Common use of Authorization; Valid and Binding Agreement; No Breach Clause in Contracts

Authorization; Valid and Binding Agreement; No Breach. (i) The Company has the corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is or will be a party, and, subject to receipt of the Parent Stockholder Approval (as defined in the Merger Agreement), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. (ii) The execution, delivery and performance by the Company of this Agreement and each of the other Transaction Documents to which it is or will be a party has been duly and validly authorized and approved by all necessary corporate on the part of the Company and except for the Parent Stockholder Approval (as defined in the Merger Agreement), no other corporate proceedings of the Company are necessary for the Company to authorize and approve this Agreement and the other Transaction Documents to which the Company is or will be a party, the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated by this Agreement. (iii) This Agreement and each of the other Transaction Documents to which the Company is or will be a party have been or, when executed and delivered by the Company, will be duly executed and delivered by the Company and when so executed and delivered by the parties hereto and thereto (assuming the due authority, execution and delivery by any party thereto other than the Company), constitutes (or will constitute) a valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at Law or in equity). (iv) The execution, delivery and performance of this Agreement and the other Transaction Documents to which any of the Company is or will be a party and the consummation of the transactions contemplated by this Agreement by it do not and will not (after notice or lapse of time or both, or the taking of any action by another person): (A) conflict with or violate any provision of its certificate of incorporation or bylaws, (B) result in the creation of any material Lien (other than Permitted Liens (as defined in the Merger Agreement) or Liens imposed in connection with the Debt Financing) upon any of its assets, (C) require on its part any notice or filing with, or any Permit or other authorization of, or any exemption by, any Governmental Entity other than actions required under the Exchange Act and the rules and regulations of NASDAQ (except as relates to the Parent Stockholder Approval (as defined in the Merger Agreement)), (D) with such exceptions as, individually or in the aggregate, have not had, and are not reasonably likely to have, a Company Material Adverse Effect, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of, give rise to any right to accelerate, terminate, modify or cancel, or require any notice, consent, authorization, approval or waiver under, or result in any other adverse consequence under, any (x) Permit or (y) Contract to which it is a party or by which it is bound or to which any of its assets or properties is subject, or (E) violate or breach the terms of or cause any default under any Law applicable to it or any of its properties, assets or securities.

Authorization; Valid and Binding Agreement; No Breach. (ia) The Company has the corporate limited liability company power and authority to enter into this Agreement and the other Transaction Documents to which it is or will be a party, and, subject to receipt of the Parent Stockholder Approval (as defined in the Merger Agreement), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyMerger and the other Transactions. (iib) The execution, delivery and performance by the Company of this Agreement and the consummation of the Merger requires authorization and approval by Company Members holding more than seventy-five percent (75%) of the total outstanding Class A Units of the Company (the “Required Vote”). The execution, delivery and performance 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 of the Merger and the other Transactions has been duly and validly authorized and approved by all necessary corporate on the part in accordance with Section 5.2(b) of the Company LLC Agreement and the LLCA, and the Member Consent has been adopted by the Required Vote, and, except for the Parent Stockholder Approval (as defined in filing of the Merger Agreement)Certificate of Merger, no other corporate limited liability company proceedings of the Company (or its equityholders in their capacity as such) are necessary for the Company to authorize and approve this Agreement and the other Transaction Documents to which the Company is or will be a party, the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated by this AgreementMerger and the other Transactions, and no appraisal rights are available to any holder of the Company’s Equity Interests in connection with the Merger. (iiic) This Agreement and each of the other Transaction Documents to which the Company is or will be a party have been or, when executed and delivered by the Company, will be duly executed and delivered by the Company and when so executed and delivered by the parties hereto and thereto (assuming the due authority, execution and delivery by any party thereto other than the Company), constitutes (or will constitute) a valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at Law or in equity). (ivd) The Assuming the receipt of all consents and approvals set forth on Section 4.3(d) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of the Group Company is or will be a party and the consummation of the transactions contemplated Transactions by this Agreement by it such Group Company do not and will not (after notice or lapse of time or both, or the taking of any action by another personPerson): (Ai) conflict with or violate any provision of its the certificate of incorporation formation or bylawsoperating agreement of such Group Company, (Bii) result in the creation of any material Lien (other than Permitted Liens (as defined in the Merger Agreement) or Liens imposed in connection with the Debt Financing) upon any assets of its assetssuch Group Company (including the Company Interests), (Ciii) require on its the part of such Group Company any notice or filing with, or any Permit or other authorization of, or any exemption by, any Governmental Entity Government Authority other than actions required under the Exchange Act and the rules and regulations of NASDAQ (except as relates to the Parent Stockholder Approval (as defined in the Merger Agreement))HSR Act, (Div) with such exceptions as, individually or in the aggregate, have not had, and are not reasonably likely to have, a Company Material Adverse Effect, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of, give rise to any right to accelerate, terminate, modify or cancel, or require any notice, consent, authorization, approval or waiver under, or result in any other adverse consequence under, any (xA) Permit or (yB) Contract to which it such Group Company is a party or by which it such Group Company is bound or to which any of its the assets or properties of such Group Company is subjectsubject (including the Company Interests), or (Ev) violate or breach the terms of or cause any default under any Law applicable to it such Group Company or any of its properties, assets or securitiessecurities (including the Company Interests).

