creditors’ rights generally and limitations on the availability of equitable remedies. Except as set forth in Schedule 4.2, no material consent, approval, order or hereafter in effect relating to authorization of, or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at law registration, declaration or in equity). No filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity Authority is required by or with respect to be made or obtained by the Company or any of its Subsidiaries Company Subsidiary in connection with the execution and delivery by the Company of the Transaction Documents to which it is (or will be) a party this Agreement or the consummation by the Company of the transactions Transactions contemplated thereunderhereby, except where for the failure filing of any to obtain such filing or registrationthe Agreement of Merger, notification or authorization, consent or approval would not, individually or as provided in the aggregate, reasonably be expected to materially affect the Company and its Subsidiaries, taken as a wholeSection 2.2.

Authorization of Transaction. The Company Each of UBIBV, Unicorn and VCG has full entity all requisite corporate power and authority to execute and deliver enter into this Agreement and each to perform its obligations hereunder, subject to the receipt of the other Transaction Documents to which it is (or will be) a partyapprovals, consents and to consummate the transactions authorizations contemplated hereby and therebyhereby. The execution and delivery by the Company of this This Agreement and each of the other Transaction Documents to which it is (or will be) a party, and the consummation by the Company of the transactions contemplated hereby and thereby have has been duly and validly authorized authorized, executed and delivered by all each of UBIBV, VCG and Unicorn and constitutes a legal, valid and binding obligation of UBIBV, VCG and Unicorn, enforceable against each of them in accordance with its terms and conditions, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Except for filings, permits, authorizations, consents and approvals as may be required corporate action on under, and other applicable requirements of, the part of HSR Act and as otherwise set forth in Section 3.1 to the Company Disclosure Schedule, no filing with or notice to, and no other corporate proceedings on the part of the Company permit, authorization, consent or approval of, any Governmental Authority is necessary to authorize for the execution and delivery by the Company each of UBIBV, VCG and Unicorn of this Agreement and each such other Transaction Document or the consummation by the Company each of them of the transactions contemplated hereby or thereby. This Agreement has been (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will be) duly executed and delivered by the Company, and this Agreement constitutes (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity). No filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of the Transaction Documents to which it is (or will be) a party or the consummation by the Company of the transactions contemplated thereunderhereby, except where the failure of any to obtain such filing permits, authorizations, consents or registration, notification approvals or authorization, consent to make such filings or approval give such notice do not or would notnot reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the execution, delivery and performance of this Agreement by each of UBIBV, VCG and Unicorn nor the consummation by them of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective articles of association or bylaws (or similar governing documents) of UBIBV, VCG, Unicorn or any of the Vermont Equities, or (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or lien) under, any of the terms, conditions or provisions of any Law applicable to UBIBV, VCG and Unicorn or any of the Vermont Entities or any note, bond, mortgage, indenture, lease, license, contract, agreement or other 29 instrument or obligation to which UBIBV, VCG, Unicorn or any of the Vermont Entities is a party or by which any of them or any of their respective properties or assets may be bound, except in the case of violations, breaches or defaults which do not or would not reasonably be expected to materially affect have, individually or in the Company and its Subsidiariesaggregate, taken as a wholeMaterial Adverse Effect.

Authorization of Transaction. The Company DRMS has full entity the corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is (or will be) a partyAgreement, and to consummate the transactions hereby contemplated hereby and therebyto take all other actions required to be taken by it pursuant to the provisions hereof. The execution execution, delivery and delivery by the Company performance of this Agreement and each of the other Transaction Documents to which it is (or will be) a party, and the consummation by the Company of the transactions contemplated hereby and thereby have has been duly and validly authorized by all required necessary corporate action on the part of the Company DRMS. This Agreement is valid, binding and no other corporate proceedings on the part of the Company is necessary to authorize enforceable against DRMS in accordance with its terms. Except as set forth in SCHEDULE 2.2 hereto, neither the execution and delivery of this Agreement nor the consummation of the transactions hereby contemplated will (a) contravene or conflict with the certificate of incorporation or Bylaws of DRMS; (b) constitute any violation or breach of any material provision of any material contract or other instrument to which DRMS or any Stockholder is a party or by which any of the Company assets or Stock of DRMS may be affected or secured; (c) constitute any violation or breach of any order, writ, judgment, injunction, decree, statute, rule or regulation or will result in the creation of any lien, charge or encumbrance binding on or applicable to DRMS or the Stock; or (d) conflict with, or constitute a default under, or result in the termination or cancellation of, or right to accelerate, any material agreement, contract or other instrument binding upon DRMS or any Stockholder or any material license, franchise, permit or other similar authorization held by DRMS. Except as set forth on SCHEDULE 2.2 hereto, the execution, delivery and performance by DRMS and the Stockholders of this Agreement and each such other Transaction Document or the consummation by the Company of the transactions contemplated hereby or thereby. This Agreement has been (or, in by DRMS and the case of each other Transaction Document to be entered into Stockholders require no action by the Company at or prior to the Closing, will be) duly executed and delivered by the Company, and this Agreement constitutes (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity). No respect of, or filing or registration with, notification toany governmental body, agency, official or authorization, consent or approval of any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of the Transaction Documents to which it is (or will be) a party or the consummation by the Company of the transactions contemplated thereunder, except where the failure of any to obtain such filing or registration, notification or authorization, consent or approval would not, individually or in the aggregate, reasonably be expected to materially affect the Company and its Subsidiaries, taken as a wholeauthority.

Authorization of Transaction. The Seller and, with respect to any applicable Ancillary Agreement to which it is a party, each Acquired Company has full entity requisite corporate power and authority to execute execute, deliver and deliver perform its respective obligations under this Agreement and each of the other Transaction Documents to which it is (or will be) a partyAncillary Agreements, and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by the Seller and each Acquired Company of this Agreement and each of the other Transaction Documents Ancillary Agreements to which it is (or will be) they are a party, party and the consummation by the Seller and each Acquired Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all required necessary corporate action on the part of Seller and the Company Acquired Companies, respectively, and no other corporate proceedings on the part of Seller or the Company is Acquired Companies, respectively, are necessary to authorize the execution execution, delivery and delivery performance by the Seller and each Acquired Company of this Agreement and each such other Transaction Document the Ancillary Agreements to which they are a party or the consummation by the Company of to consummate the transactions contemplated hereby or thereby. This Agreement has been (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will be) duly executed and delivered by the CompanySeller and, assuming due authorization, execution and delivery by Buyer, constitutes, and this each Ancillary Agreement constitutes (orto the extent Seller or an Acquired Company is a party thereto), in when executed and delivered by Seller or the case of each other Transaction Document to be entered into applicable Acquired Company (assuming due authorization, execution and delivery by the Company at or prior to the Closing, will constituteother parties thereto) shall constitute a valid and legally binding obligation of Seller or the applicable Acquired Company, enforceable against Seller or the applicable Acquired Company in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity). No filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity is required to be made or obtained by ) and the Company or any of its Subsidiaries in connection with the execution and delivery by the Company discretion of the Transaction Documents to court before which it is any proceeding therefor may be brought (or will be) a party or collectively, the consummation by the Company of the transactions contemplated thereunder, except where the failure of any to obtain such filing or registration, notification or authorization, consent or approval would not, individually or in the aggregate, reasonably be expected to materially affect the Company “Bankruptcy and its Subsidiaries, taken as a wholeEquity Principles”).

