Common use of Authorization of Transactions Clause in Contracts

Authorization of Transactions. The Company, the Existing Stockholder and the Parent each has all requisite corporate power and authority to execute and deliver the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The board of directors of each of the Company and the Existing Stockholder has duly approved the Transaction Documents to which it is a party and has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby. Except for the Parent Board Approval and the approval of the sole shareholder of the Company and the Existing Stockholder, which shall be received prior to Closing, no other corporate proceedings on the part of the Company, the Existing Stockholder or the Parent are necessary to approve and authorize the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby. All Transaction Documents to which the Company, the Existing Stockholder or the Parent is a party have been duly executed and delivered by the Company, the Existing Stockholder or the Parent and constitute the valid and binding agreements of the Company, the Existing Stockholder or the Parent, enforceable against the Company, the Existing Stockholder or the Parent in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights; and as limited by general principles of equity that restrict the availability of equitable remedies.

Authorization of Transactions. (a) The Company, Company has the Existing Stockholder and the Parent each has all requisite corporate power and authority necessary to execute and deliver this Agreement and the other Transaction Documents to which it is a party party. The Company has the corporate power and authority to perform its obligations under this Agreement and to consummate the transactions contemplated hereby Merger, all in accordance with this Agreement and therebyapplicable Law. The board execution, delivery and performance of directors of each of the Company this Agreement and the Existing Stockholder has duly approved the other Transaction Documents to which it is a party and has duly authorized the execution and delivery of the Transaction Documents to which it is a party and Documents, as well as the consummation of the transactions contemplated thereby. Except for herein and therein, including the Parent Board Approval Merger, have been duly and the approval of the sole shareholder of the Company and the Existing Stockholder, which shall be received prior to Closing, no other validly authorized by all necessary corporate proceedings action in respect thereof on the part of the Company. The Company has duly executed and delivered this Agreement and this Agreement and the other Transaction Documents represent legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. (b) The Board of Directors of the Company, pursuant to action taken by unanimous written consent, duly adopted resolutions (i) approving and adopting this Agreement, the Existing Stockholder other Transaction Documents, the Merger and the other transactions contemplated hereby and thereby, (ii) determining that the terms of the Merger are in the best interests of the Company and the Stockholders and that the other transactions contemplated by this Agreement and the other Transaction Documents are in the best interests of the Company and the Stockholders, (iii) recommending that the Stockholders adopt and approve this Agreement and the Merger, and (iv) declaring that the Merger and this Agreement are advisable. No state takeover statute or similar statute or resolution applies or purports to apply to the Parent are Company with respect to this Agreement, the other Transaction Documents, the Merger or any other transaction expressly contemplated hereby. (c) The only vote of holders of any class or series of the Company’s stock necessary to approve and authorize adopt this Agreement, the other Transaction Documents and the Merger is the Requisite Consent. The Requisite Consent may be obtained by written consent of the holders of the Company’s capital stock. The Company, promptly following the execution and delivery of this Agreement shall deliver to Parent a certificate of the Transaction Documents to which it is a party Secretary of the Company certifying that the Requisite Consent has been obtained by written consent in compliance with the Company’s Certificate of Incorporation and Bylaws and the consummation of the transactions contemplated thereby. All Transaction Documents to which the Company, the Existing Stockholder or the Parent is a party have been duly executed and delivered by the Company, the Existing Stockholder or the Parent and constitute the valid and binding agreements of the Company, the Existing Stockholder or the Parent, enforceable against the Company, the Existing Stockholder or the Parent in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights; and as limited by general principles of equity that restrict the availability of equitable remediesDGCL.

Authorization of Transactions. The Company, the Existing Stockholder and the Parent each has Sellers have all requisite corporate power and authority to execute and deliver the Transaction Documents to which it any is a party and to consummate the transactions contemplated hereby and therebyTransactions. The board of directors of each the Seller Parent has as of the Company and the Existing Stockholder has date of this Agreement (a) duly approved the Transaction Documents to which it is a party and has Documents, (b) duly authorized the execution and delivery of the Transaction Documents to which it is a party Documents, the performance of the Sellers’ obligations thereunder and the consummation of the transactions contemplated therebyTransactions and (c) resolved to recommend that the stockholders of the Seller Parent adopt and approve this Agreement (the “Seller Board Recommendation”). Except for The affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Seller Parent Board Approval and common stock at the Seller Parent Stockholders Meeting or any adjournment or postponement thereof in favor of the adoption of this Agreement (the “Seller Stockholder Approval”) is the only vote or approval of the sole shareholder holders of any class or series of capital stock of the Company Sellers which is necessary to adopt this Agreement and approve the Existing Stockholder, which shall be received prior to Closing, no Transactions. No other corporate proceedings on the part of the Company, the Existing Stockholder or the Parent Sellers are necessary to approve and authorize the execution and delivery of the Transaction Documents to which it is a party Documents, the performance of the Sellers’ obligations thereunder and the consummation of the transactions contemplated therebyTransactions. All Transaction Documents to which the Company, the Existing Stockholder or the Parent is Sellers are a party have been duly executed and delivered by the CompanySellers, as applicable, and, with respect to Transaction Documents executed subsequent to the Existing Stockholder date hereof, will be duly executed and delivered by the Sellers as of such date, and such Transaction Documents do or shall, as of the Parent and Closing Date, constitute the valid valid, legal and binding agreements of the Company, the Existing Stockholder or the Parent, respective Sellers enforceable against the Company, the Existing Stockholder or the Parent each such Seller in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights; and as limited by general principles of equity that restrict the availability of equitable remedies.

Authorization of Transactions. The Company, the Existing Stockholder and the Parent each (a) Seller has all requisite full corporate power and authority to execute and deliver this Agreement, the Warrant, the Noncompetition Agreement and each of the other Transaction Documents to which it is a party and and, subject to receipt of the Seller Stockholder Approval, to consummate the transactions contemplated hereby hereunder and therebythereunder and to perform each of its obligations hereunder and thereunder. The board of directors of Seller has duly approved this Agreement, the Warrant, the Noncompetition Agreement and each of the Company and the Existing Stockholder has duly approved the other Transaction Documents to which it is a party and has duly authorized the execution and delivery of this Agreement, the Warrant, the Noncompetition Agreement and each of the other Transaction Documents to which it Seller is a party and the consummation of the transactions contemplated hereby and thereby. Except for the Parent Board Seller Stockholder Approval and the approval of the sole shareholder of the Company and the Existing Stockholder, which shall be received prior to Closingas otherwise set forth on Schedule 3.2, no other corporate proceedings on the part of the CompanySeller (including, the Existing Stockholder or the Parent without limitation, approval of Seller’s stockholders) are necessary to approve and authorize the execution and delivery of this Agreement, the Warrant, the Noncompetition Agreement and each of the other Transaction Documents to which it Seller is a party and the consummation of the transactions contemplated hereby and thereby. All This Agreement has been and the Warrant, the Noncompetition Agreement and each of the other Transaction Documents to which the Company, the Existing Stockholder or the Parent Seller is a party have been will be duly executed and delivered by the Company, the Existing Stockholder or the Parent Seller and constitute the valid and binding agreements of the Company, the Existing Stockholder or the ParentSeller, enforceable against the Company, the Existing Stockholder or the Parent Seller in accordance with their respective terms, except as limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium or other and similar laws of general application applicability relating to or affecting enforcement of creditors' rights; ’ rights and as limited by to general principles of equity that restrict the availability of equitable remediesequity.