Authorization; Valid and Binding Agreement; No Breach. (ia) The Company Each of Parent and Merger Sub has the corporate or limited liability company power and authority to enter into this Agreement and the other Transaction Documents to which it is or will be a party, and, subject to receipt of the Parent Stockholder Approval (as defined in the Merger Agreement), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated herebyMerger and the other Transactions. (iib) The execution, delivery and performance by the Company each of Parent and Merger Sub of this Agreement and each of the other Transaction Documents to which it is or will be a party has been duly and validly authorized and approved by all necessary corporate or limited liability action on the part of the Company Parent and Merger Sub and except for (i) the Parent Stockholder Approval and (as defined in ii) the Merger Agreement)filing of the Certificate of Merger, no other corporate or limited liability company proceedings of the Company Parent or Merger Sub are necessary for the Company Parent and Merger Sub to authorize and approve this Agreement and the other Transaction Documents to which the Company Parent or Merger Sub is or will be a party, the performance by the Company Parent and Merger Sub of its respective obligations hereunder and thereunder and the consummation of the transactions contemplated by this AgreementMerger and the other Transactions. (iiic) This Agreement and each of the other Transaction Documents to which the Company any of Parent or Merger Sub is or will be a party have been or, when executed and delivered by the CompanyParent or Merger Sub, will be duly executed and delivered by the Company Parent or Merger Sub and when so executed and delivered by the parties hereto and thereto (assuming the due authority, execution and delivery by any party thereto other than the CompanyParent or Merger Sub), constitutes (or will constitute) a valid and legally binding obligation of the CompanyParent or Merger Sub, enforceable against the Company Parent or Merger Sub in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at Law or in equity). (ivd) The Assuming the receipt of all consents and approvals set forth on Section 5.2 of the Parent Disclosure Schedule, the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of the Company Parent and Merger Sub is or will be a party and the consummation of the transactions contemplated by this Agreement Transactions by it do not and will not (after notice or lapse of time or both, or the taking of any action by another personPerson): (Ai) conflict with or violate any provision of its certificate of incorporation or bylawsbylaws (or certificate of formation or operating agreement), (Bii) result in the creation of any material Lien (other than Permitted Liens (as defined in the Merger Agreement) or Liens imposed in connection with the Debt Financing) upon any of its assets, (Ciii) require on its part any notice or filing with, or any Permit or other authorization of, or any exemption by, any Governmental Entity Government Authority other than actions required under the HSR Act, the Exchange Act and the rules and regulations of NASDAQ (except as relates to the Parent Stockholder Approval (as defined in the Merger Agreement)Approval), (Div) with such exceptions as, individually or in the aggregate, have not had, and are not reasonably likely to have, a Company Parent Material Adverse Effect, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of, give rise to any right to accelerate, terminate, modify or cancel, or require any notice, consent, authorization, approval or waiver under, or result in any other adverse consequence under, any (xA) Permit or (yB) Contract to which it is a party or by which it is bound or to which any of its assets or properties is subject, or (Ev) violate or breach the terms of or cause any default under any Law applicable to it or any of its properties, assets or securities.

