Common use of Consents and Approvals; No Violations Clause in Contracts

Consents and Approvals; No Violations. Except for in connection with or in compliance with (a) filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3, (b) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute a default or breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any Company Material Contract, except in the case of clause (iv), as has not had, and would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for in connection with or in compliance with Subject to receipt of the Company Stockholder Approval, and except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, state securities or state “blue sky” Laws, and (b) for filing of the applicable Merger Certificates with, and the acceptance for record of the Merger Certificates by, the SDAT and the DSOS, as applicable, and the filing of the Partnership Merger Certificate with, and acceptance for record of the Partnership Merger Certificate by, the DSOS, none of the execution, delivery or performance of this Agreement by the Company Parties, the consummation by the Company Parties of the transactions contemplated hereby or compliance by the Company Parties or the Company Subsidiaries with any of the provisions hereof will (i) conflict with or result in any breach or violation of any provision of (A) the Company Governing Documents or the Partnership Governing Documents or (B) the organizational documents of any Company Subsidiary, (ii) require any filing by any of the Company Parties or any Company Subsidiary with, notice to, or permit, authorization, consent or approval of, any Governmental Authority, except (A) (I) the filing with the SEC of the Proxy Statement/Prospectus in preliminary and definitive form and of a proxy registration statement relating on Form S-4 pursuant to which the offer and sale of shares of Company Common Stock in the Company Merger will be registered pursuant to the Company Stockholders Meeting Securities Act (as amended together with any amendments or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxysupplements thereto, the “Proxy StatementForm S-4”) ), and the Certificate declaration of Merger as contemplated under Section 2.3effectiveness of the Form S-4, and (bII) the applicable requirements filing with the SEC of the Securities Act such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder, ) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the Transactionstransactions contemplated hereby, (cB) state securities takeover as may be required under the rules and “blue sky” Lawsregulations of the NYSE, and (C) such filings as may be required in connection with the MergerTransfer Taxes, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (iiiii) require any notification to consent or filing notice under, result in a violation or registration breach by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries Subsidiary of, or other ​ action by, any Governmental Authority; constitute (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without due notice or lapse of time or both, would constitute ) a default (or breach give rise to any right of termination, amendment, cancelation or acceleration) under, or cause or permit termination, cancelation, acceleration or other change result in the triggering of any right payment or obligation or result in the loss creation of any benefit underEncumbrance on any property or asset of the Company or any of the Company Subsidiaries pursuant to any of the terms, any provision conditions or provisions of any Company Material ContractContract to which Company or any Company Subsidiary is a party or by which it or any of its respective properties or assets may be bound, except in the case of clause or (iv) violate or conflict with any Law applicable to the Company or any Company Subsidiary or any of its respective properties or assets, excluding from the foregoing clauses (ii), as has not had(iii) and (iv) such filings, and notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not be reasonably expected to havenot, individually or in the aggregate, have, or would reasonably be expected to have, a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for in connection None of the execution, delivery or performance of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the Transactions, or compliance by Parent or Merger Sub with or in compliance with any of the provisions hereof will (a) filing conflict with or result in any breach of any provision of the SEC articles of a proxy statement relating to incorporation or bylaws of Parent or the Company Stockholders Meeting (as amended certificate of incorporation or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate by-laws of Merger as contemplated under Section 2.3Sub, (b) the require any material filing by Parent or Merger Sub with, or permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Securities Exchange Act, (ii) any filings as may be required under the BCL in connection with the Transactions, (iii) any filings, permits, authorizations, consents and approvals as may be required under the HSR Act and the Exchange Act any applicable competition, antitrust or investment laws of foreign jurisdictions, (iv) any filings with and the rules and regulations promulgated thereundernotices to The New York Stock Exchange, Inc. as may be required in connection with this Agreement and the Transactions and (v) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws in connection with this Agreement and the Transactions), (c) state securities takeover and “blue sky” Laws, as may be required result in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law violation or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries breach of, or other ​ action by, any Governmental Authority; constitute (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without due notice or lapse of time or both, would constitute ) a default (or breach under, or cause or permit give rise to any right of termination, cancelationamendment, acceleration cancellation or other change of any right or obligation or the loss of any benefit acceleration) under, any provision of the terms, conditions or provisions of any Company Material Contractmaterial note, bond, mortgage, lien, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Merger Sub is a party or by which either of them or any of their respective properties or assets may be bound or (d) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries, or any of their respective properties or assets, except in the case of clause clauses (ivb), as has not had(c) and (d) for any failures to make such filings and failures to obtain such permits, authorizations, consents or approvals and any such violations, breaches or defaults which would not reasonably be reasonably expected to haveto, individually or in the aggregate, a Company Material Adverse Effectimpair in any material respect the ability of each of Parent and Merger Sub, as the case may be, to perform its obligations under this Agreement, or prevent or materially delay the consummation by Parent or Merger Sub of the Transactions.