Authorization of Transaction. The Company has full entity power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is (or will be) a party, and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is (or will be) a partyAgreement, and the consummation by the Company of the transactions contemplated hereby and thereby hereby, have been duly and validly authorized by all required corporate action or other action, as the case may be, on the part of the Company and no other corporate proceedings or other proceedings, as the case may be, on the part of the Company is are necessary to authorize the execution and delivery by the Company of this Agreement and each such other Transaction Document or the consummation by the Company of to consummate the transactions contemplated hereby or therebyhereby. This Agreement has been (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will be) duly executed and delivered by the Company, Company and this Agreement constitutes (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity)) and the discretion of the court before which any proceeding therefor may be brought. No filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity Authority is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the performance by the Company of the Transaction Documents to which it is (or will be) a party or the consummation by the Company of the transactions contemplated thereunderits obligations hereunder, except where (i) filings under the HSR Act, (ii) those that become applicable as a result of matters specifically related to Buyer or its Affiliates, and (iii) such other Governmental Authority consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the failure of any which to obtain such filing be obtained or registration, notification or authorization, consent or approval made would not, individually or in the aggregate, be reasonably be expected likely to materially affect the Company and its Subsidiaries, taken as have a wholeMaterial Adverse Effect.

Authorization of Transaction. The Company has Target and the Stockholders have full entity power and authority (including full corporate power and authority in the case of the Target) to execute and deliver this Agreement and the other documents contemplated hereby to which they are a party and to perform their respective obligations hereunder and thereunder. By his or her execution hereof, each Stockholder who beneficially owns Class E Target Shares, as set forth in Exhibit 3(b) to the TARGET'S DISCLOSURE SCHEDULE, in their respective capacities as a named fiduciary of their respective accounts under the ESOP, hereby direct the Trustee (i) to take such actions as are necessary to exercise the voting rights appurtenant to the Target Shares held in their respective ESOP accounts in favor of the Merger and (ii) to execute this Agreement. By his or her execution hereof, each Stockholder hereby consents to the Merger. This Agreement and the other Transaction Documents documents contemplated hereby to which it is they are a party (or will be) a party, and to consummate the transactions contemplated hereby and thereby. The assuming execution and delivery by the Company of this Agreement and each of Buyer) constitute the other Transaction Documents to which it is (or will be) a party, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all required corporate action on the part of the Company and no other corporate proceedings on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and each such other Transaction Document or the consummation by the Company of the transactions contemplated hereby or thereby. This Agreement has been (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will be) duly executed and delivered by the Company, and this Agreement constitutes (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation obligations of the CompanyTarget and each Stockholder, as the case may be, enforceable against the Company in accordance with its termsterms and conditions, except that such enforcement as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws now affecting creditors' rights generally or hereafter in effect relating to or affecting the rights and remedies of creditors and by general principles of equity (equity, whether considered in a proceeding in equity or at law law. Neither the Target nor any Stockholder or in equity). No Closing Stockholder is required to give any notice to, make any filing or registration with, notification to, or obtain any authorization, consent consent, or approval of any Governmental Entity is required government or governmental agency in order for the Parties to be made or obtained by the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of the Transaction Documents to which it is (or will be) a party or the consummation by the Company of consummate the transactions contemplated thereunderby this Agreement, except where the failure of any to give notice, to file, or to obtain such filing or registration, notification or any authorization, consent consent, or approval would not, individually or in not have a Material Adverse Effect on the aggregate, reasonably be expected to materially affect the Company and its Subsidiaries, taken as a wholeTarget.

Authorization of Transaction. (a) The Company has full entity all requisite power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is (or will be) a party, and to consummate the transactions contemplated hereby and therebyperform its obligations hereunder. The execution and delivery by the Company of this Agreement and each the Transaction Documentation, and, subject to the adoption of this Agreement and (a) the approval of the other Transaction Documents to which it is adoption of this Agreement and the transactions contemplated hereby, including, without limitation, the Merger, by the members of the Company required by the certificate of formation of the Company and under Arizona law and (or will beb) a partythe approvals and waivers set forth in Section 2.5(a) of the Company Disclosure Schedule (collectively, and the “Company Consents”), the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all required necessary corporate action on the part of the Company and no other corporate proceedings on Company. Without limiting the part generality of the foregoing, the managers of the Company is necessary have unanimously (a) determined that this Agreement and the transactions contemplated hereby, including, without limitation, the Merger, are fair to authorize and in the execution and delivery by best interests of the Company and its sole member, (b) approved and declared advisable this Agreement and the transactions contemplated hereby, including, without limitation, the Merger, (c) directed that this Agreement be submitted to the Company Members for adoption, and (d) resolved to recommend the approval of the adoption of this Agreement and each such other Transaction Document or the consummation transactions contemplated hereby, including, without limitation, the Merger, by the Company of the transactions contemplated hereby or therebyMembers. This Agreement has been (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will be) duly and validly executed and delivered by the Company, Company and this Agreement constitutes (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforcement enforceability may be limited by under applicable bankruptcy, insolvencyinsolvency and similar laws, reorganization, moratorium rules or other similar laws now or hereafter in effect relating to or regulations affecting the creditors’ rights and remedies of creditors generally and to general principles of equity (equity, whether considered applied in a proceeding at court of law or a court of equity. (b) The execution, delivery and performance by each of the Company and the Company Parent of this Agreement and the other Transaction Documentation to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in equitya violation or breach of, or default under, any provision of the Organizational Documents of the Company and the Company Parent; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Company and the Company Parent; or (c) except as set forth in Section 2.5(b) of the Company Disclosure Schedule, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or result in the acceleration of any Contract to which the Company and the Company Parent is a party, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to give notice would not have a Company Material Adverse Effect on the Company’s and the Company Parent’s ability to consummate the transactions contemplated hereby. No consent, approval, Permit, Governmental Order, declaration or filing or registration with, notification or notice to, or authorization, consent or approval of any Governmental Entity Authority is required by or with respect to be made or obtained by the Company or any of its Subsidiaries and the Company Parent in connection with the execution and delivery by of this Agreement and the Company of the other Transaction Documents to which it is (or will be) a party or Documentation and the consummation by the Company of the transactions contemplated thereunderhereby and thereby, except where for such filings as may be required under the failure of any to obtain HSR Act, the Communications Laws and such filing consents, approvals, Permits, Governmental Orders, declarations, filings or registration, notification or authorization, consent or approval notices which would not, individually or in not have a Material Adverse Effect on the aggregate, reasonably be expected to materially affect Company’s and the Company and its Subsidiaries, taken as a wholeParent’s ability to consummate the transactions contemplated hereby.