Authorization of Transactions. The Company, Company has the Existing Stockholder and the Parent each has all requisite corporate power and authority to execute and deliver this Agreement and each of the Transaction Documents Ancillary Agreements to which it is a party and and, subject to the Stockholder Approval, to consummate the transactions contemplated hereby hereunder and therebythereunder and to perform its obligations hereunder and thereunder. The board of directors of each the Company and, as of the Company and Closing, the Existing Stockholder has stockholders of the Company, have duly approved the Transaction Documents this Agreement and all Ancillary Agreements to which it the Company is a party and has have duly authorized the execution and delivery of the Transaction Documents this Agreement and all Ancillary Agreements to which it the Company is a party and the consummation of the transactions contemplated hereby and thereby. Except for Other than the Parent Board Approval and the approval of the sole shareholder of the Company and the Existing Stockholder, which shall be received prior to ClosingStockholder Approval, no other corporate proceedings on the part of the Company, the Existing Stockholder or the Parent Company are necessary to approve and authorize the execution and delivery of this Agreement or the Transaction Documents Ancillary Agreements to which it the Company is a party and the consummation of the transactions contemplated hereby and thereby. All Transaction Documents This Agreement has been, and upon their execution the Ancillary Agreements to which the Company, the Existing Stockholder or the Parent Company is a party shall have been been, duly executed and delivered by the Company, and, assuming the Existing Stockholder or due execution and delivery by the Parent other parties hereto and constitute thereto, this Agreement constitutes, and upon their execution the Ancillary Agreements shall constitute, valid and binding agreements obligations of the Company, the Existing Stockholder or the Parent, enforceable against the Company, the Existing Stockholder or the Parent Company in accordance with their terms, respective terms (except as to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, moratorium relief of debtors, or other laws of general application similar Laws affecting the enforcement of creditors' rights; and as limited ’ rights generally or by general principles of equity that restrict the availability of specific performance, injunctive relief and other equitable remedies). Assuming the accuracy of the representations and warranties of the Buyer Parties set forth herein, no State Takeover Law, takeover provisions in the certificate of incorporation or bylaws of the Company or any takeover provision in any Contracts under which the Company is bound applies to the Mergers, this Agreement, the Ancillary Agreements, or any of the transactions contemplated hereby or thereby or would otherwise restrict, impair or delay the ability of any of the Buyer Parties to engage in any transaction with the Company.

Authorization of Transactions. (a) The Company, the Existing Stockholder and the Parent each Operating Company has all requisite corporate partnership power and authority to execute and deliver the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The board of directors of each Each partner of the Operating Company and the Existing Stockholder has duly approved made all approvals required by it of the Transaction Documents to which it is a party and has duly authorized made all authorizations required by it for the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby. Except for the Parent Board Approval and the approval of the sole shareholder of the Company and the Existing Stockholder, which shall be received prior to Closing, no No other corporate proceedings on the part of the Company, the Existing Stockholder Company or the Parent any of its partners or Subsidiaries are necessary to approve and authorize the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby. This Agreement has been and all of the Transaction Documents to which the Operating Company is a party will, at the Closing, have been duly executed and delivered by the Operating Company and when executed and delivered by the other parties thereto, constitute the valid and binding agreements of the Operating Company, enforceable against the Operating Company in accordance with their terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law) (the "Creditors Rights Exception"). -------------------------- (b) The Management Company has all requisite corporate power and authority to execute and deliver the Transaction Documents and to consummate the transactions contemplated hereby and thereby. The Management Company has all corporate approvals required by it of the Transaction Documents to which it is a party and has made all authorizations required by it for the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby. All No other proceedings on the part of the Company or any of its Subsidiaries are necessary to approve and authorize the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby. This Agreement has been and all of the Transaction Documents to which the Company, the Existing Stockholder or the Parent Management Company is a party will, at the Closing, have been duly executed and delivered by the CompanyManagement Company and when executed and delivered by the other parties thereto, the Existing Stockholder or the Parent and constitute the valid and binding agreements of the Management Company, the Existing Stockholder or the Parent, enforceable against the Company, the Existing Stockholder or the Parent Management Company in accordance with their terms, except as limited for the Creditors Rights Exception. (c) Seller has all requisite corporate power and authority to execute and deliver the Transaction Documents and to consummate the transactions contemplated hereby and thereby. Seller has made all approvals required by applicable bankruptcyit of the Transaction Documents to which it is a party and has made all authorizations required by it for the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby. No other proceedings on the part of the Seller is necessary to approve and authorize the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby. This Agreement has been and all of the Transaction Documents to which the Seller is a party will, insolvencyat the Closing, reorganizationhave been duly executed and delivered by the Seller and when executed and delivered by the other parties thereto, moratorium or other laws constitute the valid and binding agreements of general application affecting enforcement of creditors' rights; and as limited by general principles of equity that restrict the availability of equitable remediesSeller, enforceable against the Seller in accordance with their terms, except for the Creditors Rights Exception.

Authorization of Transactions. The Company, the Existing Stockholder and the Parent each Seller has all requisite corporate power and authority to execute enter into this Agreement and deliver the Transaction Documents Related Agreements to which it Seller is a party and to consummate the transactions contemplated hereby and therebyTransactions to which Seller is a party. The board execution, delivery and performance by Seller of directors of each of the Company this Agreement and the Existing Stockholder has duly approved the Transaction Documents Related Agreements to which it is a party and has duly authorized the execution and delivery of the Transaction Documents to which it Seller is a party and the consummation of the transactions contemplated thereby. Except for the Parent Board Approval and the approval of the sole shareholder of the Company and the Existing Stockholder, which shall be received prior to Closing, no other corporate proceedings on the part of the Company, the Existing Stockholder or the Parent are necessary to approve and authorize the execution and delivery of the Transaction Documents Transactions to which it is a party and the consummation of the transactions contemplated thereby. All Transaction Documents to which the Company, the Existing Stockholder or the Parent Seller is a party have been duly authorized by all necessary corporate action on the part of Seller and all necessary action on the part of Seller Stockholders. The Support Agreements have been duly and validly approved by Seller Board of Directors. The vote required of Seller Stockholders to approve this Agreement, any Related Agreement to which Seller is a party and to consummate the Transactions to which Seller is a party is set forth in Section 3.3 of the Disclosure Letter (such vote, the “Requisite Stockholder Vote”). No further corporate actions will be required on the part of Seller or any Seller Stockholders for Seller to perform all of its obligations under this Agreement or any Related Agreement to which Seller is a party or to consummate the Transactions to which Seller is a party. No action by Seller Stockholders will be required under any Contract to which Seller or, to the Knowledge of Seller, any Seller Stockholder is party or under Applicable Law to irrevocably authorize this Agreement or any of the Related Agreements to which Seller is a party or to consummate the Transactions. This Agreement and each Related Agreement to which Seller is a party has been duly executed and delivered by Seller and, when executed and delivered by the Companyother parties thereto, the Existing Stockholder or the Parent and will constitute the valid and binding agreements obligation of the Company, the Existing Stockholder or the ParentSeller, enforceable against the Company, the Existing Stockholder or the Parent in accordance with their its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws such enforceability may be subject to Applicable Law of general application affecting enforcement relating to bankruptcy, insolvency and the relief of creditors' rights; debtors and as limited by general principles of equity that restrict the availability of Applicable Law governing specific performance, injunctive relief or other equitable remedies.