Consents and Approvals; No Violations. Except for in connection with or in compliance with Subject to the receipt of the Parent Stockholder Approval, and except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, state securities or state “blue sky” Laws, (b) for filing of the Company Articles of Merger with, and the acceptance for record of the Company Articles of Merger by, the SDAT, (c) the filing of the Partnership Merger Certificate with, and the acceptance of the Partnership Merger Certificate by, the Secretary of State of the State of Delaware, and (d) the filing of the Partnership Articles of Merger with, and the acceptance for record of the Partnership Articles of Merger by, the SDAT, none of the execution, delivery or performance of this Agreement by the Parent Parties, the consummation by the Parent Parties of the transactions contemplated hereby or compliance by the Parent Parties with any of the provisions hereof will (i) conflict with or result in any breach or violation of any provision of (A) the Parent Governing Documents or the Parent OP Governing Documents or (B) the organizational documents of any Parent Subsidiary, (ii) require any filing by any of the Parent Parties or any Parent Subsidiary with, notice to, or permit, authorization, consent or approval of, any Governmental Authority, except (A) (I) the filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting Form S-4 and form of proxy, the “Proxy Statement”) /Prospectus, and the Certificate declaration of Merger as contemplated under Section 2.3effectiveness of the Form S-4, and (bII) the applicable requirements filing with the SEC of the Securities Act such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder, ) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the Transactionstransactions contemplated hereby, (cB) state securities takeover as may be required under the rules and “blue sky” Lawsregulations of NYSE, and (C) such filings as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries withTransfer Taxes, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision Law applicable to Parent or any Parent Subsidiary or any of its respective properties or assets, excluding from the Certificate of Incorporation foregoing clauses (ii) and (iii) such filings, notices, permits, authorizations, consents, approvals, violations, breaches or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, defaults which would constitute a default or breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any Company Material Contract, except in the case of clause (iv), as has not had, and would not be reasonably expected to havenot, individually or in the aggregate, have, or would reasonably be expected to have, a Company Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for in connection with or in compliance with Assuming (a) filing with the SEC filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of a proxy statement relating to the Company Stockholders Meeting (1976, as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, (the “Proxy StatementHSR Act”) ), are made and the Certificate of Merger as contemplated waiting periods thereunder (if applicable) have been terminated or expired and any Governmental Approvals required under Section 2.3any other Antitrust Law have been obtained or satisfied, (b) the Governmental Approvals required to Convey any Real Property or Governmental Permits to Acquiror have been made or obtained, (c) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Mergerare met, (d) the rules and regulations of, and requirements under any filings with and approvals of, the NYSE Americanapplicable state securities or blue sky Laws are met, (e) the approval requirements of the Company Board set forth NYSE in Section 4.2(a), respect of the listing of the shares of Acquiror New Common Stock to be issued hereunder are met and (f) the affirmative vote filing of the holders Certificate of a majority Merger and other appropriate merger documents, if any, as required by the DGCL, and the filing of the outstanding shares Acquiror Certificate with the Secretary of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval State of the Series A-1 Amendment by the Special CommitteeState of Delaware pursuant to Section 2.05, are made, the Company Board execution and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements by Parent and SplitCo, the consummation by Parent and SplitCo of the Transactions transactions contemplated hereby and thereby do not and will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, not (i) violate or conflict with any provision of their respective certificates or articles of incorporation, bylaws or code of regulations (or the comparable governing documents), (ii) violate or conflict with any Law or Order of any Governmental Authority applicable to the Company Parent or any of its Subsidiaries or by which any of their respective material properties or assets that will be contributed to SplitCo or that are bound or affected; owned by the Galleria Entities as of the Business Transfer Time may be bound, (iiiii) require any notification to or filing or registration by the Company or any of its Subsidiaries withGovernmental Approval, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent result in a violation or breach of, notice to or other action by any Person underconflict with, constitute a default or breach or an event that, (with or without due notice or lapse of time or both, would constitute ) a default under or breach undergive rise to any right of termination, cancellation or acceleration, or cause or permit give rise to any obligation, right of termination, cancelationcancellation, acceleration or other change increase of any right or obligation or the a loss of any a material benefit under, any provision of the terms, conditions or provisions of any Company Galleria Material Contract, except excluding in the case of clause clauses (ii) through (iv)) above, as has not had(x) conflicts, and violations, approvals, breaches, defaults, rights of terminations, cancellations, accelerations, increases or losses which would not reasonably be reasonably expected to haveexpected, individually or in the aggregate, a Company Material Adverse Effectto be material to the Galleria Business and (y) any Security Interests created in connection with the Galleria Credit Facility.

Consents and Approvals; No Violations. Except for in connection with or in compliance with (a) filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (filings, permits, authorizations, consents, and approvals as amended or supplemented form time to timemay be required under, including the letter to stockholders, notice of meeting and form of proxyother applicable requirements of, the “Proxy Statement”) Securities Act, the Exchange Act, state securities or blue sky Laws, the HSR Act, the German Cartel Act, and the filing and recordation of the Certificate of Merger as contemplated under Section 2.3required by the DGCL, (b) the applicable requirements of the Securities Act no filing with or notice to, and the Exchange Act and the rules and regulations promulgated thereunderno permit, as may be required in connection with the Transactionsauthorization, (c) state securities takeover and “blue sky” Lawsconsent, as may be required in connection with the Merger, (d) the rules and regulations or approval of, any Governmental Entity is necessary for the execution and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment delivery by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company Parent or MergerSub of this Agreement and or the consummation by Parent or MergerSub of the Transactions will notcontemplated hereby, subject except where the failure to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9obtain such permits, (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries withauthorizations, consents, or consent approvals or approval with respect to the Company make such filings or any of its Subsidiaries of, give such notice do not or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute a default or breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any Company Material Contract, except in the case of clause (iv), as has not had, and would not reasonably be reasonably expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on Parent. Neither the execution, delivery, and performance of this Agreement by Parent or MergerSub nor the consummation by Parent or MergerSub of the Transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws of Parent or MergerSub, (ii) result in a violation or breach of, or constitute (with or without due notice, or lapse of time, or both) a default (or give rise to any right of termination, amendment, cancellation, or acceleration or Lien) under, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation to which Parent or MergerSub is a party or by which any of them or any of their respective assets or properties may be bound, or (iii) violate any Law applicable to Parent or MergerSub or any of their respective assets or properties, except in the case of 34 42 clause (ii) or (iii) for violations, breaches, or defaults which do not or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