Authorization of Transaction. The Company Each of Parent and Sellers has full entity power and authority (including full corporate, limited liability company or partnership, as the case may be, power and authority) to execute execute, deliver and deliver perform its obligations under this Agreement and each of the other Transaction Documents to which it is (or will be) a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is (or will be) a party, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all required corporate action on the part of the Company and no other corporate proceedings on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and each such other Transaction Document or the consummation by the Company of the transactions contemplated hereby or therebyAgreement. This Agreement has been (orduly executed by Parent and each Seller, in and, assuming the case of due authorization, execution and delivery by each other Transaction Document to be entered into by the Company at or prior to the ClosingParty hereto, will be) duly executed and delivered by the Company, and this Agreement constitutes (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation of the CompanyParent and each Seller, enforceable against the Company in accordance with its termsterms and conditions, except that such enforcement may be limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium fraudulent conveyance or other similar laws now or hereafter in effect relating affecting creditors’ rights generally and to or affecting the rights and remedies of creditors and general principles of equity (equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law. Except as set forth on Schedule 3(b), neither Parent nor any Seller is required by applicable law or in equity). No to give any notice to, make any filing or registration with, notification to, or obtain any authorization, consent or approval of any Governmental Entity is required in order to be made or obtained by the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of the Transaction Documents to which it is (or will be) a party or the consummation by the Company of consummate the transactions contemplated thereunderby this Agreement, except where the failure of any to give notice, to file, or to obtain such filing or registration, notification or any authorization, consent or approval has not had, and would notnot reasonably be likely to have a Material Adverse Effect. The execution, individually or delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Parent and each Seller. Sellers have made available to Buyer copies of all current articles of associations and shareholders’ agreements applicable to the Companies, all of which are presently valid and in full force and effect. Any material facts and other material documents with respect to the Companies that are required by applicable law to be filed with the competent commercial register have been filed and there are no resolutions which are required to be registered in such commercial register but are not reflected in the aggregate, reasonably be expected to materially affect the Company and its Subsidiaries, taken as a wholecurrent excerpts therefrom.

Authorization of Transaction. The Company has full entity corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is (or will be) a party, and to consummate the transactions and to perform its obligations contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is (or will be) a party, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all required corporate action on the part of the Company and no other corporate proceedings on the part of the Company is are necessary to authorize the execution and delivery by the Company of this Agreement and each such other Transaction Document Documents or the consummation and performance by the Company of the transactions contemplated hereby or thereby. This Agreement has been (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will be) duly executed and delivered by the Company, and this Agreement constitutes (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation of the Company, enforceable against the Company it in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity)) and the discretion of the court before which any proceeding therefor may be brought. No filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of the Transaction Documents to which it is (or will be) a party or the consummation performance by the Company of the transactions contemplated its obligations thereunder, except where the failure of any to obtain such filing or registration(i) as set forth on Schedule 3.2(b), notification or authorization(ii) filings under applicable competition Laws, consent or approval would notif required, individually or in the aggregate, reasonably be expected to materially affect the Company and its Subsidiaries, taken (iii) those that become applicable as a wholeresult of matters related to Buyer or its Affiliates.

Authorization of Transaction. The Company Each of Holdings, Seller and Unicorn has full entity all requisite corporate power and authority to execute and deliver enter into this Agreement and each to perform its obligations hereunder, subject to the receipt of the other Transaction Documents to which it is (or will be) a partyapprovals, consents and to consummate the transactions authorizations contemplated hereby and therebyhereby. The execution and delivery by the Company of this This Agreement and each of the other Transaction Documents to which it is (or will be) a party, and the consummation by the Company of the transactions contemplated hereby and thereby have has been duly and validly authorized authorized, executed and delivered by all each of Holdings, Seller and Unicorn and constitutes a legal, valid and binding obligation of Holdings, Seller and Unicorn, enforceable against each of them in accordance with its terms and conditions, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Except for filings, permits, authorizations, consents and approvals as may be required corporate action on under, and other applicable requirements of, the part of HSR Act and as otherwise set forth in Section 3.1 to the Company Disclosure Schedule, no filing with or notice to, and no other corporate proceedings on the part of the Company permit, authorization, consent or approval of, any Governmental Authority is necessary to authorize for the execution and delivery by the Company each of Holdings, Seller and Unicorn of this Agreement and each such other Transaction Document or the consummation by the Company each of them (including VCG) of the transactions contemplated hereby or thereby. This Agreement has been (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will be) duly executed and delivered by the Company, and this Agreement constitutes (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity). No filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of the Transaction Documents to which it is (or will be) a party or the consummation by the Company of the transactions contemplated thereunderhereby, except where the failure of any to obtain such filing permits, authorizations, consents or registration, notification approvals or authorization, consent to make such filings or approval give such notice do not or would notnot reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the execution, delivery and performance of this Agreement by each of Holdings, Seller and Unicorn nor the consummation by them of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective articles of association or bylaws (or similar governing documents) of Holdings, Seller, Unicorn or any of the Group Entities, or (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or lien) under, any of the terms, conditions or provisions of any Law applicable to Holdings, Seller, Unicorn or any of the Group Entities or any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Holdings, Seller, Unicorn or any of the Group Entities is a party or by which any of them or any of their respective properties or assets may be bound, except in the case of violations, breaches or defaults which do not or would not reasonably be expected to materially affect have, individually or in the Company and its Subsidiariesaggregate, taken as a wholeMaterial Adverse Effect.

Authorization of Transaction. The Subject to the written consent or affirmative vote of Shareholders holding at least Two-Thirds (2/3) of the outstanding Shares entitled to vote (the “Requisite Company Vote”) to authorize the Merger, Company has full entity the requisite corporate power and authority to execute enter into and deliver perform its obligations under this Agreement and each of the other Transaction Documents Covered Agreements to which it is (or will be) a party, party and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by the Company of this Agreement and each of the any other Transaction Documents Covered Agreement to which it is (or will be) a party, party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all required requisite corporate action on the part of the Company Company, and no other corporate proceedings on the part of the Company is are necessary to authorize the execution execution, delivery and delivery by the Company performance of this Agreement or any other Covered Agreement to which it is a party or to consummate the Merger and each such the other Transaction Document or the consummation by the Company of the transactions contemplated hereby or and thereby, subject only, in the case of consummation of the Merger, to the receipt of the Requisite Company Vote. This Agreement has been (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will be) duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Parent and Merger Sub) this Agreement constitutes (ora legal, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation of the Company, Company enforceable against the Company in accordance with its terms, terms except that as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium the Enforceability Limitations. When each Covered Agreement to which Company is or other similar laws now or hereafter in effect relating to or affecting the rights will be a party has been duly executed and remedies of creditors and general principles of equity delivered by Company (whether considered in a proceeding at law or in equity). No filing or registration with, notification to, or assuming due authorization, consent or approval of any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution and delivery by the other parties thereto), such Covered Agreement will constitute a legal, valid and binding obligation of Company of the Transaction Documents to which it is (or will be) a party or the consummation enforceable against Company in accordance with its terms except as such enforcement may be limited by the Company of the transactions contemplated thereunder, except where the failure of any to obtain such filing or registration, notification or authorization, consent or approval would not, individually or in the aggregate, reasonably be expected to materially affect the Company and its Subsidiaries, taken as a wholeEnforceability Limitations.

Authorization of Transaction. The Company Such Seller has full entity power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is (or will be) a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is (or will be) a party, party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all required corporate action or other action, as the case may be, on the part of the Company such Seller and no other corporate proceedings or other proceedings, as the case may be, on the part of the Company is such Seller are necessary to authorize the execution and delivery by of the Company of this Agreement and each such other Transaction Document Documents or the consummation by the Company of to consummate the transactions contemplated hereby or thereby. This Agreement has been (orbeen, in the case of and at Closing each other Transaction Document to be entered into executed by the Company at or prior to the Closing, such Seller (if any) will be) , duly executed and delivered by the Companysuch Seller and constitutes, and this Agreement constitutes or will constitute (oras applicable), in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation of the Companysuch Seller, enforceable against the Company in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity)) and the discretion of the court before which any proceeding therefor may be brought. No filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity Authority is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of the Transaction Documents to which it is (or will be) a party by such Seller or the consummation performance by such Seller of its obligations hereunder, except (i) filings under the Company HSR Act, (ii) those that become applicable as a result of matters specifically related to Buyer or its Affiliates, and (iii) such other Governmental Authority filings, registrations, notifications, authorizations, consents or approvals the failure of which to be obtained or made would not have a material adverse effect on such Seller’s ability to consummate the transactions contemplated thereunder, except where the failure of any to obtain such filing or registration, notification or authorization, consent or approval would not, individually or in the aggregate, reasonably be expected to materially affect the Company and its Subsidiaries, taken as a wholehereby.