Authorization of Transactions. The Company, Each Seller has the Existing Stockholder and the Parent each has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents contemplated hereby to which it is a party be executed and delivered by it, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The board execution, delivery and performance by each Seller of directors of each of the Company this Agreement and such Transaction Documents, and the Existing Stockholder has duly approved the Transaction Documents to which it is a party performance by such Seller of its obligations hereunder and has duly authorized the execution and delivery of the Transaction Documents to which it is a party thereunder, and the consummation by such Seller of the transactions contemplated thereby. Except for Transactions have been duly and validly authorized by all necessary corporate action on the Parent Board Approval part of such Seller and the approval of the sole shareholder of the Company and the Existing Stockholder, which shall be received prior to Closing, no other corporate proceedings on the part of any Seller is necessary to authorize the Companyexecution, delivery and performance by such Seller of this Agreement, such Transaction Documents, the Existing Stockholder performance by such Seller of its obligations hereunder or thereunder, or to consummate the Parent are necessary Transactions. This Agreement has been, and each Transaction Document contemplated hereby to approve and authorize the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby. All Transaction Documents to which the Companybe executed by such Seller shall be, the Existing Stockholder or the Parent is a party have been duly executed and delivered by the Companysuch Seller and, the Existing Stockholder or the Parent assuming due authorization, execution and constitute delivery by Buyer, constitutes or, upon 26 execution and delivery, will constitute, the valid and binding agreements obligation of the Company, the Existing Stockholder or the Parentsuch Seller, enforceable against the Company, the Existing Stockholder or the Parent such Seller in accordance with their its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws similar Laws now or hereafter in effect relating to or affecting the rights and remedies of general application affecting enforcement of creditors' rights; creditors and as limited by general principles of equity that restrict (whether considered in a proceeding at law or in equity) and the availability discretion of equitable remediesthe court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).

Authorization of Transactions. The Company, the Existing Stockholder and the Parent each Seller has all requisite full corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby by this Agreement and therebythe other Transaction Documents. JS is competent to execute and deliver this Agreement and each of the other Transaction Documents to which he is a party and to consummate the transactions contemplated by this Agreement and such other Transaction Documents. The board of directors of each or managers of the Company and the Existing Stockholder Seller has duly approved the this Agreement and all other Transaction Documents to which it the Seller is a party and the board of directors or managers of the Seller has duly authorized the execution and delivery of the this Agreement and all other Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby. Except for the Parent Board Approval by this Agreement and the approval of the sole shareholder of the Company and the Existing Stockholder, which shall be received prior to Closing, no other Transaction Documents. No other corporate proceedings on the part of the Company, the Existing Stockholder or the Parent Seller are necessary to approve and authorize the execution and delivery of this Agreement or the other Transaction Documents to which it is a party and the consummation of the transactions contemplated therebyby this Agreement and the other Transaction Documents. All This Agreement and each other Transaction Documents Document to which the Company, the Existing Stockholder or the Parent any Seller Party is a party have has been duly executed and delivered by the Company, the Existing Stockholder or the Parent Seller Party that is party thereto and constitute constitutes the valid and binding agreements of the Company, the Existing Stockholder such Seller Party or the ParentParties, enforceable against the Company, the Existing Stockholder such Seller Party or the Parent Parties in accordance with their terms, except as limited by applicable subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws and similar Laws of general application applicability relating to or affecting enforcement creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). Each Spousal Consent constitutes a legal, valid and binding obligation of creditors' rights; JS’s spouse, enforceable against such spouse in accordance with its terms and as limited by general principles of equity that restrict other than the availability of equitable remediesSpousal Consent, no other approval, document or action is required from JS’s spouse to approve this Agreement or to consummate the transactions contemplated hereby or to cause this Agreement to be legal, valid and binding.

Authorization of Transactions. The Company, (a) Each of the Existing Stockholder Company and the Parent each Shareholder has all requisite corporate full power and authority to execute and deliver this Agreement. Except for the Transaction Documents to which it is a party filings and to consummate approvals as required under the transactions contemplated hereby and thereby. The board of directors of HSR Act, (i) each of the Company and the Existing Stockholder each Shareholder and has duly approved the full power and authority to execute and deliver all other Transaction Documents to which it the Company is or will be a party and has duly authorized to perform its obligations hereunder and thereunder and (ii) no other proceeding or action on the part of the Company or any Shareholder is necessary to approve and authorize the Company’s or such Shareholder’s execution and delivery of any other Transaction Document to which the Company or such Shareholder is or will be a party or the performance of the Company’s or such Shareholder’s obligations hereunder or thereunder. This Agreement and all other Transaction Documents to which the Company or any Shareholder is or will be a party have been, or will be at Closing, duly executed and delivered by the Company or such Shareholder, as applicable, and, assuming the due authorization, execution and delivery hereof and thereof by the parties thereto other than the Company or such Shareholder, constitute or, upon execution and delivery, will constitute the valid and binding agreements of the Company and such Shareholder, enforceable against the Company and such Shareholder in accordance with their terms, except as enforceability hereof or thereof may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally and limitations on the availability of equitable remedies. (b) The execution, delivery and performance by each of the Company and each Shareholder of the Transaction Documents to which it is a party do not, and the consummation of the transactions contemplated thereby. Except for herein and therein will not, subject to obtaining the Parent Board Approval consents, approvals, authorizations and permits and making the approval filings described in this Section 3.2(b) or as set forth on Company Disclosure Schedule 3.2(b), (i) violate, conflict with, or result in any breach of, any of the sole shareholder terms, conditions or provisions of the Company’s or any such Shareholder’s, if applicable, articles of incorporation or bylaws or its Subsidiaries’ respective certificates of incorporation and bylaws or other equivalent documents, (ii) except for Material Contracts set forth on Company Disclosure Schedule 3.8 with an asterisk, if any, require a Consent or violate or result in any violation or breach of, or constitute a default (with or without due notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration under, or a loss of any benefits by the Company or any Subsidiary of the Company and under, any of the Existing Stockholderterms, which shall be received prior conditions or provisions of any Material Contract, (iii) except as referenced below, violate any order, writ, judgment, injunction, decree, statute, law, rule or regulation of any Governmental Entity applicable to Closing, no other corporate proceedings on the part Company or any of the Company, ’s Subsidiaries or by which or to which any portion of their respective properties or assets is bound or subject or (iv) result in the Existing Stockholder creation or the Parent are necessary to approve and authorize the execution and delivery imposition of any material Lien upon any properties or assets of the Company or any Subsidiary of the Company. No Consent, registration, declaration, or filing with, any Governmental Entity is required by the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party or the consummation by the Company of the transactions contemplated hereby or thereby, except for (A) the filing of a notification and report form by the Company under the HSR Act, and the expiration or termination of the applicable waiting period thereunder and (B) such other filings, consents, approvals, orders, authorizations, registrations, declarations, filings, notices or permits as either set forth on Company Disclosure Schedule 3.2(b) or the failure of which to be obtained or made would not materially adversely affect the consummation of the transactions contemplated thereby. All Transaction Documents to which the Company, the Existing Stockholder hereby or the Parent is a party have been duly executed and delivered by the Company, the Existing Stockholder operation or the Parent and constitute the valid and binding agreements conduct of the Company, business of the Existing Stockholder or Company following the Parent, enforceable against the Company, the Existing Stockholder or the Parent in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights; and as limited by general principles of equity that restrict the availability of equitable remediesClosing.