Consents and Approvals; No Violations. Except for in connection None of the execution, delivery or performance of this Agreement by Parent, the consummation by Parent of the Merger or any other Transaction or compliance by Parent with or in compliance with any of the provisions of this Agreement will (a) filing conflict with or result in any breach of any provision of the SEC Parent Governing Documents or the comparable organizational or governing documents of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3any Parent Significant Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Securities Act Exchange Act, (ii) any filings as may be required under the LLC Act, the MRL and the Exchange Act MGCL in connection with the Merger and the classification of Parent Series A Preferred Shares, (iii) filings, permits, authorizations, consents and approvals as may be required under any applicable foreign competition Law or applicable foreign investment Law, (iv) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, including the Joint Proxy Statement and the Form S-4, (v) such filings as may be required under the rules and regulations promulgated thereunderof the NYSE in connection with this Agreement or the Merger, (vi) such filings as may be required in connection with state and local transfer Taxes, or (vii) any applicable foreign or state securities or “blue sky” Laws and the Transactionsrules and regulations thereunder, (c) state securities takeover and “blue sky” Lawsresult in a modification, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law violation or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries breach of, or other ​ action by, any Governmental Authority; constitute (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute ) a default (or breach undergive rise to any right, or cause or permit including, but not limited to, any right of termination, cancelationamendment, acceleration cancellation or other change of any right or obligation or the loss of any benefit acceleration) under, any provision of the terms, conditions or provisions of any Company Parent Material Contract, or (d) violate any Order or Law applicable to Parent, any Parent Subsidiary or any of their respective properties, assets or operations; except in the case each of clause clauses (ivb), as (c) or (d) where (x) any failure to obtain such permits, authorizations, consents or approvals, (y) any failure to make such filings or (z) any such modifications, violations, rights, impositions, breaches or defaults has not had, had and would not reasonably be reasonably expected to have, individually or in the aggregate, a Company Parent Material Adverse EffectEffect or have a material adverse effect on the ability of Parent to consummate the Merger and the other Transactions.

Consents and Approvals; No Violations. Except for in connection None of the execution, delivery or performance of this Agreement by Parent or the Purchaser, the consummation by Parent or the Purchaser of the Transactions, or compliance by Parent or the Purchaser with or in compliance with any of the provisions of this Agreement will (a) conflict with or result in any breach of any provision of the organizational documents of Parent or the Articles of Incorporation or Bylaws of the Purchaser, (b) violate, conflict with or result in a breach of any provisions under any of the terms, conditions or provisions of any material Contract to which Parent is a party (c) require any material filing by Parent or the Purchaser with, or permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act and Securities Act, (ii) any filings as may be required under the DGCL, (iii) the filing with the SEC and the New York Stock Exchange of a proxy statement relating to (A) the Schedule TO, (B) the Proxy Statement, if the Company Stockholders Meeting Stockholder Approval is required by Law and (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”C) and the Certificate of Merger as contemplated such reports under Section 2.3, (b13(a) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with this Agreement and the Transactions, (civ) state securities takeover such filings and “blue sky” Laws, approvals as may be required by any applicable state securities, blue sky or takeover Laws or (v) any filings in connection with the Mergerapplicable requirements of the HSR Act, or (d) the rules conflict with or violate and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law or Order applicable to the Company Parent, any of its Subsidiaries, or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute a default or breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any Company Material Contractassets, except in the case of clause (iv)b) or (c) such violations, as has not had, and breaches or defaults which would not be reasonably expected to havenot, individually or in the aggregate, a Company Material Adverse Effectimpair in any material respect the ability of each of Parent and the Purchaser to perform its obligations under this Agreement, as the case may be, or prevent or materially delay the consummation of any the Transactions.