Authorization of Transaction. The Company has full entity corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is (or will be) a party, to perform its covenants and obligations hereunder, and (subject only to obtaining the Company Shareholder Approval) to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is (or will be) a party, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all required corporate action on the part of the Company, other than the Company Shareholder Approval, and (subject only to obtaining the Company Shareholder Approval) no other corporate proceedings on the part of the Company is are necessary to authorize the execution and delivery by the Company of this Agreement and each such other Transaction Document or the consummation by the Company of the transactions contemplated hereby or thereby. This Agreement has been (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will be) duly executed and delivered by the Company, and (subject only to obtaining the Company Shareholder Approval) this Agreement constitutes (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation of the Company, enforceable against the Company it in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity) and the discretion of the court before which any proceeding therefor may be brought. The Board has unanimously (i) approved and adopted this Agreement and determined that the transactions contemplated hereby, including the Merger, take together, are advisable and in the best interests of the Company’s Shareholders and (ii) recommended approval by the Company’s Shareholders of the Agreement, the Merger and the transactions contemplated hereby (collectively, the “Board Recommendation”). The Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date of this Agreement. No filing or registration with, notification to, or authorization, consent consent, permit, order or approval of any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution execution, delivery and delivery performance by the Company of the Transaction Documents to which it is (or will be) a party or the consummation by the Company of the Merger and the other transactions contemplated thereunder, except where (i) filing of the Proxy Statement and Other Filings with the SEC, (ii) filings under the HSR Act or any other applicable competition Laws, (iii) the filing of the Articles of Merger with the Wisconsin Department of Financial Institutions, (iv) such filing as may be required under the rules of NASDAQ; (v) those that become applicable primarily as a result of matters related to Parent or its Affiliates, and (vi) such other Governmental Entity filings, registrations, notifications, authorizations, consents or approvals the failure of any which to obtain such filing be obtained or registration, notification or authorization, consent or approval made would not, individually or in the aggregate, reasonably be expected to materially affect have a Material Adverse Effect. The Company Shareholder Approval is the only vote of the holders of any Equity of the Company that is necessary pursuant to applicable Law, the Articles of Incorporation or the Bylaws to adopt this Agreement and its Subsidiaries, taken as a wholeconsummate the Merger.

Authorization of Transaction. The Company Each of the Parent and the Sub has full entity power and authority (including full corporate power and authority) to execute and deliver this Agreement and each of the other Transaction Documents to which it is (or will be) a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is (or will be) a party, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all required corporate action on the part of the Company and no other corporate proceedings on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and each such other Transaction Document or the consummation by the Company of the transactions contemplated hereby or therebyperform its obligations hereunder. This Agreement has been (or, in constitutes the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will be) duly executed and delivered by the Company, and this Agreement constitutes (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation of the CompanyParent and the Sub, enforceable against the Company in accordance with its termsterms and conditions, except that such enforcement as may be limited by bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws now or hereafter in effect of general application relating to or affecting the enforcement of rights of creditors. The execution and remedies delivery of creditors this Agreement and general principles the consummation of equity (whether considered in a proceeding at law or in equity)the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and the Sub. No filing or registration The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with, notification toor result in any violation of, or authorizationdefault under (with or without notice or lapse of time, consent or approval both), or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under (i) any provision of the Articles of Incorporation or Bylaws of the Parent or the Sub or (ii) any mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or Sub or the properties or assets of either Parent or Sub. Except as required by the Securities Exchange Act and Section 2(c) of this Agreement, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity Entity, is required by or with respect to be made Parent or obtained by the Company or any of its Subsidiaries Sub in connection with the execution and delivery of this Agreement by the Company of the Transaction Documents to which it is (Parent or will be) a party Sub or the consummation by the Company Parent or Sub of the transactions contemplated thereunderhereby, except where for such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state and federal securities laws and the failure laws of any to obtain such filing or registration, notification or authorization, consent or approval would not, individually or in the aggregate, reasonably be expected to materially affect the Company and its Subsidiaries, taken as a wholeforeign country.

Authorization of Transaction. The Company Buyer has full entity company power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is (or will be) a party, party and to consummate the transactions and perform its obligations contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each Buyer of the other Transaction Documents to which it is (or will be) a party, party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all required corporate company action on the part of the Company Buyer and no other corporate company proceedings on the part of the Company is Buyer are necessary to authorize the execution and delivery by Buyer of the Company of this Agreement and each such other Transaction Document Documents to which it is (or will be) a party or the consummation and performance by the Company Buyer of the transactions contemplated hereby or thereby. This Agreement has been (or, in the case of each other Transaction Document to be entered into by the Company Buyer at or prior to the Closing, will be) duly executed and delivered by the CompanyBuyer, and this Agreement constitutes (or, in the case of each other Transaction Document to be entered into by the Company Buyer at or prior to the Closing, will constitute) a valid and legally binding obligation of the CompanyBuyer, enforceable against the Company Buyer in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity)) and the discretion of the court before which any proceeding therefor may be brought. No filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution and delivery by the Company Buyer of the Transaction Documents to which it is (or will be) a party party, or the consummation performance by the Company Buyer of the transactions contemplated its obligations thereunder, except where the failure of any to obtain such filing or registration, notification or authorization, consent or approval would not, individually or in the aggregate, reasonably be expected to materially affect the Company and its Subsidiaries, taken as a wholeset forth on Schedule 3.3(b).

Authorization of Transaction. (a) The Company has full entity power and authority to execute and deliver this Agreement and each of the other Transaction Documents Ancillary Agreements to which it the Company is (or will be) a party, party and to consummate the transactions contemplated hereby and therebyTransaction. The execution execution, delivery and delivery performance by the Company of this Agreement and each of the other Transaction Documents Ancillary Agreements to which it the Company is (or will be) a party, party and the consummation by the Company of the transactions contemplated hereby and thereby Transaction have been duly and validly authorized and approved by all required corporate requisite action on the part of the Company Company, including all action required to be taken by the Stockholders, and no other approval or other proceedings (corporate proceedings or otherwise) on the part of the Company is are necessary to approve and authorize the execution and execution, delivery by the Company or performance of this Agreement and each such other Transaction Document or the Ancillary Agreements to which the Company is a party and the consummation by the Company of the transactions contemplated hereby or therebyTransaction. This Agreement has been (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will be) duly executed and delivered by the Company, and this Agreement constitutes (ora legal, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation of the Company, Company enforceable against the Company it in accordance with its terms, except that such enforcement as enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating Legal Requirements affecting creditors’ rights generally and limitations on the availability of equitable remedies. As of the Closing, the Ancillary Agreements to or affecting which the rights Company is a party will have been duly executed and remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity). No filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity is required to be made or obtained delivered by the Company or any Company, and each such Ancillary Agreement will constitute a legal, valid and binding agreement of its Subsidiaries in connection with the execution and delivery by the Company enforceable against it in accordance with its terms, except as enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other Legal Requirements affecting creditors’ rights generally and limitations on the availability of equitable remedies. (b) The Board of Directors of the Company, by unanimous written consent, has (i) determined that this Agreement and the Transaction Documents (including the Merger) are advisable, fair to which it is (or will be) a party or the consummation by the Company of the transactions contemplated thereunder, except where the failure of any to obtain such filing or registration, notification or authorization, consent or approval would not, individually or and in the aggregate, reasonably be expected to materially affect best interests of the Company and its Subsidiariesthe Stockholders, taken as a whole(ii) approved and adopted this Agreement and the Transaction (including the Merger), (iii) recommended the approval and adoption of this Agreement by the Stockholders, and (iv) directed that this Agreement be submitted to the Stockholders for approval. The vote required to approve this Agreement by the Stockholders is set forth in Schedule 4.2 (the “Sufficient Stockholder Vote”).