Authorization of Transactions. The Company, Each Seller has the Existing Stockholder and the Parent each has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents contemplated hereby to which it is a party be executed and delivered by it, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The board execution, delivery and performance by each Seller of directors of each of the Company this Agreement and such Transaction Documents, and the Existing Stockholder has duly approved the Transaction Documents to which it is a party performance by such Seller of its obligations hereunder and has duly authorized the execution and delivery of the Transaction Documents to which it is a party thereunder, and the consummation by such Seller of the transactions contemplated thereby. Except for Transactions have been duly and validly authorized by all necessary corporate action on the Parent Board Approval part of such Seller and the approval of the sole shareholder of the Company and the Existing Stockholder, which shall be received prior to Closing, no other corporate proceedings on the part of any Seller is necessary to authorize the Companyexecution, delivery and performance by such Seller of this Agreement, such Transaction Documents, the Existing Stockholder performance by such Seller of its obligations hereunder or thereunder, or to consummate the Parent are necessary Transactions. This Agreement has been, and each Transaction Document contemplated hereby to approve and authorize the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby. All Transaction Documents to which the Companybe executed by such Seller shall be, the Existing Stockholder or the Parent is a party have been duly executed and delivered by the Companysuch Seller and, the Existing Stockholder or the Parent assuming due authorization, execution and constitute delivery by Buyer, constitutes or, upon execution and delivery, will constitute, the valid and binding agreements obligation of the Company, the Existing Stockholder or the Parentsuch Seller, enforceable against the Company, the Existing Stockholder or the Parent such Seller in accordance with their its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws similar Laws now or hereafter in effect relating to or affecting the rights and remedies of general application affecting enforcement of creditors' rights; creditors and as limited by general principles of equity that restrict (whether considered in a proceeding at law or in equity) and the availability discretion of equitable remediesthe court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).

Authorization of Transactions. The CompanyEach of Buyer, the Existing Stockholder Merger Sub I, and the Parent each Merger Sub II has all requisite corporate full organizational power and authority to execute and deliver this Agreement and each of the Transaction Documents Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The board of directors of each of the Company and the Existing Stockholder has duly approved the Transaction Documents to which it is a party and has duly authorized the execution and delivery by each of the Transaction Documents Buyer, Merger Sub I and Merger Sub II of this Agreement and any Ancillary Agreements to which it is a party and the consummation of the transactions contemplated therebyhereby and thereby have been duly authorized by all necessary corporate action on the part of each of Buyer, Merger Sub I and Merger Sub II. Except for the Parent Board Approval and the approval of the sole shareholder of the Company and the Existing Stockholder, which shall be received prior to Closing, no No other corporate organizational proceedings on the part of the CompanyBuyer, the Existing Stockholder Merger Sub I or the Parent Merger Sub II are necessary to approve and authorize the execution and delivery of this Agreement or the Transaction Documents Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby. All Transaction Documents This Agreement and all Ancillary Agreements to which the Companyeach of Buyer, the Existing Stockholder or the Parent Merger Sub I and Merger Sub II is a party have been duly executed and delivered by the Companyeach of Buyer, the Existing Stockholder or the Parent Merger Sub I, and Merger Sub II and constitute the valid and binding agreements of the CompanyBuyer, the Existing Stockholder or the ParentMerger Sub I, and Merger Sub II enforceable against the Companyeach of Buyer, the Existing Stockholder or the Parent Merger Sub I and Merger Sub II in accordance with their terms, except as limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium or other and similar laws of general application applicability relating to or affecting enforcement of creditors' rights; ’ rights and as limited by to general principles of equity that restrict the availability of equitable remediesequity.

Authorization of Transactions. (a) The Company, the Existing Stockholder and the Parent each Company has all requisite full corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and therebythereby and to perform each of its obligations hereunder and thereunder. The board of directors of each of execution and delivery by the Company of this Agreement and the Existing Stockholder has duly approved the all other Transaction Documents to which it is a party and has duly authorized the execution and delivery of the Transaction Documents to which it Company is a party and the consummation of the transactions transaction contemplated thereby. Except for hereby and thereby have been duly and validly authorized by all necessary corporate action on the Parent Board Approval and the approval of the sole shareholder part of the Company and the Existing Stockholder, which shall be received prior to Closing, no its stockholders. No other corporate proceedings on the part of the Company, the Existing Stockholder or the Parent Company are necessary to approve and authorize the execution and delivery of this Agreement or the other Transaction Documents to which it the Company is a party and the consummation of the transactions contemplated hereby and thereby. All This Agreement and all other Transaction Documents to which the Company, the Existing Stockholder or the Parent Company is a party have been or, as of the Closing, will be duly executed and delivered by the Company, the Existing Stockholder or the Parent Company and constitute the valid and binding agreements of the Company, the Existing Stockholder or the Parent, enforceable against the Company, the Existing Stockholder or the Parent Company in accordance with their terms, except as limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium or other and similar laws of general application applicability relating to or affecting enforcement of creditors' rights; ’ rights and as limited by to general principles of equity that restrict equity. (b) The Subsidiary has full limited liability power and authority to execute and deliver this Agreement and each of the availability other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby and to perform each of equitable remediesits obligations hereunder and thereunder. The execution and delivery by the Subsidiary of this Agreement and all other Transaction Documents to which the Subsidiary is a party and the consummation of the transaction contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company action on the part of the Subsidiary and its members. No other limited liability company proceedings on the part of the Subsidiary are necessary to approve and authorize the execution and delivery of this Agreement or the other Transaction Documents to which the Subsidiary is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement and all other Transaction Documents to which the Subsidiary is a party have been or, as of the Closing, will be duly executed and delivered by the Subsidiary and constitute the valid and binding agreements of the Subsidiary, enforceable against the Subsidiary in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