Consents and Approvals; No Violations. Except for in connection No filing with or in compliance with notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of AHD or AHD GP for the execution, delivery and performance by AHD or AHD GP of this Agreement or the consummation by AHD or AHD GP of the transactions contemplated by this Agreement, except (a) filing with the SEC of a proxy statement State or federal licenses or permits relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3Transferred Business, (b) the applicable requirements of the Securities Act such reports under and such other compliance with the Exchange Act and the rules and regulations promulgated thereunder, Securities Act as may be required in connection with this Agreement and the Transactionstransactions contemplated hereby, including the filing with the SEC of the Written Consent Information Statement, (c) state securities takeover such filings with and “blue sky” Laws, approvals as may be required in connection necessary to comply with the Merger, (d) the rules and regulations ofof the New York Stock Exchange and (d) any such filings, and any filings with and approvals ofnotices, permits, authorizations, registrations, consents or approvals, the NYSE Americanfailure to make or obtain would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the ability of AHD or AHD GP to timely consummate the transactions contemplated by this Agreement. Assuming compliance with the items described in clauses (ea) the approval through (d) of the Company Board set forth in Section 4.2(a)preceding sentence, (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), neither the execution, delivery and performance by the Company of this Agreement by AHD and AHD GP nor the consummation by AHD and AHD GP of the Transactions transactions contemplated by this Agreement will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with or result in any breach, violation or infringement of any provision of the Certificate respective Constituent Documents of Incorporation AHD or Bylaws; AHD GP, (ii) result in a breach, violation or (iv) require any consent infringement of, notice to or other action by any Person under, constitute a default or breach or an event that, (with or without due notice or lapse of time or both, would constitute ) a default (or breach under, or cause or permit termination, cancelation, acceleration or other change give rise to the creation of any right or obligation or the loss of Lien (except for any benefit under, any provision of any Company Material Contract, except in the case of clause (iv), as has Liens that could not had, and would not reasonably be reasonably expected to haveto, individually or in the aggregate, materially interfere with the present or intended use by the Atlas Post-Closing Business, or materially detract from the value of the property encumbered thereby)), or any right of termination, amendment, cancellation or acceleration under, any of the terms, conditions or provisions of any Contract to which AHD or AHD GP is a Company Material Adverse Effectparty or by which any of them or any of their respective properties or assets are bound or (iii) violate or infringe any Law or Order applicable to AHD or AHD GP or any of their respective properties or assets, except in the cases of clauses (ii) and (iii), for such breaches, violations, infringements or Liens that would not, individually or in the aggregate, have a material adverse effect on AHD or AHD GP’s ability to timely consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for in connection with or in compliance with (a) filing with the SEC The execution and delivery of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to timethis Agreement by Parent and Sub do not, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3, (b) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company Parent and Sub of this Agreement and the consummation by Parent and Sub of the Transactions transactions contemplated hereby will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law provision of the articles of association (statuten), as last amended on August 2, 2010 of Parent or Order applicable to the Company memorandum of association or any bye-laws of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; Sub, as currently in effect, (ii) require any notification assuming compliance with the matters referred to or filing or registration by in Section 5.3(iv)(A)-(D), and subject to obtaining the Company or any of its Subsidiaries withParent Shareholder Approval as described in Section 5.17, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute conflict with or result in a default violation or breach of, or an event that, constitute (with or without due notice or lapse of time or both, would constitute ) a default (or breach undergive rise to any right of termination, cancellation or acceleration) under any Contract to which Parent or any of its Subsidiaries is a party or by which any of them or any of their properties or assets is bound or result in the creation of any Lien in or upon any of the properties, rights or assets of Parent or Sub, (iii) violate any Law applicable to Parent, any of its Subsidiaries or any of their properties or assets or (iv) other than in connection with or compliance with (A) the Laws of Bermuda (including the completion of the Statutory Merger Formalities), (B) the HSR Act and other Antitrust Laws, (C) Nasdaq Rules and listing standards and (D) the Exchange Act, require on the part of Parent or Sub any filing or registration with or notification to, or cause require Parent to obtain any authorization, consent or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit underapproval of, any provision of any Company Material ContractGovernmental Entity, except in the case of clause clauses (ii), (iii) and (iv), as has not hadfor such violations, and breaches or defaults that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, would not have or reasonably be reasonably expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for in connection with or in compliance with (a) filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3, (b) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), Neither the execution, delivery and performance by the Company of this Agreement by Parent and Subsidiary, nor the consummation by Parent and Subsidiary of the Transactions transactions contemplated hereby and thereby will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate conflict with or result in any Law breach of any provision of the respective certificate of incorporation or Order applicable to the Company or any bylaws of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; Parent and Subsidiary, (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or permit, authorization, consent or approval with respect to the Company of, any Governmental Entity, (iii) result in a violation or any of its Subsidiaries breach of, or other ​ action by, any Governmental Authority; constitute (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without due notice or lapse of time or both, would constitute ) a default (or breach under, or cause or permit give rise to any right of termination, cancelationamendment, acceleration cancellation or other change of any right or obligation or the loss of any benefit acceleration) under, any provision of the terms, conditions or provisions of any Company Material Contractnote, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any of its Subsidiaries or any of their properties or assets, except in the case of clauses (ii), (iii) and (iv) for violations, breaches or defaults that individually or in the aggregate would not prevent or materially delay the consummation of the Offer or the Merger, except in the case of clause (iv)ii) for (A) the filing with the SEC of the Offer Documents or such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, as has not had(B) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (C) filings required pursuant to the HSR Act, (D) filings necessary to satisfy the applicable requirements of state securities or "blue sky" laws, (E) those required under the rules and regulations of the NYSE, (F) any novations or consents required in connection with Government Contracts, (G) any filings required under the DOD Industrial Security Manual for Safeguarding Classified Information, and would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect(H) any filings required under U.S. Export Control Laws.

Consents and Approvals; No Violations. Except for in connection with or in compliance with Assuming that (a) filing with the SEC of a proxy statement relating to filings required under the Company Stockholders Meeting (as amended HSR Act are made and all applicable waiting periods thereunder have been terminated or supplemented form time to time, including the letter to stockholders, notice of meeting expired and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated any Governmental Approvals required under Section 2.3any other Antitrust Law have been obtained or satisfied, (b) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactionsare met, (c) the requirements under any applicable state securities takeover and “or blue sky” Laws, as may be required in connection with the Mergersky Laws are met, (d) the rules and regulations of, and any filings with and approvals of, requirements of the NYSE Americanin respect of the listing of the shares of Acquiror New Common Stock to be issued hereunder are met, (e) the approval filing of the Company Board set forth in Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, and the filing of the Acquiror Certificate with the Secretary of State of the State of Delaware pursuant to Section 4.2(a), 2.05 are made and (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Acquiror Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special CommitteeApproval is obtained, the Company Board execution and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements by Acquiror and Merger Sub and the consummation by Acquiror and Merger Sub of the Transactions transactions contemplated hereby and thereby do not and will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, not (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate certificate of Incorporation incorporation or Bylaws; bylaws (or the comparable governing documents) of Acquiror or any member of the Acquiror Group, (ii) violate or conflict with any Law or Order of any Governmental Authority applicable to Acquiror or any member of the Acquiror Group or by which any of its or their properties or assets may be bound, (iii) require any Governmental Approval, or (iv) require any consent result in a violation or breach of, notice to or other action by any Person underconflict with, constitute a default or breach or an event that, (with or without due notice or lapse of time or both, would constitute ) a default under or breach under, or cause or permit give rise to any right of termination, cancelationcancellation or acceleration under or give rise to any obligation, right of termination, cancellation, acceleration or other change increase of any right or obligation or the a loss of any a material benefit under, any provision of the terms, conditions or provisions of any Company Material ContractContract to which any member of the Acquiror Group is a party, except excluding in the case of clause clauses (ii) through (iv)) above, as has not hadconflicts, and violations, approvals, breaches, defaults, rights of terminations, cancellations, accelerations, increases or losses which would not reasonably be reasonably expected to haveexpected, individually or in the aggregate, a Company Material Adverse Effectto be material to the Acquiror’s business.