Authorization; Valid and Binding Agreement; No Breach. (i) The Company has the corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is or will be a party, and, subject to receipt of the Parent Stockholder Approval (as defined in the Merger Agreement), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. (iia) The execution, delivery and performance by the Company of this Agreement and each of the other Transaction Documents agreement, document, instrument or certificate contemplated by this Agreement, or to which it is or will be a party has been duly and validly authorized and approved by all necessary corporate on the part of the Company and except for the Parent Stockholder Approval (as defined in the Merger Agreement), no other corporate proceedings of the Company are necessary for the Company to authorize and approve this Agreement and the other Transaction Documents to which the Company is or will be a party, the performance executed by the Company of its obligations hereunder in connection with the transactions contemplated hereby and thereunder thereby, including the Transaction Agreements, by the Company and the consummation of the transactions contemplated by this Agreement and the Transaction Agreements have been, and will be at the Closing, duly and validly authorized by all requisite limited liability company action on the part of the Company or any of its equityholders, and, other than obtaining the Seller Written Consent and the Investor Consents, no other proceedings on the Company’s or any of its equityholders’ part are necessary to authorize the execution, delivery or performance of this Agreement or any Transaction Agreement or the transactions contemplated hereby and thereby (including the Merger). The Seller Written Consent and the Investor Consents are the only Consents or approvals of the holders of Company Securities necessary under the DLLCA, the Company’s Organizational Documents or otherwise to approve this Agreement. , the other Transaction Agreements and the transactions contemplated hereby and thereby (iii) This including the Merger). Assuming that this Agreement and each of the other Transaction Documents Agreement (to which the Company Parent or Merger Sub is or will be a party have been or, when executed and delivered by the Company, will be duly executed and delivered by the Company and when so executed and delivered by the parties hereto and thereto (assuming the due authority, execution and delivery by any party thereto other than the Company), constitutes (or will constituteparty) is a valid and legally binding obligation of Parent or Merger Sub, as applicable) this Agreement and each Transaction Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at Law or in equitythe “Enforceability Exceptions”). (ivb) The Except (i) as set forth on Section 4.2 of the Company Disclosure Schedule or (ii) as required under the HSR Act and for the FCA Approval, the execution, delivery and performance of this Agreement and the other or any Transaction Documents to which any of Agreement by the Company is or will be a party and the consummation of the transactions contemplated by this Agreement by it or any Transaction Agreement do not and will not (after notice or lapse of time or both, or the taking of any action by another person): (A) conflict with or violate any provision of its certificate of incorporation or bylaws, (B) result in the creation of any material Lien (other than Permitted Liens (as defined in the Merger Agreement) or Liens imposed in connection with the Debt Financing) upon any of its assets, (C) require on its part any notice or filing with, or any Permit or other authorization of, or any exemption by, any Governmental Entity other than actions required under the Exchange Act and the rules and regulations of NASDAQ (except as relates to the Parent Stockholder Approval (as defined in the Merger Agreement)), (D) with such exceptions as, individually or in the aggregate, have not had, and are not reasonably likely to have, a Company Material Adverse Effect, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration a violation of, result in the creation of any Lien upon any properties, rights or assets of the Company or its Subsidiaries, accelerate or give rise to a right of termination, cancellation or acceleration of any right to accelerate, terminate, modify of the Company or cancelits Subsidiaries’ obligations or the loss of any benefit (including any release from escrow or disclosure of proprietary source code), or require any noticeauthorization, consent, waiver, authorization, approval registration, filing, notice, approval, exemption or waiver underother action by or notice to any court, other Governmental Body or result in any other adverse consequence underthird party (“Consent”), any under (xA) Permit or (y) Contract to which it is a party or by which it is bound or to which any the provisions of its assets or properties is subject, or (E) violate or breach the terms of or cause any default under any Law applicable to it Company or any of its propertiesSubsidiaries’ Organizational Documents, assets (B) any Contract or securitiesauthorization, license or Permit to which the Company or any of its Subsidiaries is bound other than as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, or (C) any Law or Governmental Order to which the Company or any of its Subsidiaries is subject other than as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; Valid and Binding Agreement; No Breach. (ia) The Holdings and the Company each has the all requisite corporate power and authority to enter into execute and deliver