Authorization of Transactions. The Company, Each Seller has the Existing Stockholder and the Parent each has all requisite full corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The board of directors of each of the Company and the Existing Stockholder Seller has duly approved this Agreement and the other Transaction Documents to which it such Seller is a party and has duly authorized the execution and delivery of the this Agreement and such other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby. Except for the Parent Board Approval and the approval of the sole shareholder of the Company and the Existing Stockholder, which shall be received prior to Closing, no No other corporate proceedings on the part of the Company, the Existing Stockholder or the Parent any Seller are necessary to approve and authorize the execution and delivery of this Agreement and the other Transaction Documents to which it such Seller is a party and the consummation of the transactions contemplated hereby and thereby. All This Agreement and all other Transaction Documents to which the Company, the Existing Stockholder or the Parent any Seller is a party have been duly executed and delivered by such Seller and, assuming that this Agreement and the Companyother Transaction Documents to which the Sellers are a party constitute the valid and binding agreement of the other parties hereto and thereto, the Existing Stockholder or the Parent and constitute the valid and binding agreements of the Company, the Existing Stockholder or the Parentsuch Seller, enforceable against the Company, the Existing Stockholder or the Parent such Seller in accordance with their respective terms, except subject as limited by to enforceability to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws of general application affecting enforcement of creditors' rights; ’ rights and as limited by remedies generally and to general principles of equity that restrict the availability (regardless of equitable remedieswhether enforcement is sought in a proceeding at law or in equity).

Authorization of Transactions. The Companyexecution, delivery and performance of this Agreement and all of the Existing Stockholder other agreements and the Parent each has all requisite corporate power and authority to execute and deliver the Transaction Documents instruments contemplated hereby to which it Seller is a party have been duly authorized by the Seller, and no other act or proceeding on the part of Seller is necessary to consummate authorize the transactions execution, delivery or performance of this Agreement or the other agreements contemplated hereby and thereby. The board of directors of each of the Company and the Existing Stockholder has duly approved the Transaction Documents to which it is a party and has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby. Except for the Parent Board Approval and the approval of the sole shareholder of the Company and the Existing Stockholder, which shall be received prior to Closing, no other corporate proceedings on the part of the Company, the Existing Stockholder or the Parent are necessary to approve and authorize the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby. All Transaction Documents to which the Company, the Existing Stockholder or the Parent is a party have This Agreement has been duly executed and delivered by the Company, the Existing Stockholder or the Parent Seller and constitute the Xxxxx and constitutes a valid and binding agreements obligation of the Company, the Existing Stockholder or the ParentSeller and Xxxxx, enforceable against the Company, the Existing Stockholder or the Parent in accordance with their its terms, except and each of the other agreements and instruments contemplated hereby to which Seller or Xxxxx is a party, when executed and delivered by Seller or Xxxxx, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of Seller or Xxxxx, as limited by applicable bankruptcythe case may be, insolvencyenforceable in accordance with its respective terms. Seller holds its interests in the Company subject to a trust agreement that is valid, reorganizationexisting, moratorium or other and enforceable under the laws of general application affecting enforcement the State of creditors' rights; Oklahoma, and as limited by general principles that provides its trustees with all necessary power and authority to execute, deliver, and perform its obligations under this Agreement and the other agreements contemplated hereby to which it is a party. Each Person executing this Agreement and such other agreements contemplated hereby on behalf of equity that restrict Seller is a duly appointed, qualified, and acting trustee of Seller, with all requisite power and authority to execute, deliver, and perform all obligations of Seller under this Agreement and such other agreements contemplated hereby. The copies of the availability trust instruments and other organizational documents relating to Seller which have been furnished to Buyer reflect all amendments made thereto prior to the date of equitable remediesthis Agreement and are correct and complete.

Authorization of Transactions. (a) The Company, Company has the Existing Stockholder and the Parent each has all requisite corporate power and authority necessary to execute and deliver this Agreement and the other Transaction Documents to which it is a party party. Subject to the Requisite Vote, the Company has the corporate power and authority to perform its obligations under this Agreement and to consummate the transactions contemplated hereby Merger, all in accordance with this Agreement and therebyapplicable law. The board of directors of each of execution, delivery and performance by the Company of this Agreement and the Existing Stockholder has duly approved the other Transaction Documents to which it is a party and has duly authorized the execution and delivery of the Transaction Documents to which it is a party and Documents, as well as the consummation by the Company of the transactions contemplated thereby. Except for herein and therein, including the Parent Board Approval Merger, have been duly and the approval of the sole shareholder of the Company and the Existing Stockholder, which shall be received prior to Closing, no other validly authorized by all necessary corporate proceedings action in respect thereof on the part of the Company, subject, in the Existing Stockholder or the Parent are necessary to approve and authorize the execution and delivery case of the Transaction Documents Merger, to which it is a party the Requisite Vote. The Company has duly executed and delivered this Agreement, and, subject, in the case of the Merger, to the Requisite Vote, this Agreement and the consummation of the transactions contemplated thereby. All other Transaction Documents to which the Company, the Existing Stockholder or the Parent Company is a party have been duly executed party, assuming this Agreement and delivered by the Company, the Existing Stockholder or the Parent and Transaction Documents constitute the valid and binding agreements agreement of the other parties hereto and thereto represent, or upon execution and delivery will represent, legal, valid and binding obligations of the Company, the Existing Stockholder or the Parent, enforceable against the Company, the Existing Stockholder or the Parent Company in accordance with their terms, except as that the enforcement hereof and thereof may be limited by (i) applicable bankruptcy, insolvency, reorganizationreorganization moratorium, moratorium fraudulent conveyance or other laws of general application affecting enforcement of similar Laws now or hereafter in effect relating to creditors' rights; rights generally and as limited by (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) The Board of Directors of the Company, at a meeting duly called and held, duly adopted resolutions (i) approving and adopting this Agreement, the other Transaction Documents to which the Company is a party, the Merger and the other transactions contemplated hereby and thereby, (ii) determining that restrict the availability terms of equitable remediesthe Merger are fair and in the best interests of the Company and the Stockholders and that the other transactions contemplated by this Agreement and the other Transaction Documents are in the best interests of the Company and the Stockholders, (iii) recommending that the Stockholders adopt and approve this Agreement and the Merger, and (iv) declaring that the Merger and this Agreement are advisable. No state takeover statute or similar statute or resolution of the State of Delaware applies or purports to apply to the Company with respect to this Agreement, the other Transaction Documents, the Merger or any other transaction expressly contemplated hereby. (c) The only vote of holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement, the other Transaction Documents and the Merger is the Requisite Vote, which may be obtained by written consent.