Consents and Approvals; No Violations. Except for in connection None of the execution, delivery or performance of this Agreement by Parent or Purchaser, the consummation by Parent or Purchaser of the transactions contemplated hereby, or compliance by Parent or Purchaser with or in compliance with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or Bylaws of Purchaser, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or require the giving of notice to or the obtaining of any consent or approval from any third party under, any of the terms, conditions or provisions of any Contract to which Parent, Purchaser or any of their respective Subsidiaries is a party or to which any of the foregoing's assets are bound, (c) require any filing by Parent or Purchaser with, or permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act and Securities Act, (ii) any filing pursuant to the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act or comparable merger and notifications, laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC and The NASDAQ Stock Market, Inc. of a proxy statement relating to (A) the Schedule TO, (B) the 13E-3 Transaction Statement, (C) the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”, if Company stockholder approval is required by law and (D) and the Certificate of Merger as contemplated such reports under Section 2.3, (b13(a) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with this Agreement and the Transactionstransactions contemplated hereby, (cv) state securities takeover such filings and “blue sky” Laws, approvals as may be required by any applicable state securities, blue sky or takeover laws, (vi) any announcements or disclosures as may be required under the United Kingdom Listing Authority's (the "UKLA") Listing Rules or by the UKLA, or (vii) any notices as may be required to be given to the Financial Services Authority in connection with the MergerMultex Investor Europe), or (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law order, writ, injunction, decree, statute, rule or Order regulation applicable to the Company or any of its Subsidiaries or by which Parent, Purchaser, any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company affiliates, or any of its Subsidiaries with, their respective properties or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute a default or breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any Company Material Contractassets, except in the case of clause (ivb), as has not had(c) or (d) such violations, and would not be reasonably expected to havebreaches or defaults which, individually or in the aggregate, a Company Material Adverse Effecthave not and are not reasonably likely to prevent or delay the consummation of the Offer and the Merger in any material respect or to impair or delay in any material respect the ability of each of Parent and Purchaser to perform its other obligations under this Agreement.

Consents and Approvals; No Violations. Except for in connection with or in compliance with (a) Except for (i) the filing of applications and notices, as applicable, with federal and state regulatory authorities governing consumer finance, commercial finance, mortgage lending and insurance in the states in which the Company and its domestic Subsidiaries operate their respective businesses and the approval of such applications or the grant of required Licenses by such authorities, (ii) the filing of applications and notices, as applicable, with the SEC foreign governmental authorities regulating consumer finance, commercial finance, mortgage lending and insurance in the foreign jurisdictions in which the Subsidiaries operate their businesses, and the approval of a proxy statement relating to such applications or the Company Stockholders Meeting grant of required Licenses by such authorities, (iii) the filing of notification and report forms with the United States Federal Trade Commission and the United States Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended or supplemented form time to time, including (the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”"HSR Act") and the Certificate expiration or termination of Merger as contemplated under Section 2.3any applicable waiting period thereunder, (biv) the applicable requirements filing of apxxxxxxxxxx xxx xotices, as applicable, with foreign governmental authorities under the Foreign Competition Laws, and the approval of such applications by such authorities, if required (including, without limitation, (x) in the instance of Australia, receipt of approval from the Treasurer under the Foreign Acquisitions and Takeovers Act, (y) in the instance of Canada, receipt of either an Advanced Ruling Certificate or no- action letter from the Bureau of Competition, in such form and to such effect as would be determined to be reasonably satisfactory, and (z) in the instance of the Securities Act United Kingdom, receipt of a response from either the Office of Fair Trading or the Monopolies and Mergers Commission under the Exchange Act Merger Control Law, in such form and to such effect as would be determined to be reasonably satisfactory), (v) the rules Consents of third parties under the Contracts listed in Section 3.4(a)(v) of the Disclosure Schedule, and regulations promulgated thereunder(vi) the assumption by Buyer of the Company's obligations under the Contracts identified in Section 3.4(a)(vi) of the Disclosure Schedule, as may be required no notices to, Consents or approvals of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality (each, a "Governmental Entity") or with any self-regulatory authority or with any third party are necessary in connection with the Transactions, (c) state securities takeover execution and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules delivery by Parent and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation by Parent and the Company of the Transactions transactions contemplated hereby, except for such notices, Consents, approvals, filings or registrations, the failure of which to be made or obtained would not reasonably be expected to have a Material Adverse Effect. The notices, Consents, or approvals, filings or registrations, and expirations or terminations of waiting periods referred in clauses 3.4(a)(i) through 3.4(a)(iv), without giving effect for purposes of this definition to any qualifier as to materiality or Material Adverse Effect are hereinafter referred to as the "Requisite Regulatory Approvals". As of the date hereof, neither Parent nor the Company knows of any reason why the Requisite Regulatory Approvals should not be obtained. (b) Neither the execution and delivery of this Agreement by Parent or the Company nor the consummation by Parent and the Company of the transactions contemplated hereby, does nor will not, (i) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of the Parent or Company or the certificate of incorporation or by-laws or other equivalent organizational documents of any of the Subsidiaries; (ii) subject to obtaining the accuracy Consents listed in Section 3.4(a)(v) of Parent’s the Disclosure Schedule and Merger Sub’s representations the Buyer assuming the Company's obligations under the Contracts identified in Section 3.4(a)(vi) of the Disclosure Schedule, and warranties except as set forth in Section 5.93.4(b) of the Disclosure Schedule, conflict with, result in a violation or breach of, or constitute a Default (ior give rise to any right of termination, cancellation or acceleration) violate under, any Law of the terms, conditions or Order applicable provisions of any note, bond, mortgage, indenture, License, Contract, agreement or other instrument or obligation to which the Parent or Company or any of its the Subsidiaries is a party or by which any of them or any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authoritymay be bound; (iii) violate conflict with, result in a violation or conflict with breach of, or constitute a Default (or give rise to any provision right of termination, cancellation or acceleration) under, any of the Certificate terms, conditions or provisions of Incorporation any License or BylawsPermit; or (iv) require subject to giving the notices, making the filings or registrations or obtaining the Consents or approvals referred to in clauses (i) through (vi) in paragraph (a) above, conflict with, violate any consent oforder, notice writ, injunction, decree, statute, rule or regulation applicable to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute a default or breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit underCompany, any provision of the Subsidiaries or any Company Material Contractof their respective properties or assets, except except, in the case of clause clauses (ii), (iii) or (iv)) of this paragraph (b) for violations, as has not had, and breaches or Defaults which would not reasonably be reasonably expected to have, individually or in the aggregate, have a Company Material Adverse Effect.. 3.5