Authorization of Transaction. The Company Seller has all necessary power and authority (including, if such Seller is an entity, full corporate or other entity power and authority authority, and if such Seller is a natural person, full legal capacity) to execute and deliver this Agreement and each of the other Transaction Documents to which it such Seller is (or will be) be a party, party and to consummate perform his, her, or its obligations hereunder and thereunder. If such Seller is an entity, the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it Target is (or will be) be a party, and the performance of its obligations and consummation by the Company of the transactions contemplated hereby and thereby have been been, or will be at the time of execution, as the case may be, duly and validly authorized by all required corporate necessary action on the part of the Company and no Seller. No other corporate actions or proceedings on the part of the Company is Seller are necessary to authorize consummate the transactions contemplated by this Agreement and each of the other Transaction Documents to which Seller is or will be a party. This Agreement and each of the other Transaction Documents to which Seller is or will be a party has been or will be duly and validly executed and delivered by Seller and, assuming due authorization, execution and delivery by the Company of other parties to this Agreement and each such of the other Transaction Document Documents to which Seller is or will be a party, the consummation by the Company Agreement and each of the transactions contemplated hereby or thereby. This Agreement has been (or, in the case of each other Transaction Document Documents to which Seller is or will be entered into by the Company at or prior to the Closing, will be) duly executed and delivered by the Company, and this Agreement constitutes (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, a party will constitute) a , upon such execution and delivery, the valid and legally binding obligation of the CompanySeller, enforceable against the Company in accordance with its termsterms and conditions, except that as such enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or Laws affecting the enforcement of creditors’ rights and remedies of creditors generally, and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law in Law or in equity) (the “Bankruptcy Exceptions”). No Except as required by the HSR Act, Seller need not give any notice to, make any filing or registration with, notification to, or obtain any authorization, consent consent, or approval of any Governmental Entity is required in order to be made or obtained by the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of the Transaction Documents to which it is (or will be) a party or the consummation by the Company of consummate the transactions contemplated thereunder, except where the failure of any to obtain such filing or registration, notification or authorization, consent or approval would not, individually or in the aggregate, reasonably be expected to materially affect the Company and its Subsidiaries, taken as a wholeby this Agreement.

Authorization of Transaction. (i) The Company has full entity corporate power and authority to execute and deliver this Agreement Agreement, and each of the other Transaction Documents to which it is (or will be) a party, and and, subject to, in the case of the consummation of the Merger, adoption of this Agreement by the affirmative vote or consent of the holders of a majority of the outstanding shares of Common Stock (the “Requisite Company Vote”), to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is (or will be) a party, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all required corporate action on the part of the Company Company, and no other corporate proceedings on the part of the Company is are necessary to authorize the execution and delivery by the Company of this Agreement and each such other Transaction Document Document, the performance by the Company of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby or thereby, subject only, in the case of the consummation of the Merger, to the receipt of the Requisite Company Vote. The Requisite Company Vote is the only vote or consent of the holders of any class or series of the Company’s capital stock necessary to approve and adopt this Agreement, approve the Merger, and consummate the Merger and the other transactions contemplated hereby. This Agreement has been (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will be) duly executed and delivered by the Company, and this Agreement constitutes (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation of the Company, enforceable against the Company it in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity) and the discretion of the court before which any proceeding therefor may be brought. The Board, by resolutions duly adopted by a unanimous vote at a meeting of all directors of the Company duly called and held and, not subsequently rescinded or modified in any way, has: (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, are fair to, and in the best interests of, the Company and the Company’s stockholders; (ii) approved and declared advisable this Agreement, including the execution, delivery, and performance thereof, and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms and subject to the conditions set forth herein (the “Declaration”). ; (iii) directed that this Agreement be submitted to a vote of the Company’s stockholders for adoption at the Company Stockholders Meeting; and (iv) resolved to recommend that Company stockholders vote in favor of adoption of this Agreement in accordance with the DGCL (the “Recommendation”), which Recommendation has not been withdrawn, rescinded or modified in any way as of the date of this Agreement. (ii) The Board has taken all necessary action such that the restrictions imposed on business combinations by Section 203 of the DGCL are inapplicable to this Agreement and the Stockholder Support Agreements, and no other “control share acquisition,” “fair price,” “moratorium,” “business combination” or other anti-takeover Law (a “Takeover Statute”) or any anti-takeover provision in the organizational documents of the Company is applicable to the Company, the Shares, this Agreement, the Stockholder Support Agreement, the Merger or the transactions contemplated herein. (iii) No filing or registration with, notification to, or authorization, consent consent, permit, order or approval of any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution execution, delivery and delivery performance by the Company of the Transaction Documents to which it is (or will be) a party or the consummation by the Company of the Merger and the other transactions contemplated thereunder, except where (i) the filing of Company Proxy Statement in definitive form with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) the filing of any Other Filings with the SEC, (iii) filings under (A) the HSR Act or (B) or any other applicable competition Laws (the “Foreign Antitrust Laws”) and, together with the HSR Act, the “Antitrust Laws”) , (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (v) those that may be required under the applicable rules and regulations the Nasdaq National Market (“Nasdaq”), and (vi) such other Governmental Entity filings, registrations, notifications, authorizations, consents or approvals the failure of any which to obtain such filing be obtained or registration, notification or authorization, consent or approval made would not, individually or in the aggregate, reasonably be expected to materially affect the Company and its Subsidiaries, taken as have a wholeMaterial Adverse Effect.

Authorization of Transaction. The Company Each of the Seller and Parent has full entity corporate power and corporate authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is (or will be) a party, and to consummate the transactions contemplated hereby and therebyperform Seller’s obligations hereunder. The execution execution, delivery and delivery by the Company performance of this Agreement and each all of the other Transaction Documents agreements and instruments contemplated hereby to which it the Seller or Parent is (or will be) a party, and the consummation by the Company of the transactions contemplated hereby and thereby party have been duly and validly authorized by all required the Seller or Parent, as applicable, and no other corporate action act or other proceeding on the part of the Company and no other corporate proceedings on the part Parent or Seller or either of the Company their boards of directors is necessary to authorize the execution and execution, delivery by the Company or performance of this Agreement and each such other Transaction Document or the other agreements contemplated hereby and the consummation by the Company of the transactions contemplated hereby or thereby. This Agreement has been (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will be) duly executed by each of the Seller and delivered by Parent and constitutes the Company, and this Agreement constitutes (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation of the Companyeach, enforceable against the Company in accordance with its terms and conditions, and each of the other agreements and instruments contemplated hereby to which the Seller or Parent is a party, when executed and delivered by Parent or the Seller, 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, except that such enforcement may be limited by in each case subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar laws now or hereafter in affecting creditors’ rights generally and subject, as to enforceability, to the effect relating to or affecting the rights and remedies of creditors and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw). No The Seller and Parent need not give any notice to, make any filing or registration with, notification to, or obtain any authorization, consent consent, or approval of any Governmental Entity is required government or governmental agency in order to be made or obtained consummate the transactions contemplated by this Agreement. None of the Company Seller, Parent or any of its their respective Subsidiaries in connection with the execution and delivery by the Company of the Transaction Documents to which it is (or will be) a party to or the consummation bound by the any written or oral agreement or understanding with respect to a Company of the transactions contemplated thereunderTransaction other than this Agreement, except where the failure of any to obtain and each such filing or registration, notification or authorization, consent or approval would not, individually or in the aggregate, reasonably be expected to materially affect the Company Person has terminated all discussions with third parties (other than with Buyer and its Subsidiaries, taken as a wholeAffiliates) regarding Company Transactions.