Authorization of Transactions. The CompanyEach Seller is a corporation duly incorporated and organized, validly existing and in good standing under the Existing Stockholder Laws of its jurisdiction of organization and is qualified to do business in every jurisdiction where required, except where the Parent each failure to so qualify does not have and would not reasonably be expected to have a material adverse effect on such Seller, and has all requisite full corporate power and authority to own and operate the Purchased Assets and execute and deliver the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The board of directors of each Seller and, to the extent necessary, the shareholders of the Company and the Existing Stockholder has such Seller have duly approved the this Agreement and all other Transaction Documents to which it such Seller is a party and has have duly authorized the execution and delivery of this Agreement and all other Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby. No other corporate proceedings on the part of any Seller are necessary to approve and authorize the execution and delivery of this Agreement or the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby. Except for the Parent Board Approval This Agreement and the approval of the sole shareholder of the Company and the Existing Stockholder, which shall be received prior to Closing, no each other corporate proceedings on the part of the Company, the Existing Stockholder or the Parent are necessary to approve and authorize the execution and delivery of the Transaction Documents Document to which it is a party and the consummation of the transactions contemplated thereby. All Transaction Documents to which the Company, the Existing Stockholder or the Parent any Seller is a party have been duly executed and delivered by the Company, the Existing Stockholder or the Parent such Seller and constitute the valid and binding agreements of the Company, the Existing Stockholder or the Parentsuch Seller, enforceable against the Company, the Existing Stockholder or the Parent such Seller in accordance with their terms, except as may be limited by applicable bankruptcythe Enforceability Exceptions. Additionally, insolvency, reorganization, moratorium or each Seller hereby warrants and represents that it has the authority to execute and enter into Section 5.3 on behalf of itself and each other laws Subsidiary of general application affecting enforcement of creditors' rights; and as limited by general principles of equity that restrict the availability of equitable remediesMSC.

Authorization of Transactions. The Company, the Existing Stockholder Each of Parent and the Parent each Company has all requisite the right, corporate power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and therebythereby and perform its obligations hereunder and thereunder. This Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action of Parent and the Company. The board of directors of each and sole stockholder of the Company and the Existing Stockholder has duly approved the Transaction Documents to which it is a party and has have duly authorized the execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby. Except for the Parent Board Approval hereby and thereby and the approval Company’s performance of the sole shareholder of the Company its obligations hereunder and the Existing Stockholder, which shall be received prior to Closing, no thereunder. No other corporate proceedings on the part of the Company, the Existing Stockholder Parent or the Parent Company are necessary to approve and authorize the execution and delivery of this Agreement or any of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby. All As of Closing, this Agreement and all other Transaction Documents to which the Company, the Existing Stockholder or the Parent Company is a party have been duly executed and delivered by the Company, the Existing Stockholder or the Parent Company and constitute the legal, valid and binding agreements of the Company, enforceable against the Existing Stockholder Company in accordance with their terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and to general equitable principles, including specific performance and injunctive and other forms of equitable relief). As of Closing, this Agreement has been duly executed and delivered by Parent and constitutes the legal, valid and binding agreement of Parent, enforceable against the Company, the Existing Stockholder or the Parent in accordance with their terms, its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar laws of general application applicability relating to or affecting enforcement of creditors' ’ rights; , and as limited by to general principles of equity that restrict the availability equitable principles, including specific performance and injunctive and other forms of equitable remediesrelief).

Authorization of Transactions. The Company, Each of the Existing Stockholder and the Parent each Sellers has all requisite full corporate power and authority to execute and deliver the Transaction Documents this Agreement and all other agreements contemplated hereby to which it is a party and such Sellers are parties and, upon obtaining the Shareholder Approvals, to consummate the transactions contemplated hereby and thereby. The board of directors of each This Agreement and all other agreements contemplated hereby to which any of the Company and the Existing Stockholder has duly approved the Transaction Documents to which it Sellers is a party and has duly authorized the execution and delivery of the Transaction Documents to which it is a party this Agreement and the consummation of the transactions contemplated therebyhereby and thereby have been duly approved and authorized by the board of directors of such Sellers and, upon obtaining the Shareholder Approvals, by all other necessary corporate action. Except for the Parent Board Approval This Agreement and the approval all other agreements contemplated hereby to which any of the sole shareholder of the Company and the Existing Stockholder, which shall be received prior to Closing, no other corporate proceedings on the part of the Company, the Existing Stockholder or the Parent are necessary to approve and authorize the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby. All Transaction Documents to which the Company, the Existing Stockholder or the Parent Sellers is a party have been duly executed and delivered by the Company, the Existing Stockholder or the Parent such Sellers and constitute the valid and binding agreements of the Company, the Existing Stockholder or the Parentsuch Sellers, enforceable against the Company, the Existing Stockholder or the Parent Sellers in accordance with their terms, except as enforceability hereof or thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights; rights generally and as limited by general principles of equity that restrict limitations on the availability of equitable remedies. Upon the execution and delivery by the Sellers at the Closing of all documents to be executed by Sellers at Closing pursuant to this Agreement (the "Seller Closing Documents"), the Seller Closing Documents will constitute the legal, valid and binding obligation of Sellers, enforceable against Sellers in accordance with their respective terms except as enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and limitations on the availability of equitable remedies. Sellers have the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and the Seller Closing Documents and, except as set forth on Schedule 5.6, to perform their obligations under this Agreement and the Seller Closing Documents.

Authorization of Transactions. The Company, the Existing Stockholder Seller and the Parent each Acquired ----------------------------- Company has all requisite corporate power and authority to execute and deliver the Transaction Documents to which it is a party and and, subject to any required approval of the Seller's stockholders, if any, to consummate the transactions contemplated hereby and therebythereby and to carry out their obligations hereunder and thereunder. The board of directors of each of the Company and the Existing Stockholder Seller has duly approved the Transaction Documents to which it the Seller is a party and has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby. Except for any required adoption by the Parent Board Approval and the approval Seller's stockholders of the sole shareholder of the Company and the Existing Stockholdertransactions contemplated hereby, which shall be received prior to Closingif any, no other corporate proceedings on the part of the Company, the Existing Stockholder Seller or the Parent are any Acquired Company is necessary to approve and authorize the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby. No adoption or approval by the Seller's stockholders of the transactions contemplated hereby shall be required unless the Seller agrees to or does sell, transfer, assign or otherwise dispose of a material portion of the Excluded Assets (including the Capital Stock of any of the Non-Acquired Companies). All Transaction Documents to which the Company, the Existing Stockholder Seller or the Parent any Acquired Company is a party have been duly executed and delivered by the Company, the Existing Stockholder or the Parent Seller and constitute the valid and binding agreements of the Seller and/or such Acquired Company, the Existing Stockholder or the Parent, enforceable against the Company, the Existing Stockholder or the Parent Seller and/or such Acquired Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights; , and as limited by general principles of equity that restrict the availability of equitable remedies.