Consents and Approvals; No Violations. Except for as set forth in connection with Section 5.5 of the Parent Disclosure Letter, none of the execution and delivery of this Agreement by each of Parent and Merger Sub, the performance of or in compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement will (a) assuming receipt of the Parent Shareholder Approval, conflict with, result in any breach of or violate any provision of Parent Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of a proxy statement relating to (A) the Company Stockholders Meeting (as amended or supplemented form time to time, including Joint Proxy Statement and of the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) Form S-4 and the Certificate declaration of Merger as contemplated under Section 2.3effectiveness of the Form S-4, and (bB) the such reports under, and other compliance with any applicable requirements of the Securities Act and the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations promulgated thereunder, of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with the Transactionsstate and local transfer Taxes), (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company under, result in any modification, violation or breach of or any loss of its Subsidiaries ofany benefit or increase in any cost or obligation of any Parent Party under, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach (or an event that, which with or without notice or lapse of time or both, both would constitute become a default or breach default) under, or cause or permit give to others any right of termination, cancelation, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other change Parent Subsidiary pursuant to, any of the terms, conditions or provisions of any right Parent Agreement or obligation Parent Lease or the loss (d) violate any order, writ, injunction, decree or Law applicable to Parent, Merger Sub or any of any benefit under, any provision of any Company Material Contract, their respective properties or assets; except in the case respect of clause clauses (ivb), as has (c) or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or Liens have not had, and would not reasonably be reasonably expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for in connection with None of the execution and delivery of this Agreement by MIT, the performance of or in compliance with this Agreement by MIT, the consummation by MIT of the Merger or any other transaction contemplated hereby or compliance by MIT with any of the provisions of this Agreement will (ai) conflict with, result in any breach of or violate any provision of the Existing Declaration of Trust or Bylaws or the Amended and Restated Declaration of Trust or Amended and Restated Bylaws, (ii) require any filing by MIT with, or the obtaining of any permit, authorization, consent or approval of any Governmental Authority (except for (v) the filing with the SEC of a proxy statement relating to (A) the Company Stockholders Meeting (as amended or supplemented form time to time, including Joint Proxy Statement and of the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) Form S-4 and the Certificate declaration of Merger as contemplated under Section 2.3effectiveness of the Form S-4, and (bB) the such reports under, and other compliance with, any applicable requirements of the Securities Act and the Exchange Act and the Securities Act, (w) any filings as may be required under the MGCL or the Maryland REIT Law in connection with the Merger, (x) such filings with the SEC as may be required to be made by MIT in connection with this Agreement and the Merger, (y) such filings as may be required under the rules and regulations promulgated thereunder, of the New York Stock Exchange in connection with this Agreement or the Merger or (z) such filings as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(alocal transfer taxes), or (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (iiii) violate any Law order, writ, injunction, decree or Order law applicable to the Company MIT, or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affectedassets; except in respect of clauses (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate where (1) such failures to obtain such permits, authorizations, consents or conflict with any provision of the Certificate of Incorporation or Bylaws; approvals, (2) such failures to make such filings or (iv3) require any consent of, notice such failures to obtain such consents or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute a default or breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any Company Material Contract, except in the case of clause (iv), as has approvals have not had, and would not reasonably be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect.

Consents and Approvals; No Violations. Except for No material Consent from any Governmental Entity, including any Gaming Authority, is required to be made or obtained by any of the Caesars Parties in connection with or in compliance with (a) filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3, (b) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company Caesars Parties of their respective obligations under this Agreement and the other Ancillary Agreements to which such Caesars Party is or will be a party, or the consummation by the Caesars Parties of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Agreement and the Ancillary Agreements by the Caesars Parties nor the performance by the Caesars Parties of their obligations nor the consummation of the Transactions transactions contemplated hereby or thereby will not(a) violate, subject to result in a breach of, or constitute a default under their respective Governing Documents or the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any Governing Documents of their respective material properties or assets are bound or affected; Subsidiaries, (iib) require any notification to or filing or registration by the Company or any of its Subsidiaries withviolate, or consent or approval with respect to the Company or any of its Subsidiaries result in a breach of, or other ​ action by, any Governmental Authority; constitute (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without due notice or lapse of time or both, would constitute ) a default (or breach undergive rise to the creation of any Lien, except for Permitted Liens, or cause or permit any right of termination, cancelationamendment, acceleration cancellation or other change of any right or obligation or the loss of any benefit acceleration) under, any provision of the terms, conditions or provisions of any Company Material Contractmaterial Contract or (c) violate or infringe any Law (including Gaming Laws) or Order applicable to any Caesars Party or any of the Transferred Assets, except in the case of clause (iv)b) for violations, as has breaches, defaults, Liens or other rights that have not had, and had or would not reasonably be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect on the Transferred Assets taken as a whole, or on the ability of any Caesars Party to perform its obligations under this Agreement and each Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby or thereby.