Authorization of Transaction. (a) The Company has full entity corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents Ancillary Agreements to which it the Company is (or will be) a party, party and to consummate the transactions contemplated hereby and therebyTransaction. The execution execution, delivery and delivery performance by the Company of this Agreement and each of the other Transaction Documents Ancillary Agreements to which it the Company is (or will be) a party, party and the consummation by the Company of the transactions contemplated hereby and thereby Transaction have been duly and validly authorized and approved by all required requisite corporate action on the part of the Company Company, including all corporate action required to be taken by the Stockholders, and no other approval or other proceedings (corporate proceedings or otherwise) on the part of the Company is are necessary to approve and authorize the execution and execution, delivery by the Company or performance of this Agreement and each such other Transaction Document or the Ancillary Agreements to which the Company is a party and the consummation by the Company of the transactions contemplated hereby or therebyTransaction. This Agreement has been (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will be) duly executed and delivered by the Company, and this Agreement constitutes (ora legal, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation of the Company, Company enforceable against the Company it in accordance with its terms, except that such enforcement as enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating Legal Requirements affecting creditors' rights generally and limitations on the availability of equitable remedies. As of the Closing, the Ancillary Agreements to or affecting which the rights Company is a party will have been duly executed and remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity). No filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity is required to be made or obtained delivered by the Company or any Company, and each such Ancillary Agreement will constitute a legal, valid and binding agreement of its Subsidiaries in connection with the execution and delivery by the Company enforceable against it in accordance with its terms, except as enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other Legal Requirements affecting creditors' rights generally and limitations on the availability of equitable remedies. (b) The Board of Directors of the Company, by unanimous written consent, has (i) determined that this Agreement and the Transaction Documents (including the Merger) are advisable, fair to which it is (or will be) a party or the consummation by the Company of the transactions contemplated thereunder, except where the failure of any to obtain such filing or registration, notification or authorization, consent or approval would not, individually or and in the aggregate, reasonably be expected to materially affect best interests of the Company and its Subsidiariesthe Stockholders, taken as (ii) approved and adopted this Agreement and the Transaction (including the Merger), (iii) recommended the approval and adoption of this Agreement and the Transaction (including the Merger) by the Stockholders, and (iv) directed that this Agreement and the Transaction (including the Merger) be submitted to the Stockholders for approval. (c) The Stockholders listed on Schedule 4.2(c), representing holders of a wholenumber of shares of Common Stock of the Company equal to or exceeding the Approval Threshold, have voted all of their shares of capital stock of the Company, or executed a written consent, in favor of approving this Agreement, the Ancillary Agreements and the Transaction (including the Merger) and by doing so have waived any Dissenter's Rights with respect to the Transaction (including the Merger).

Authorization of Transaction. (a) The Company has the full entity corporate power and authority to execute execute, deliver and deliver perform this Agreement and each of the other Transaction Documents Ancillary Agreements; to which it is (or will be) a partyperform its obligations hereunder and thereunder, and to consummate carry out the transactions contemplated hereby and thereby. The execution and delivery All necessary action, corporate or otherwise, has been taken by the Company to authorize the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which it is (or will be) a party, Ancillary Agreements and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all required corporate action on the part of the Company and no other corporate proceedings on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and each such other Transaction Document or the consummation by the Company of the transactions contemplated hereby or thereby. This Agreement has been (orbeen, in the case of and each other Transaction Document to Ancillary Agreement will be entered into by the Company at or prior to the Closing, will be) duly executed and delivered by the Company, Company and this Agreement constitutes (orand each Ancillary Agreement is, in or upon the case of each other Transaction Document to be entered into by Closing will be, the Company at or prior to the Closinglegal, will constitute) a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its their terms, except that (i) as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws now or hereafter in effect relating affecting creditors’ rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to or affecting the rights equitable defenses and remedies to the discretion of creditors the court before which any proceeding therefore may be brought. (b) The Board of Directors of the Company, at a meeting duly called and general principles of equity (whether considered in a proceeding at law or in equity). No filing or registration with, notification toheld, or authorizationthrough an action by written consent, consent or approval unanimously has (i) approved the Merger in accordance with the provisions of any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with MBCA, (ii) approved this Agreement, the Merger and the other transactions contemplated hereby, (iii) authorized the execution and delivery of this Agreement and the other Ancillary Agreements, (iv) directed that this Agreement and the Merger be submitted to the Company Shareholders for their approval and (v) resolved to recommend that the Company Shareholders vote in favor of the approval of this Agreement and the Merger. Except for approval of the Company’s Shareholders, all other necessary action, corporate or otherwise, has been taken by the Company to approve the Merger and to authorize the execution, delivery and performance of this Agreement and the Transaction Documents to which it is (or will be) a party or the consummation by the Company of the transactions contemplated thereunder, except where the failure of any to obtain such filing or registration, notification or authorization, consent or approval would not, individually or in the aggregate, reasonably be expected to materially affect the Company and its Subsidiaries, taken as a wholeAncillary Agreements.

Authorization of Transaction. The Company Seller has full entity corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is (or will be) a party, and to consummate the transactions and perform its obligations contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it Seller is (or will be) a party, party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all required corporate action on the part of the Company Seller and no other corporate proceedings on the part of the Company is Seller are necessary to authorize the execution and delivery by the Company of this Agreement and each such other Transaction Document Documents or the consummation by the Company of to consummate the transactions contemplated hereby or thereby. This Agreement has been (or, in the case of each other Transaction Document to be entered into by the Company Seller at or prior to the Closing, will be) duly executed and delivered by the CompanySeller, and this Agreement constitutes (or, in the case of each other Transaction Document to be entered into by the Company Seller at or prior to the Closing, will constitute) a valid and legally binding obligation of the CompanySeller, enforceable against the Company Seller in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity)) and the discretion of the court before which any proceeding therefor may be brought. No filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries Seller in connection with the execution and delivery by the Company Seller of the Transaction Documents to which it is (or will be) a party or the consummation performance by the Company Seller of the transactions contemplated its obligations thereunder, except where (i) as set forth on Schedule 3.1(b), (ii) filings under the failure of any to obtain such filing or registrationapplicable competition Laws, notification or authorizationif required, consent or approval would not, individually or in the aggregate, reasonably be expected to materially affect the Company and its Subsidiaries, taken (iii) those that become applicable as a wholeresult of matters related to Buyer or its Affiliates.