this Agreement and the other Transaction Documents each Ancillary Agreement to which it is or will be a party, and, subject to receipt of the Parent Stockholder Approval (as defined in the Merger Agreement), party and to perform its obligations hereunder under this Agreement and thereunder each such Ancillary Agreement. FilterCo has all requisite corporate power and authority to execute and deliver each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby. (ii) perform its obligations thereunder. The execution, delivery and performance by the Company of this Agreement and each Ancillary Agreement to which the Company and/or any Acquired Company is a party and the consummation of the other Transaction Documents to which it is or will be a party has transactions contemplated hereby and thereby by the Company and the Acquired Companies, as applicable, have been duly and validly authorized and approved by all necessary corporate requisite action on the part of the Company and except for the Parent Stockholder Approval (Acquired Companies, as defined in the Merger Agreement)applicable, and no other corporate or limited liability company actions or proceedings are necessary to authorize the execution, delivery or performance of this Agreement or any Ancillary Agreement by the Company are necessary for or the Company to authorize Acquired Companies, as applicable. Assuming the due authorization, execution and approve delivery of this Agreement and the other Transaction Documents Ancillary Agreements by Buyer, this Agreement constitutes, and at Closing each Ancillary Agreement to which the Company is or will be a party, the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated by this Agreement. (iii) This Agreement and each of the other Transaction Documents to which the and/or any Acquired Company is or will be a party have been or, when executed and delivered by the Company, will be duly executed and delivered by the Company and when so executed and delivered by the parties hereto and thereto (assuming the due authority, execution and delivery by any party thereto other than the Company), constitutes (or will constitute) , a legal, valid and legally binding obligation of the CompanyCompany and the Acquired Companies, as applicable, enforceable against the Company and the Acquired Companies, as applicable, in accordance with their respective its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at Law or in equity)remedies. (ivb) The Except as set forth on the attached Schedule 3.02(b), the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of Ancillary Agreement by Seller, the Company is or will be a party and the Acquired Companies (as applicable) and the consummation of the transactions contemplated hereby and thereby by this Agreement by it Seller, the Company and the Acquired Companies (as applicable), do not and will not (after i) conflict with or violate the certificate of incorporation or bylaws or similar governing documents of the Company or any Acquired Company, (ii) result in any material breach of, constitute a material default under, result in a material violation of, give any Person the right to terminate, cancel, accelerate or materially modify, any Material Contract, (iii) require any authorization, consent, approval, exemption or other action or notice under any Material Contract or Governmental Authorization to which the Company (to the extent related to the Business) or any Acquired Company is a party, in each case (x) with or without notice or lapse of time or bothboth and (y) except for any such authorization, consent, approval, exemption or other action or notice the taking failure of which to make or obtain would not reasonably be expected to adversely affect the Business in any action by another person): material respect, (Aiv) conflict with or violate any provision of its certificate of incorporation Law or bylawsOrder applicable to the Company, any Acquired Company or the Contributed Assets, (Bv) result in the creation or imposition of any material Lien (Lien, other than any Permitted Liens (as defined in the Merger Agreement) or Liens imposed in connection with the Debt Financing) Liens, upon any of its assetsthe Contributed Assets, or (Cvi) require on its part any notice or filing with, or any Permit or other authorization of, or any exemption by, any Governmental Entity other than actions required under the Exchange Act and the rules and regulations of NASDAQ (except as relates to the Parent Stockholder Approval (as defined in the Merger Agreement)), (D) with such exceptions as, individually or in the aggregate, have not had, and are not reasonably likely to have, a Company Material Adverse Effect, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of, give rise to any right to accelerate, terminate, modify or cancel, or require any noticeauthorization, consent, authorizationapproval, approval exemption or waiver underother action by, or result in filing with or notice to any Governmental Body, other adverse consequence underthan any such authorizations, consents, approvals, exemptions or other actions or filings or notices to any Governmental Body (x) Permit that may be required by reason of Buyer’s participation in the transactions contemplated hereby or thereby or (y) Contract the failure of which to which it is a party make or by which it is bound or obtain would not reasonably be expected to which adversely affect the Business in any of its assets or properties is subject, or (E) violate or breach the terms of or cause any default under any Law applicable to it or any of its properties, assets or securitiesmaterial respect.