Consents and Approvals; No Violations. Except for in connection None of the execution, delivery or performance of this Agreement or the Voting Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger or any other transaction contemplated hereby or compliance by Parent and Merger Sub with any of the provisions of this Agreement or in compliance with the Voting Agreement will (a) filing conflict with or result in any breach of any provision of the SEC certificate of a proxy statement relating to incorporation or bylaws (or similar governing documents) of Parent or the Company Stockholders Meeting (as amended certificate of incorporation or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate bylaws of Merger as contemplated under Section 2.3Sub, (b) require any filing by Parent or Merger Sub with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Authority (except for (i) compliance with any applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunderAct, (ii) any filings as may be required in connection with under the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required DGCL in connection with the Merger, (diii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and any other Required Governmental Approvals, (iv) such filings with the SEC as may be required to be made by Parent or Merger Sub in connection with this Agreement and the Merger or (v) such filings as may be required under the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth NASDAQ in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of connection with this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9Merger), (ic) violate any Law result in a modification, violation or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries breach of, or other ​ action by, any Governmental Authority; constitute (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute ) a default (or breach undergive rise to any right, or cause or permit including, but not limited to, any right of termination, cancelationamendment, acceleration cancellation or other change of any right or obligation or the loss of any benefit acceleration) under, any provision of the terms, conditions or provisions of any Company Material Contractmaterial contract, commitment or arrangement (whether written or oral) to which Parent or Merger Sub is a party, or by which they or any of their respective properties or assets may be bound or affected, or (d) violate any order, writ, injunction, decree or Applicable Law applicable to Parent or Merger Sub or any of their respective properties or assets; except in the case each of clause clauses (ivb), as has (c) and (d) where (i) any failure to obtain such permits, authorizations, consents or approvals, (ii) any failure to make such filings or (iii) any such modifications, violations, rights, breaches or defaults have not had, had and would not reasonably be reasonably expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for in connection with or in compliance with (a) No filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to timenotice to, including the letter to stockholdersand no permit, notice of meeting and form of proxyorder, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3authorization, (b) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunderregistration, as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations consent or approval of, and any filings with and approvals of, Governmental Entity or any regional transmission organization or independent system operator is required on the NYSE American, (e) the approval part of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), Seller for the execution, delivery and performance by the Company Seller of this Agreement or the consummation by Seller and AER of the transactions contemplated by this Agreement, except (i) obtaining the approval of the transactions contemplated by this Agreement (other than any Alternative Gas Plant Transaction) by FERC pursuant to Section 203 of the FPA (the “Pre-Closing FERC Approval”); (ii) obtaining the approval of any Alternative Gas Plant Transaction by FERC pursuant to Section 203 of the FPA; (iii) compliance with applicable requirements of the Communications Act to obtain the consent of the FCC prior to the assignment to IPH of the licenses to operate the private land mobile, microwave or maritime radio units associated with the Business or to the transfer of control of the Transferred Company to IPH (the “FCC Approval”); (iv) any requisite clearance under any investigation by any Governmental Entity under any antitrust, competition or regulatory statute; (v) the filings, notices, permits, authorizations, registrations, consents or approvals listed in Section 3.4(a) of the Seller Disclosure Schedule, which, except as set forth in Section 8.2(f), are not conditions to Closing; (vi) filing an appropriate, timely notice with the Surface Transportation Board seeking an exemption from the Surface Transportation Board’s regulatory approval requirements regarding the acquisition by IPH of the Coffeen and Western Railroad Company and the Joppa & Eastern Railroad; or (vii) any such filings, notices, permits, authorizations, registrations, consents or approvals the failure to make or obtain would not reasonably be expected to be material to the Transferred Company and its Subsidiaries, taken as a whole and would not prevent, materially delay or materially impair the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute a default or breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any Company Material Contract, except in the case of clause (iv), as has not had, and would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effecttransactions contemplated hereby.

Consents and Approvals; No Violations. Except None of the execution, delivery or performance of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby or compliance by Parent or Merger Sub with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the organizational documents of Parent or the Articles of Incorporation or Bylaws of Merger Sub, (b) violate, conflict with or result in a breach of any provisions under any of the terms, conditions or provisions of any material Contract to which Parent is a party (c) require any material filing by Parent or Merger Sub with, or permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act and Securities Act, (ii) any filings as may be required under the PBCL in connection with or in compliance with the Merger, (aiii) the filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate New York Stock Exchange of Merger as contemplated (A) the Proxy Statement and (B) such reports under Section 2.3, (b13(a) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with this Agreement and the Transactionstransactions contemplated hereby, (civ) state securities takeover such filings and “blue sky” Laws, approvals as may be required by any applicable state securities, blue sky or takeover Laws or (v) any filings in connection with the Mergerapplicable requirements of the HSR Act or under the antitrust or competition Laws of applicable European Union jurisdictions), or (d) the rules and regulations of, and any filings conflict with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) or violate any Law or Order applicable to the Company Parent, any of its Subsidiaries, or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute a default or breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any Company Material Contractassets, except in the case of clause (iv)b) or (c) such violations, as has not had, and breaches or defaults which would not be reasonably expected to havenot, individually or in the aggregate, reasonably be expected to have a Company material adverse effect on the ability of either Parent or Merger Sub to perform its obligations under this Agreement or to consummate the Merger and the other transactions contemplated hereby (a “Parent Material Adverse Effect”), or prevent or materially delay the consummation of any the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for in connection with None of the execution, delivery or in compliance with performance of this Agreement, the Local Purchase Agreements, the Transition Services Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby and thereby by Buyer will (a) filing with violate any provision of the SEC certificate of a proxy statement relating to the Company Stockholders Meeting incorporation or bylaws (as amended or supplemented form time to time, including the letter to stockholders, notice other comparable governing documents) of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3Buyer, (b) require any Governmental Filings with any Governmental Authority, except for (i) filings with the applicable requirements of the Securities Act FTC and the Exchange Act DOJ pursuant to the HSR Act, and the rules and regulations promulgated thereunder, as may (ii) requirements of any foreign Regulatory Laws and Laws regulating trade or exchange or currency controls, (iii) the notice or application to the NYSE for the acquisition and issuance of the shares of Buyer Common Stock constituting the Buyer Stock Consideration for trading thereon and (iv) such consents, waivers, approvals, licenses, authorizations, permits, filings or notifications which, if not obtained or made, would not, individually or in the aggregate, reasonably be required expected to (1) be material to Buyer and (2) impair, hinder, delay or adversely affect in connection with any material respect the Transactionsability of Buyer to perform its obligations under this Agreement and to consummate the Sale or other material transactions contemplated hereby, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries conflict with, result in a violation or consent or approval with respect to the Company or any of its Subsidiaries breach of, or other ​ action by, any Governmental Authority; constitute (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute ) a default or breach under, or cause or permit give rise to any right of termination, cancelation, cancellation or acceleration or other change of any right or obligation or the a loss of any benefit to which Buyer is entitled under, any provision of the terms, conditions or provisions of any Company Material ContractContract or Permit to which Buyer is a party or by which Buyer or any of its properties or Assets may be bound, except in the case such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or losses of clause (iv), as has not had, and benefit which would not be reasonably expected to havenot, individually or in the aggregate, a Company Material Adverse Effectreasonably be expected to (1) be material to Buyer and (2) impair, hinder, delay or adversely affect in any material respect the ability of Buyer to perform its obligations under this Agreement and to consummate the Sale or other material transactions contemplated hereby or (d) assuming the making of the Governmental Filings and obtaining of the related approval referred to in clause (b)(i) or (b)(ii) above, violate any Law applicable to Buyer or by which any of its properties or Assets may be bound, except for such violations which would not, individually or in the aggregate, reasonably be expected to (1) be material to Buyer and (2) impair, hinder, delay or adversely affect in any material respect the ability of Buyer to perform its obligations under this Agreement and to consummate the Sale or other material transactions contemplated hereby.