Authorization of Transaction. The Company Each of UBIBV, Unicorn and VCG has full entity all requisite corporate power and authority to execute and deliver enter into this Agreement and each to perform its obligations hereunder, subject to the receipt of the other Transaction Documents to which it is (or will be) a partyapprovals, consents and to consummate the transactions authorizations contemplated hereby and therebyhereby. The execution and delivery by the Company of this This Agreement and each of the other Transaction Documents to which it is (or will be) a party, and the consummation by the Company of the transactions contemplated hereby and thereby have has been duly and validly authorized authorized, executed and delivered by all each of UBIBV, VCG and Unicorn and constitutes a legal, valid and binding obligation of UBIBV, VCG and Unicorn, enforceable against each of them in accordance with its terms and conditions, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Except for filings, permits, authorizations, consents and approvals as may be required corporate action on under, and other applicable requirements of, the part of HSR Act and as otherwise set forth in Section 3.1 to the Company Disclosure Schedule, no filing with or notice to, and no other corporate proceedings on the part of the Company permit, authorization, consent or approval of, any Governmental Authority is necessary to authorize for the execution and delivery by the Company each of UBIBV, VCG and Unicorn of this Agreement and each such other Transaction Document or the consummation by the Company each of them of the transactions contemplated hereby or thereby. This Agreement has been (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will be) duly executed and delivered by the Company, and this Agreement constitutes (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity). No filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of the Transaction Documents to which it is (or will be) a party or the consummation by the Company of the transactions contemplated thereunderhereby, except where the failure of any to obtain such filing permits, authorizations, consents or registration, notification approvals or authorization, consent to make such filings or approval give such notice do not or would notnot reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the execution, delivery and performance of this Agreement by each of UBIBV, VCG and Unicorn nor the consummation by them of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective articles of association or bylaws (or similar governing documents) of UBIBV, VCG, Unicorn or any of the Vermont Equities, or (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or lien) under, any of the terms, conditions or provisions of any Law applicable to UBIBV, VCG and Unicorn or any of the Vermont Entities or any note, bond, mortgage, indenture, lease, license, contract, agreement or other 17 instrument or obligation to which UBIBV, VCG, Unicorn or any of the Vermont Entities is a party or by which any of them or any of their respective properties or assets may be bound, except in the case of violations, breaches or defaults which do not or would not reasonably be expected to materially affect have, individually or in the Company and its Subsidiariesaggregate, taken as a wholeMaterial Adverse Effect.

Authorization of Transaction. The Company Each of Holdings, UBIBV and Unicorn has full entity all requisite corporate power and authority to execute and deliver enter into this Agreement and each to perform its obligations hereunder, subject to the receipt of the other Transaction Documents to which it is (or will be) a partyapprovals, consents and to consummate the transactions authorizations contemplated hereby and therebyhereby. The execution and delivery by the Company of this This Agreement and each of the other Transaction Documents to which it is (or will be) a party, and the consummation by the Company of the transactions contemplated hereby and thereby have has been duly and validly authorized authorized, executed and delivered by all each of Holdings, UBIBV and Unicorn and constitutes a legal, valid and binding obligation of Holdings, UBIBV and Unicorn, enforceable against each of them in accordance with its terms and conditions, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Except for filings, permits, authorizations, consents and approvals as may be required corporate action on under, and other applicable requirements of, the part of HSR Act and as otherwise set forth in Section 3.1 to the Company Disclosure Schedule, no filing with or notice to, and no other corporate proceedings on the part of the Company permit, authorization, consent or approval of, any Governmental Authority is necessary to authorize for the execution and delivery by the Company each of Holdings, UBIBV and Unicorn of this Agreement and each such other Transaction Document or the consummation by the Company each of them of the transactions contemplated hereby or thereby. This Agreement has been (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will be) duly executed and delivered by the Company, and this Agreement constitutes (or, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity). No filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of the Transaction Documents to which it is (or will be) a party or the consummation by the Company of the transactions contemplated thereunderhereby, except where the failure of any to obtain such filing permits, authorizations, consents or registration, notification approvals or authorization, consent to make such filings or approval give such notice do not or would notnot reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the execution, delivery and performance of this Agreement by each of Holdings, UBIBV and Unicorn nor the consummation by them of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective articles of association or bylaws (or similar governing documents) of Holdings, UBIBV, Unicorn or any of the Bavaria Entities, or (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or lien) under, any of the terms, conditions or provisions of any Law applicable to Holdings, UBIBV, Unicorn or any of the Bavaria Entities or any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Holdings, UBIBV, Unicorn or any of the Bavaria Entities is a party or by which any of them or any of their respective properties or assets may be bound, except in the case of violations, breaches or defaults which do not or would not reasonably be expected to materially affect have, individually or in the Company and its Subsidiariesaggregate, taken as a wholeMaterial Adverse Effect.

Authorization of Transaction. (a) The Company has full entity all requisite corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents Ancillary Agreements to which it is (the Company is, or at or prior to the Closing will be) , a party, party and to consummate the transactions contemplated hereby perform its obligations hereunder and therebythereunder. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is (or will be) a party, such Ancillary Agreement and the consummation by the Company of the transactions contemplated hereby and thereby have each been duly and validly authorized by all required necessary corporate action on the part of the Company Company. Without limiting the generality of the foregoing, the Board of Directors of the Company, by the unanimous vote of all directors, (i) declared that the Merger is advisable and no other corporate proceedings on in the part best interests of the Company is necessary to authorize the execution and delivery by the Company of Stockholders, (ii) approved this Agreement and each such other Transaction Document or the consummation by Merger in accordance with the provisions of the DGCL, and (iii) directed that this Agreement and the Merger be submitted to the Company of Stockholders for their adoption and approval and resolved to recommend that the transactions contemplated hereby or therebyCompany Stockholders adopt this Agreement and approve the Merger. This Agreement has been (orand each such Ancillary Agreement, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will be) duly when executed and delivered by the Company, will be) duly and this Agreement constitutes (or, in the case of each other Transaction Document to be entered into validly executed and delivered by the Company at and constitutes (or prior to when executed and delivered by the Closing, Company will constitute) a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws now or hereafter in effect Laws of general applicability relating to or affecting the creditors’ rights and remedies of creditors to general equity principles (collectively, the “Bankruptcy and general principles of equity Equity Exception”). (whether considered in a proceeding at law or in equity). No filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity is required b) At least forty-eight (48) hours prior to be made or obtained by the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement, the Company has delivered to each Company Stockholder a complete and accurate copy of the Consent Solicitation. The Consent Solicitation in the form delivered to the Company Stockholders does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that the Company makes no representation or warranty regarding any information concerning the Buyer or Merger Sub furnished by the Company of the Transaction Documents to which it is (or will be) a party or the consummation by the Company of the transactions contemplated thereunder, except where the failure of any to obtain such filing or registration, notification or authorization, consent or approval would not, individually or Buyer in writing for inclusion in the aggregate, reasonably be expected to materially affect the Company and its Subsidiaries, taken as a wholeConsent Solicitation).