Authorization; Valid and Binding Agreement; No Breach. (ia) The Company has the corporate all necessary limited liability company power and authority to enter into this execute and deliver each Ancillary Agreement and the other Transaction Documents to which it the Company is or will be a party, and, subject to receipt of the Parent Stockholder Approval (as defined in the Merger Agreement), party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. (ii) thereby. The execution, delivery and performance by the Company of this each Ancillary Agreement and each of the other Transaction Documents to which it is or will be a party has been duly and validly authorized and approved by all necessary corporate on the part of the Company and except for the Parent Stockholder Approval (as defined in the Merger Agreement), no other corporate proceedings of the Company are necessary for the Company to authorize and approve this Agreement and the other Transaction Documents to which the Company is or will be a party, the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated thereby, have been duly and validly authorized by this Agreement. (iii) This Agreement and each all requisite action on the part of the Company, and no other Transaction Documents proceedings on the Company’s part are necessary to authorize the execution, delivery or performance of the Ancillary Agreements to which it is a party. Each Ancillary Agreement to which the Company is or will be a party have been or, when executed and delivered by the Company, will be duly executed and delivered by the Company and when so executed and delivered by the parties hereto and thereto (at Closing and, assuming the due authorityauthorization, execution and delivery thereof by any party thereto the other than the Company)parties thereto, constitutes (or will constitute) constitute at Closing a legal, valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at Law or in equity)remedies. (b) Except as set forth on the attached Schedule 3.02(b), the execution, delivery and performance by Sellers of this Agreement and each Ancillary Agreement to which either Seller or any of their Subsidiaries or the Company is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) violate, contravene or conflict with any provision of Sellers’ or their Subsidiaries’ or the Company’s Organizational Documents, (ii) assuming that the filings referred to in Section 3.02(c) are made and any waiting periods thereunder have expired or been terminated, violate, contravene or conflict with any Law or Order, (iii) contravene, conflict with, result in the violation or breach of any of the terms or conditions of, or constitute (with or without notice or lapse of time or both) a default under or give rise to any right of notice, modification, acceleration, payment, suspension, withdrawal, cancellation or termination under, or in any manner release any party thereto from any obligation under, or otherwise affect any rights of any Seller or any of their Subsidiaries or the Company under, any Material Contract or Business Permit, or (iv) The result in the creation of any Lien (other than Permitted Liens) upon the Membership Interests (other than Liens arising under applicable securities Laws) or any material assets, rights or properties of the Business. (c) Assuming all filings required under the HSR Act are made and any waiting periods thereunder have expired or been terminated, no authorizations, consents, or approvals of, or filings, declarations or registrations with, or notices to, any Governmental Body are necessary for the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of the Company is or will be a party Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby by this Agreement by it do not and will not (after notice or lapse of time or boththe Sellers, or their Subsidiaries and/or the taking of any action by another person): (A) conflict with or violate any provision of its certificate of incorporation or bylawsCompany, (B) result in the creation of any material Lien (other than Permitted Liens (as defined in the Merger Agreement) or Liens imposed in connection with the Debt Financing) upon any of its assets, (C) require on its part any notice or filing with, or any Permit or other authorization of, or any exemption by, any Governmental Entity other than actions required under the Exchange Act and the rules and regulations of NASDAQ (except as relates to the Parent Stockholder Approval (as defined in the Merger Agreement)), (D) with such exceptions as, individually or in the aggregate, have not had, and are not reasonably likely to have, a Company Material Adverse Effect, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of, give rise to any right to accelerate, terminate, modify or cancel, or require any notice, consent, authorization, approval or waiver under, or result in any other adverse consequence under, any (x) Permit or (y) Contract to which it is a party or by which it is bound or to which any of its assets or properties is subject, or (E) violate or breach the terms of or cause any default under any Law applicable to it or any of its properties, assets or securitiesapplicable.