Authorization of Transactions. The CompanySeller has full power and authority (including, the Existing Stockholder and the Parent each has all requisite if applicable, full corporate power and authority authority) to execute and deliver the this Agreement and each other Transaction Documents Document to which it is a party and to consummate perform its obligations hereunder and thereunder. Without limiting the transactions contemplated hereby and thereby. The board of directors of each generality of the Company and foregoing, the Existing Stockholder Board of Directors of Seller has duly approved authorized the execution, delivery, and performance by Seller of the Transaction Documents to which Seller is a party. This Agreement and each other Transaction Document to which Seller is a party constitute the valid and legally binding obligations of Seller enforceable against Seller in accordance with its respective terms and conditions, except the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors’ rights generally or by general principles of equity. Seller has (i) all requisite entity power and authority, and all Permits necessary to own and operate its business and to carry on its business as now conducted and (ii) all requisite entity power and authority to execute and deliver each Transaction Document to which it is a party and has duly authorized any and all instruments necessary or appropriate in order to effectuate fully the execution terms and delivery conditions of the each such Transaction Documents Document and all related transactions and to perform its obligations under each such Transaction Document. There is no (a) Proceeding pending or threatened in writing by or against Seller or any of its Affiliates or any of its or their respective properties, rights or assets, or (b) Order outstanding to which it Seller or any of its Affiliates or any of its or their respective properties or assets is subject, that in any such case has, or would reasonably be expected to have, a party and material adverse impact on the consummation ability of Seller to consummate the transactions contemplated therebyhereby or otherwise perform its obligations under this Agreement. Except for All information, including applications (including all exhibits, schedules and other attachments thereto), submissions, statements, certifications and other correspondence, submitted to, directly or indirectly, any lender, banking institution and/or Governmental or Licensing Authority with respect to the Parent Board Approval Coronavirus Aid, Relief and Economic Security Act of 2020 (the “CARES Act”) and the approval Paycheck Protection Program Flexibility Act of 2020 (the sole shareholder of the Company “Flexibility Act”) are true, correct and the Existing Stockholder, which shall be received prior to Closing, no other corporate proceedings on the part of the Company, the Existing Stockholder or the Parent are necessary to approve and authorize the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby. All Transaction Documents to which the Company, the Existing Stockholder or the Parent is a party have been duly executed and delivered by the Company, the Existing Stockholder or the Parent and constitute the valid and binding agreements of the Company, the Existing Stockholder or the Parent, enforceable against the Company, the Existing Stockholder or the Parent complete in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights; and as limited by general principles of equity that restrict the availability of equitable remediesall respects.

Authorization of Transactions. The Company, the Existing Stockholder and the Parent each Each Seller has all requisite full corporate or other organizational power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it such Seller is a party and to consummate the transactions contemplated hereby by this Agreement and therebythe other Transaction Documents. The board execution and delivery by each Seller of directors of each of the Company this Agreement and the Existing Stockholder has duly approved the all other Transaction Documents to which it such Seller is a party party, the performance by such Seller of its obligations hereunder and has duly authorized the execution and delivery of the Transaction Documents to which it is a party thereunder and the consummation by such Seller of the transactions contemplated therebyhereby and thereby have been duly and validly authorized and approved by all requisite corporate action on the part of such Seller. Except for the Parent Board Approval and the approval of the sole shareholder of the Company and the Existing Stockholder, which shall be received prior to Closing, no No other corporate proceedings on the part of the Company, the Existing Stockholder any Seller or the Parent any of its Subsidiaries are necessary to approve and authorize the execution and delivery of this Agreement or the other Transaction Documents to which it such Seller is a party and the consummation of the transactions contemplated therebyby this Agreement and the other Transaction Documents. All Transaction Documents to which the Company, the Existing Stockholder or the Parent is a party have This Agreement has been duly executed and delivered by the Company, the Existing Stockholder or the Parent each Seller and constitute constitutes the valid and binding agreements of the Company, the Existing Stockholder or the Parenteach Seller, enforceable against the Company, the Existing Stockholder or the Parent each Seller in accordance with their terms, except as limited by that (a) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other laws similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (b) equitable remedies of general application affecting enforcement of creditors' rights; specific performance and as limited by general principles of equity that restrict the availability injunctive and other forms of equitable remediesrelief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Limitations”). Upon the execution and delivery by each Seller or one or more of its Subsidiaries of the other Transaction Documents to which it is a party, and assuming the due authorization, execution and delivery thereof by the other parties thereto, such other Transaction Documents will constitute the valid and binding obligations of such Seller and any such Subsidiaries, enforceable against such entity in accordance with their terms, subject to the Enforceability Limitations.

Authorization of Transactions. The Company, the Existing Stockholder and the Parent each Company has all requisite full corporate power and authority to execute and deliver this Agreement and, to the Transaction Documents to which it is extent a party thereto, each of the Escrow Agreement, the Paying Agent Agreement, the Support Agreement, each Joinder Agreement and each of the other agreements, certificates and instruments being or to be executed and delivered in connection with this Agreement and the Closing (collectively, the “Ancillary Agreements”), and to consummate the Merger and the other transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the Ancillary Agreements, and the consummation of the Merger and the other transactions contemplated hereby and thereby. The board of directors of each , have been duly and validly authorized by the vote of the Board and will be submitted to the stockholders of Company and the Existing Stockholder has for approval, at a duly approved the Transaction Documents to which it is a party and has duly authorized the execution and delivery called meeting of the Transaction Documents to which it is stockholders of Company or, in lieu of a party and the consummation meeting, by an action by written consent of the transactions contemplated thereby. Except for the Parent Board Approval and the approval stockholders of Company, owning at least a majority of the sole shareholder shares of the Company Common Stock and the Existing Stockholder, which shall be received prior to Closing, no other corporate proceedings on the part of the Company, or actions on the Existing Stockholder part of any Company Equityholder, are or the Parent are will be necessary to approve authorize this Agreement and authorize the execution and delivery each of the Transaction Documents Ancillary Agreements or to which it is a party consummate the Merger and the consummation of the other transactions contemplated hereby and thereby. All Transaction Documents to which the Company, the Existing Stockholder or the Parent is a party have The Agreement has been duly and validly executed and delivered by the CompanyCompany and, the Existing Stockholder or the assuming due authorization, execution and delivery by Parent and constitute the Merger Sub, constitutes a valid and binding agreements agreement of the Company, the Existing Stockholder or the Parent, enforceable against the Company, the Existing Stockholder or the Parent Company in accordance with their its terms, except as to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting the enforcement of creditors' rights; and as limited ’ rights generally or by general principles of equity that restrict the availability of equitable remediesprinciples.

Authorization of Transactions. The Company, the Existing Stockholder Each of Seller and the Parent each Bio-Lab has all requisite corporate full power and authority to execute execute, deliver and deliver perform this Agreement, the Transaction Documents to which it is a party Noncompetition Agreement and the other agreements contemplated hereby and to consummate the transactions contemplated hereby and thereby. The In the event the transactions contemplated by this Agreement are consummated, the board of directors of each of the Company Seller and Bio-Lab and the Existing Stockholder has shareholders of Seller will have duly approved the Transaction Documents to which it is a party this Agreement and has will have duly authorized the execution execution, delivery and delivery performance of this Agreement, the Transaction Documents to which it is a party Noncompetition Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby. Except for the Parent Board Approval and the approval of the sole shareholder of the Company and the Existing Stockholder, which shall be received prior to Closing, no No other corporate proceedings on the part of the Company, the Existing Stockholder Seller or the Parent Bio-Lab are necessary to approve and authorize the execution and delivery of this Agreement, the Transaction Documents to which it is a party Noncompetition Agreement and the consummation other agreements contemplated hereby. This Agreement has been duly executed and delivered by Seller and Bio-Lab and constitutes the valid and binding agreement of Seller and Bio-Lab, enforceable against Seller and Bio-Lab in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization or other similar laws and to general principles of equity (whether considered in proceedings at law or in equity). Great Lakes has full power and authority to deliver the Noncompetition Agreement; in the event the transactions contemplated thereby. All Transaction Documents to which the Companyhereby are consummated, the Existing Stockholder or board of directors of Great Lakes will have duly approved the Parent is a party Noncompetition Agreement and duly authorized the execution, delivery and performance of the Noncompetition Agreement; and the Noncompetition Agreement shall have been duly executed and delivered by the Companyeach of Seller, the Existing Stockholder or the Parent Bio-Lab and constitute the valid and binding agreements of the Company, the Existing Stockholder or the Parent, enforceable against the Company, the Existing Stockholder or the Parent in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights; and as limited by general principles of equity that restrict the availability of equitable remediesGreat Lakes.