Authorization of Transaction. The Company has full entity power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is (or will bea) a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents Ancillary Agreements to which it is (or will be) a party, and the consummation by the Company of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate actions, including all required corporate action on board and shareholder approvals. (b) Assuming the part of the Company due and no other corporate proceedings on the part of the Company is necessary to authorize the valid execution and delivery by the Company of this Agreement and each such other Transaction Document or of the consummation Ancillary Agreements to which the Company is a party by the Company of the transactions contemplated hereby or thereby. This Agreement has been (orother parties hereto and thereto, in the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will be) duly executed and delivered by the Company, and this Agreement constitutes (or, in and each of such Ancillary Agreements constitute the case of each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, except that as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or insolvency and other similar laws now or hereafter in effect Laws and court decisions relating to or affecting the rights and remedies enforcement of creditors rights generally and by the application of general principles of equity (whether considered in a proceeding at law equitable principles. Except as otherwise required by applicable Federal or in equity). No filing or registration withstate securities Laws, notification the Company need not provide any notice to, make any filing with or obtain any authorization, consent consent, or approval of any Governmental Entity is required Body or any other Person in order to be made or obtained by execute and deliver this Agreement and each Ancillary Agreement to which the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of the Transaction Documents to which it is (or will be) a party or the consummation by the Company of to consummate the transactions contemplated thereunderhereby and thereby. (c) With respect to each Seller, assuming the due and valid execution of this Agreement and each of the Ancillary Agreements to which such Seller is a party by the other parties hereto and thereto, this Agreement and each of such Ancillary Agreements constitute the valid and legally binding obligations of such Seller, enforceable in accordance with their respective terms, except where as such enforcement may be limited by bankruptcy, reorganization, insolvency and other similar Laws and court decisions relating to or affecting the failure enforcement of creditors rights generally and by the application of general equitable principles and will effectively vest in BrightStar good, valid and marketable title to all Company Shares owned by such Seller, free and clear of all Encumbrances. Except as otherwise required by applicable Federal or state securities Laws, no Seller need provide any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Body or any other Person in order to obtain consummate the transactions contemplated by this Agreement and each Ancillary Agreement to which such filing or registration, notification or authorization, consent or approval would not, individually or in the aggregate, reasonably be expected to materially affect the Company and its Subsidiaries, taken as Seller is a wholeparty.

Authorization of Transaction. (a) The Company Buyer has full entity all requisite corporate power and authority to execute and deliver this Agreement and each of the other Transaction Ancillary Documents to which it is (or will be) a partyparty and to perform its obligations hereunder and thereunder. All necessary corporate proceedings of the Buyer have been duly taken to authorize the execution, delivery, and to consummate the transactions contemplated hereby and thereby. The execution and delivery performance by the Company Buyer of this Agreement and each of the other Transaction Ancillary Documents to which it is (or will be) a party, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all required corporate action on the part of the Company and no other corporate proceedings on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and each such other Transaction Document or the consummation by the Company of the transactions contemplated hereby or thereby. This Agreement has been (orbeen, in the case of and each other Transaction Document Ancillary Documents to which it is a party will be entered into by the Company at or prior to the Closing, will be) duly executed executed, and delivered by the Company, Buyer and this Agreement constitutes (orconstitutes, in the case of and each other Transaction Document to be entered into by the Company at or prior to the Closing, will constitute) a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity). No filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of the Transaction Ancillary Documents to which it is (or will be) a party will constitute the valid and legally binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective terms, except as such enforceability may be limited by the Enforceability Exception. (b) Except for the Required Governmental Approvals, the Buyer is not required to obtain any consent, authorization, approval, order, license, certificate, or permit of or from, or make any declaration or filing with, any Governmental Entity or other Person for the execution, delivery, and performance of this Agreement by the Buyer. (c) Neither the execution and the delivery of this Agreement, nor the consummation by the Company of the transactions contemplated thereunderhereby, except where will if the failure Required Governmental Approvals are obtained or made violate or result in a breach of any Law to obtain such filing which the Buyer is subject; violate or registrationresult in a breach of any provision of the certificate of incorporation or bylaws (or similar organizational documents) of the Buyer; or conflict with, notification or authorizationresult in a breach of, consent or approval would notconstitute a default under, individually or result in the aggregateacceleration of the rights of any party under, reasonably or create in any party the right to terminate, modify, or cancel any material Contract to which the Buyer is a party or by which it is bound or to which any of its assets are subject. (d) All of the Shares of Buyer Common Stock to be expected issued pursuant to materially affect the Company Sections 2.3(b) and 2.3(c) will be, when issued, duly and validly authorized and issued, fully paid and nonassessable and not issued in violation of any Law or any charter or other provision regarding pre-emptive, anti-dilution or similar rights of stockholders. The Buyer has reserved a sufficient number of shares of Buyer Common Stock in order to fulfill its Subsidiaries, taken as a wholeobligations hereunder.

Authorization of Transaction. The Company (i) Each of Parent and MergerSub has full entity power corporate or limited liability power, as applicable, and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is (or will be) a party, to perform its covenants and obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company Parent and MergerSub of this Agreement and each of the other Transaction Documents to which it is (or will be) a party, party and the consummation by the Company Parent and MergerSub of the transactions contemplated hereby and thereby have been duly and validly 41 authorized by all required corporate or limited liability company action on the part of the Company Parent and MergerSub and no other corporate or limited liability company proceedings on the part of the Company is Parent or MergerSub are necessary to authorize the execution and delivery by the Company Parent and MergerSub of this Agreement and each such other Transaction Document or the consummation by the Company Parent and MergerSub of the transactions contemplated hereby or thereby. This Agreement has been (or, in the case of each other Transaction Document to be entered into by the Company Parent and MergerSub at or prior to the Closing, will be) duly executed and delivered by Parent and MergerSub, and, assuming the due execution and delivery by the Company, and this Agreement constitutes (or, in the case of each other Transaction Document to be entered into by the Company Parent and MergerSub at or prior to the Closing, will constitute) a valid and legally binding obligation of the CompanyParent and MergerSub, enforceable against the Company Parent and MergerSub in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity)) and the discretion of the court before which any proceeding therefor may be brought. No filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution and delivery by the Company Parent or MergerSub of the Transaction Documents to which it each is (or will be) a party party, or the consummation by the Company Parent or MergerSub of the transactions contemplated their respective obligations thereunder, except where (i) filings under the HSR Act or any other applicable competition Laws, (ii) the filing of the Articles of Merger with the Wisconsin Department of Financial Institutions, and (iii) such other Governmental Entity filings, registrations, notifications, authorizations, consents or approvals the failure of any which to obtain such filing be obtained or registration, notification or authorization, consent or approval made would not, individually or in the aggregate, reasonably be expected to prevent or materially affect impair or delay Parent’s or MergerSub’s performance of its obligations under this Agreement or any of the other Transaction Documents to which it is (or will be) a party, or the consummation of the transactions contemplated hereby or thereby. (ii) Concurrently with the execution of this Agreement, Parent has caused the Guarantor to deliver to the Company the duly executed limited guaranty (the “Limited Guaranty”) of True Wind Capital, L.P. (the “Guarantor”), in favor of the Company. The Guarantor has all necessary organizational power and authority to execute and deliver the Limited Guaranty, to perform its Subsidiariesobligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by the Guarantor of the Limited Guaranty, taken the performance by the Guarantor of its obligations thereunder and the consummation by the Guarantor of the transactions contemplated thereby, have been duly and validly authorized by all necessary organizational action on the part of the Guarantor. The Limited Guaranty has been duly and validly executed and delivered by the Guarantor, is in full force and effect and constitutes a legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject in each case to bankruptcy, insolvency, reorganization or other similar Laws of general application affecting the rights and remedies of creditors, and to general principles of equity. No event has occurred which, with or without notice, lapse of time or 42 both, could constitute a default on the part of the Guarantor under the Limited Guaranty. The Guarantor has the financial capacity to pay and perform its obligations under the Limited Guaranty, and all funds necessary for the Guarantor to fulfill its obligation under the Limited Guaranty will be available to the Guarantor for so long as a wholethe Limited Guaranty remains in effect.