Authorization; Valid and Binding Agreement; No Breach. (i) The Holdings and the Company each has the all requisite corporate power and authority to enter into execute and deliver this Agreement and the other Transaction Documents each Ancillary Agreement to which it is or will be a party, and, subject to receipt of the Parent Stockholder Approval (as defined in the Merger Agreement), party and to perform its obligations hereunder under this Agreement and thereunder each such Ancillary Agreement. FilterCo has all requisite corporate power and authority to execute and deliver each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby. (ii) perform its obligations thereunder. The execution, delivery and performance by the Company of this Agreement and each Ancillary Agreement to which the Company and/or any Acquired Company is a party and the consummation of the other Transaction Documents to which it is or will be a party has transactions contemplated hereby and thereby by the Company and the Acquired Companies, as applicable, have been duly and validly authorized and approved by all necessary corporate requisite action on the part of the Company and except for the Parent Stockholder Approval (Acquired Companies, as defined in the Merger Agreement)applicable, and no other corporate or limited liability company actions or proceedings are necessary to authorize the execution, delivery or performance of this Agreement or any Ancillary Agreement by the Company are necessary for or the Company to authorize Acquired Companies, as applicable. Assuming the due authorization, execution and approve delivery of this Agreement and the other Transaction Documents Ancillary Agreements by Buyer, this Agreement constitutes, and at Closing each Ancillary Agreement to which the Company is or will be a party, the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated by this Agreement. (iii) This Agreement and each of the other Transaction Documents to which the and/or any Acquired Company is or will be a party have been or, when executed and delivered by the Company, will be duly executed and delivered by the Company and when so executed and delivered by the parties hereto and thereto (assuming the due authority, execution and delivery by any party thereto other than the Company), constitutes (or will constitute) , a legal, valid and legally binding obligation of the CompanyCompany and the Acquired Companies, as applicable, enforceable against the Company and the Acquired Companies, as applicable, in accordance with their respective its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at Law or in equity)remedies. (iv) The execution, delivery and performance of this Agreement and the other Transaction Documents to which any of the Company is or will be a party and the consummation of the transactions contemplated by this Agreement by it do not and will not (after notice or lapse of time or both, or the taking of any action by another person): (A) conflict with or violate any provision of its certificate of incorporation or bylaws, (B) result in the creation of any material Lien (other than Permitted Liens (as defined in the Merger Agreement) or Liens imposed in connection with the Debt Financing) upon any of its assets, (C) require on its part any notice or filing with, or any Permit or other authorization of, or any exemption by, any Governmental Entity other than actions required under the Exchange Act and the rules and regulations of NASDAQ (except as relates to the Parent Stockholder Approval (as defined in the Merger Agreement)), (D) with such exceptions as, individually or in the aggregate, have not had, and are not reasonably likely to have, a Company Material Adverse Effect, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of, give rise to any right to accelerate, terminate, modify or cancel, or require any notice, consent, authorization, approval or waiver under, or result in any other adverse consequence under, any (x) Permit or (y) Contract to which it is a party or by which it is bound or to which any of its assets or properties is subject, or (E) violate or breach the terms of or cause any default under any Law applicable to it or any of its properties, assets or securities.

Authorization; Valid and Binding Agreement; No Breach. (i) The Company has the corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is or will be a party, and, subject to receipt of the Parent Stockholder Approval (as defined in the Merger Agreement), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. (iia) The execution, delivery and performance by the Company of this Agreement by the Company, and each other agreement or instrument to be executed in connection herewith, and the consummation and performance of the other Transaction Documents to which it is or will be a party has transactions contemplated hereby and thereby, have been duly and validly authorized and approved by all necessary requisite corporate on the part of action, other than the Company and except for the Parent Stockholder Approval (as defined in the Merger Agreement)Requisite Approval, and, no other corporate proceedings action or authorization, other than the Company Requisite Approval, as the case may be, on behalf of the Company are is necessary for the Company to authorize and approve the execution, delivery or performance of this Agreement and or the other Transaction Documents to which the Company is or will be a party, the performance consummation by the Company of its obligations hereunder the Transactions, and thereunder assuming the due and the consummation valid authorization, execution and delivery of the transactions contemplated by this Agreement. (iii) This Agreement and each of the other Transaction Documents to which the Company is or will be a party have been or, when executed and delivered by the Company, will be duly executed and delivered by the Company and when so executed that this Agreement is a legal, valid, and delivered by the parties hereto binding obligation of each of Parent and thereto (assuming the due authorityMerger Sub, execution and delivery by any party thereto other than the Company)this Agreement constitutes a legal, constitutes (or will constitute) a valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium bankruptcy Laws, other similar Laws affecting creditors’ rights rights, and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at Law or in equity)remedies. (ivb) The Except for (x) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (y) the filing of the Statement of Merger with the Secretary of State of the State of Colorado, the execution, delivery delivery, performance and performance compliance with the terms and conditions of this Agreement and the other Transaction Documents to which any of by the Company is or will be a party and Securityholders and the consummation of the transactions contemplated hereby and thereby by this Agreement by it do not the Company and Securityholders will not (after notice or lapse of time or both, or the taking of any action by another person): (Ai) conflict with or violate any provision of its certificate of incorporation or bylaws, (B) result in the creation of any material Lien (other than Permitted Liens (as defined in the Merger Agreement) or Liens imposed in connection with the Debt Financing) upon any of its assets, (C) require on its part any notice or filing with, or any Permit or other authorization of, or any exemption by, any Governmental Entity other than actions required under the Exchange Act and the rules and regulations of NASDAQ (except as relates to the Parent Stockholder Approval (as defined in the Merger Agreement)), (D) with such exceptions as, individually or in the aggregate, have not had, and are not reasonably likely to have, a Company Material Adverse Effectviolate, conflict with, result in any breach of, or constitute a default under any of the provisions of the articles of incorporation or bylaws (or equivalent organizational documents) of the Company, (ii) other than as set forth on Schedule 3.03(b), violate or result in a breach of or constitute a violation or breach ofdefault under any Material Contract, constitute a default under, result in the acceleration of, give rise to (iii) violate any right to accelerate, terminate, modify or cancel, or require any notice, consent, authorization, approval or waiver under, or result in any other adverse consequence under, any (x) Permit or (y) Contract Law to which it is a party or by which it is bound or to which any of its assets or properties the Company is subject, or (Eiv) violate cause the suspension or breach the terms revocation of or cause any default under any Law applicable to it or any of its properties, assets or securitiesPermit.