Authorization of Transactions. The Company, the Existing Stockholder and each of the Parent each Sellers has all requisite corporate full power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is they are a party and to consummate the transactions contemplated hereby and therebythereby and to perform their obligations hereunder and thereunder. The board Stockholder and the boards of directors of each of the Company and the Existing Stockholder has Seller have duly approved the Transaction Documents to which it is the Stockholder and the Sellers are a party and has have duly authorized the execution and delivery of the this Agreement and such other Transaction Documents to which it is they are a party and the consummation of the transactions contemplated hereby and thereby. Except for the Parent Board Approval and the approval of the sole shareholder of the Company and the Existing Stockholder, which shall be received prior to Closing, no No other corporate proceedings on the part of the Company, the Existing Stockholder or the Parent Sellers are necessary to approve and authorize the execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents to which it is the Stockholder and the Sellers are a party and the consummation of the transactions contemplated thereby. All Transaction Documents to which the Company, Stockholder and the Existing Stockholder or the Parent is Sellers are a party have been duly executed and delivered by the Company, the Existing Stockholder or the Parent and each Seller and constitute the valid and binding agreements of the Company, Stockholder and the Existing Stockholder or the ParentSellers, enforceable against the Company, Stockholder and the Existing Stockholder or the Parent Sellers in accordance with their terms, except as to the extent that the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, rehabilitation, moratorium and similar laws now or other laws of general application affecting enforcement of hereafter in effect relating to creditors' rights; and as limited by rights generally or general principles of equity that restrict the availability of equitable remediesprinciples.

Authorization of Transactions. The Company, (a) Each of the Existing Stockholder Company and the Parent each Shareholders’ Representative has all requisite corporate full power and authority authority, either individual or corporate, to execute and deliver the Transaction this Agreement and any Ancillary Documents to which it is a party party, and to consummate the transactions contemplated hereby and thereby. The board of directors of This Agreement and the Ancillary Documents have been, or will have been, duly and validly executed and delivered by each of the Company and the Existing Stockholder has duly approved Shareholders’ Representative, as applicable. This Agreement constitutes, and each Ancillary Document will constitute, the Transaction Documents to which it is a party valid and has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby. Except for the Parent Board Approval and the approval of the sole shareholder legally binding obligation of the Company and the Existing StockholderShareholders’ Representative, which shall be received prior as applicable, enforceable in accordance with their terms and conditions, subject to Closing, no other corporate proceedings on the part Enforcement Limitations. (b) Each Subsidiary of the Company, the Existing Stockholder or the Parent are necessary Company has all requisite corporate power and authority to approve and authorize the execution and delivery of the Transaction Documents enter into each Ancillary Document to which it is a party and the consummation of the transactions contemplated thereby. All Transaction Documents to which the Company, the Existing Stockholder or the Parent is a party have been duly be executed and delivered by such Subsidiary pursuant hereto and to consummate the Companytransactions contemplated therein. The Ancillary Documents will be duly and validly executed and delivered by such Subsidiaries, the Existing Stockholder or the Parent and as applicable. Each Ancillary Document to which any Company Subsidiary is a party will constitute the valid and legally binding agreements obligation of the Company, the Existing Stockholder or the Parentsuch Subsidiary, enforceable against the Company, the Existing Stockholder or the Parent in accordance with their termsterms and conditions, except as limited by applicable bankruptcysubject to the Enforcement Limitations. (c) At a meeting duly called and held prior to the date of this Agreement, insolvencythe Company’s board of directors has unanimously (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Company and the Shareholders; (ii) approved, reorganizationadopted and declared advisable this Agreement, moratorium or other laws the plan of general application affecting enforcement of creditors' rightsmerger set forth in this Agreement and the Transactions, including the Merger; and (iii) resolved to recommend approval of this Agreement by the Shareholders. Agreement and Plan of Merger (d) The approvals of the Shareholders required to approve the Agreement and authorize the Transactions are the approval of (i) the holders of a majority of the outstanding shares of Series C Preferred Stock, voting as limited by general principles a separate class; (ii) the holders of equity that restrict a majority of the availability outstanding shares of equitable remediesCompany Preferred Stock, voting together as a single class; and (iii) the holders of a majority of the outstanding shares of Company Stock, voting together as a single class on an as-converted to Company Common Stock basis.

Authorization of Transactions. The Company(a) Each such Seller that is an individual has full power, authority and legal capacity to execute and deliver the Existing Stockholder Transaction Documents to which he is a party and to consummate the transactions contemplated thereby and hereby. Each Seller that is an individual has (or, with respect to those Transaction Documents to be executed at Closing, upon Closing will have) duly executed and delivered all of the Transaction Documents to which he is a party, and such Transaction Documents constitute the valid and binding agreements of such Seller, enforceable against such Seller in accordance with their terms, except as enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, moratorium, reorganization or similar laws affecting creditors' rights generally and the Parent each discretionary nature of specific performance and other equitable remedies. (b) Each such Seller that is a trust or a limited partnership has all requisite corporate full power and authority to execute and deliver the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The board of directors Each trustee of each Seller that is a trust and each general partner of the Company and the Existing Stockholder each Seller that is a limited partner has duly approved the Transaction Documents to which it such Seller is a party and has duly authorized the execution and delivery of the Transaction Documents to which it such Seller is a party and the consummation of the transactions contemplated thereby. Except for the Parent Board Approval and the approval of the sole shareholder of the Company and the Existing Stockholder, which shall be received prior to Closing, no No other corporate proceedings on the part of the Company, the Existing Stockholder or the Parent such Seller are necessary to approve and authorize the execution and delivery of the Transaction Documents to which it such Seller is a party and the consummation of the transactions contemplated thereby. All Each such Seller has (or, with respect to those Transaction Documents to be executed at Closing, upon Closing will have) duly executed and delivered all of the Transaction Documents to which the Company, the Existing Stockholder or the Parent it is a party have been duly executed and delivered by the Company, the Existing Stockholder or the Parent and such Transaction Documents constitute the valid and binding agreements of the Company, the Existing Stockholder or the Parentsuch Seller, enforceable against the Company, the Existing Stockholder or the Parent such Seller in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, fraudulent conveyance, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws of general application affecting enforcement of creditors' rights; rights generally and as limited by general principles the discretionary nature of equity that restrict the availability of specific performance and other equitable remedies.