Authorization; Valid and Binding Agreement; No Breach. (ia) The Company has the all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is or will be a party, and, subject to receipt of the Parent Stockholder Approval (as defined in the Merger Agreement), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. (ii) . The execution, delivery and performance of this Agreement by the Company of this Agreement and each the consummation of the other Transaction Documents to which it is or will be a party has transactions contemplated hereby have been duly and validly authorized and approved by all necessary corporate requisite action on the part of the Company and except for the Parent Stockholder Approval (as defined in written consent of the Designated Stockholders determined pursuant to Section 1.05(a)(ix) is the only vote or approval of the Stakeholders required to approve this Agreement, the Merger Agreement)and transactions contemplated hereby. No other actions, no other corporate proceedings proceedings, consents, waivers or approvals on the part of the Company or the Stakeholders are necessary for the Company to authorize and approve this Agreement and the other Transaction Documents to which the Company is execution, delivery or will be a party, the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated by this Agreement. (iii) This Agreement and each of the other Transaction Documents to which the Company is or will be a party have been or, when executed and delivered by the Company, will be duly executed and delivered by the Company and when so executed and delivered by the parties hereto and thereto (assuming the . Assuming due authorityauthorization, execution and delivery of this Agreement by any party thereto the other than the Company)parties hereto, this Agreement constitutes (or will constitute) a valid and legally binding obligation of the Company, enforceable against the Company and the Stakeholder Representative in accordance with their respective its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization reorganization, or moratorium Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at Law or in equity). (ivb) The Except as set forth on Schedule 3.03(b), the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of by the Company is or will be a party does not, and the consummation of the transactions contemplated by this Agreement by it do not and hereby will not (after i) conflict with or violate the certificate of incorporation, bylaws or equivalent organizational documents of the Company or any of its Subsidiaries; (ii) materially conflict with or violate any law or order applicable to the Company or any of its Subsidiaries or by which any property, right or asset of the Company or any of its Subsidiaries is bound; (iii) result in any material breach of, constitute a material default (or an event that, with notice or lapse of time or both, or the taking of any action by another person): (Awould become a material default) conflict with or violate any provision of its certificate of incorporation or bylaws, (B) result in the creation of any material Lien (other than Permitted Liens (as defined in the Merger Agreement) or Liens imposed in connection with the Debt Financing) upon any of its assets, (C) require on its part any notice or filing with, or any Permit or other authorization of, or any exemption by, any Governmental Entity other than actions required under the Exchange Act and the rules and regulations of NASDAQ (except as relates to the Parent Stockholder Approval (as defined in the Merger Agreement)), (D) with such exceptions as, individually or in the aggregate, have not had, and are not reasonably likely to have, a Company Material Adverse Effect, conflict withunder, result in a violation or breach of, constitute a default material loss of benefit under, result in the acceleration of, give rise to a right of material payment (other than such payments expressly contemplated by this Agreement and, in any event, do not constitute such a breach or default) under, create in any party thereto the right to amend, modify, abandon, accelerate, terminateterminate or cancel any material provision of (in each case, modify whether with notice or cancellapse of time or both), or require any material notice, consent, authorization, consent or approval or waiver under, or result in the creation or imposition of any other adverse consequence material Lien on any material property, right or asset of the Company or any of its Subsidiaries under, any (x) Permit material agreement, whether oral or (y) Contract written, to which it the Company or any of its Subsidiaries is a party or by which it is bound any material property, right or to which any asset of its assets or properties is subject, or (E) violate or breach the terms of or cause any default under any Law applicable to it Company or any of its propertiesSubsidiaries is bound; or (iv) cause the suspension or revocation of any material Permit held by the Company or any of its Subsidiaries, assets other than any such authorizations, consents, approvals, exemptions or securitiesother actions required under the HSR Act or applicable antitrust and/or competition laws of other jurisdictions.

Authorization; Valid and Binding Agreement; No Breach. (ia) The Company has the requisite corporate power and authority and has taken all corporate action necessary to enter into execute and deliver this Agreement and the other Transaction Documents each Ancillary Agreement to which it is or will be a party, and, subject to receipt of the Parent Stockholder Approval (as defined in the Merger Agreement), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. (ii) hereby and thereby. The execution, delivery and performance by the Company of this Agreement and each of the other Transaction Documents to which it is or will be a party has been duly and validly authorized and approved by all necessary corporate on the part of the Company and except for the Parent Stockholder Approval (as defined in the Merger Agreement), no other corporate proceedings of the Company are necessary for the Company to authorize and approve this Ancillary Agreement and the other Transaction Documents to which the Company is or will be a party, the performance by the Company of its obligations hereunder and thereunder party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by this Agreement. (iii) This Agreement and each all requisite action on the part of the Company, and, except for the necessary Filings with Governmental Bodies, including the Massachusetts Department of Public Health (“MA DPH”), the State of Rhode Island and Providence Plantations Department of Behavioral Health and Developmental Disabilities and Hospitals (“RI DOH”), the Massachusetts Health Policy Commission (“MHPC”), and the United States Department of Justice and/or Federal Trade Commission, as set forth on the attached Authorization Schedule, no other Transaction Documents proceedings on the Company’s part are necessary to authorize the execution, delivery or performance of this Agreement or any Ancillary Agreement to which the Company is or will be a party. This Agreement and each Ancillary Agreement to which the Company is a party have has been or, when duly executed and delivered by the Company, will be duly executed and delivered by assuming that this Agreement and each Ancillary Agreement to which the Company and when so executed and delivered by the parties hereto and thereto (assuming the due authority, execution and delivery by any is a party thereto other than the Company), constitutes (or will constitute) is a valid and legally binding obligation of the other parties to such Agreement or Ancillary Agreement, this Agreement and each Ancillary Agreement to which the Company is a party constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at Law or in equity)Enforceability Exceptions. (ivb) The Except as set forth on the attached Authorization Schedule, the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents each Ancillary Agreement to which any of the Company is or will be a party and the consummation of the transactions contemplated by this Agreement by it hereby and thereby (i) do not and will not conflict with the provisions of the Company’s or any of its Subsidiaries’ articles of incorporation or organization, bylaws, applicable operating agreement, limited liability company agreement or other applicable governing documents; (after notice or lapse of time or both, or the taking of any action by another person): (Aii) conflict with or violate result in any provision of its certificate of incorporation or bylawsmaterial breach of, (B) constitute a material default under, result in a material violation of, result in the creation of any material Lien (other than Permitted Liens (as defined in upon any material assets of the Merger Agreement) Company or Liens imposed in connection with the Debt Financing) upon any of its assets, (C) require on its part any notice or filing with, or any Permit or other authorization of, or any exemption by, any Governmental Entity other than actions required under the Exchange Act and the rules and regulations of NASDAQ (except as relates to the Parent Stockholder Approval (as defined in the Merger Agreement)), (D) with such exceptions as, individually or in the aggregate, have not had, and are not reasonably likely to have, a Company Material Adverse Effect, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of, give rise to any right to accelerate, terminate, modify or cancelSubsidiaries, or require any noticematerial authorization, consent, authorizationapproval, approval exemption or waiver underother material action by or notice to any court, other Governmental Body or result in other third party, under any other adverse consequence under, any (x) Permit or (y) Material Contract to which it is a party or by which it is bound or to which any of its assets or properties is subject, or (E) violate or breach the terms of or cause any default under any Law applicable to it Company or any of its propertiesSubsidiaries is bound; or (iii) contravene any Law or any Order to which the Company or any of its Subsidiaries is subject and other than any such authorizations, assets consents, approvals, exemptions or securitiesother actions as may be required under the applicable requirements of antitrust, competition or other similar laws, rules, regulations and judicial doctrines of jurisdictions other than the United States or that may be required solely by reason of Buyer’s participation in the transactions contemplated hereby.