Consents and Approvals; No Violations. Except for Assuming (i) the filings required under the HSR Act are made and the waiting period thereunder has been terminated or has expired, (ii) voluntary notification under Section 721 of Exon-Florxx xx made, (iii) the prior notification and reporting requirements of the European Community pursuant to Council Regulation 4064/89, as amended (the "EU ANTITRUST LAWS") as well as any antitrust filings/notifications which must or may be effected at the national level in connection countries having jurisdiction are complied with or in compliance with made, (aiv) filing with the SEC requirements of a proxy statement the Exchange Act relating to the Company Stockholders Meeting (as amended proxy statement or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3, (b) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be information statement required in connection with the TransactionsStockholders' Meeting (the "PROXY STATEMENT"), if any, and the Offer are met, (cv) state securities takeover the filing of the Certificate of Merger and “blue sky” Lawsother appropriate merger documents, if any, as may be required by the Delaware General Corporation Law, are made, (vi) such actions as are necessary in connection order to comply with the Merger, Industrial Security Regulations of the U.S. Department of Defense and (dvii) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) Merger and this Agreement by the affirmative vote stockholders of the holders Company, if required by the Delaware General Corporation Law, is received, the execution and delivery of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance consummation by the Company of this Agreement and the consummation transactions contemplated hereby will not: (A) violate or conflict with any provision of the Transactions will not, subject to Company's Certificate of Incorporation or the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, Company's By-Laws; (iB) violate or conflict with any Law statute, ordinance, rule, regulation, order or Order decree of any court or of any governmental or regulatory body, agency or authority applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets may be bound, except for such violations or conflicts which are bound not "material", as such term is commonly understood in connection with a Person's disclosure obligations under the Securities Act or affected; the Exchange Act, (iiC) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the obtaining by the Company or any of its Subsidiaries of any permit, consent or approval of, or other ​ action bythe giving of any notice by the Company or any of its Subsidiaries to, any Governmental Authority; (iii) violate governmental or conflict regulatory body, agency or authority, except for such filings, permits, consents or approvals which are not "material", as such term is commonly understood in connection with any provision of a Person's disclosure obligations under the Certificate of Incorporation Securities Act or Bylawsthe Exchange Act; or (ivD) require any consent result in a violation or breach of, notice to or other action by any Person underconflict with, constitute a default or breach or an event that, (with or without due notice or lapse of time or both, would constitute ) a default (or breach give rise to any right of termination, cancellation, payment or acceleration) under, or cause result in the creation of any lien, security interest, charge or permit encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, or give rise to any obligation, right of termination, cancelationcancellation, acceleration or other change increase of any right or obligation or the a loss of any a material benefit under, any provision of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, contract, lease, franchise agreement or other instrument or obligation to which the Company Material Contractor any of its Subsidiaries is a party, or by which any such Person or any of its properties or assets are bound, except in the case of clause (iv)for such violations, breaches or conflicts which are not "material", as has not had, and would not be reasonably expected to have, individually such term is commonly understood in connection with a Person's disclosure obligations under the Securities Act or in the aggregate, a Company Material Adverse EffectExchange Act.

Consents and Approvals; No Violations. Except for in connection with or in compliance with (a) filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to timefilings, including the letter to stockholderspermits, notice of meeting authorizations, consents and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3, (b) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, approvals as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations ofunder, and any filings with and approvals other applicable requirements of, the NYSE AmericanSecurities Act, (e) the Exchange Act, state securities or blue sky Laws, the HSR Act, no filing with or notice to, and no permit, authorization, consent or approval of of, any Governmental Entity is necessary for the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; execution and (h) the approval of the Series A-1 Amendment delivery by the Special Committee, Parent or the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company Purchaser of this Agreement and or the Related Agreements or the consummation by the Parent or the Purchaser of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law transactions contemplated hereby or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute a default or breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any Company Material Contractthereby, except in where the case of clause (iv)failure to obtain such permits, as has authorizations, consents or approvals or to make such filings or give such notice do not had, and or would not reasonably be reasonably expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Parent. Neither the execution, delivery and performance of this Agreement and the Related Agreements by the Parent or the Purchaser nor the consummation by the Parent or the Purchaser of the transactions contemplated hereby or thereby will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or similar governing documents) of the Parent or the Purchaser, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Parent or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound or (iii) violate any Law applicable to the Parent or the Purchaser, except in the case of (ii) or (iii) for violations, breaches or defaults which do not or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Parent.

Consents and Approvals; No Violations. Except for in connection with or in compliance with (a) filing with the SEC of a proxy statement relating to Assuming that the Company Stockholders Meeting (as amended or supplemented form time to timeShareholder Approval is obtained and all consents, including the letter to stockholdersapprovals, notice of meeting authorizations and form of proxy, the “Proxy Statement”permits described in Section 4.3(b) have been obtained and the Certificate of Merger as contemplated under all filings and notifications described in Section 2.3, (b4.3(b) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, have been made and any filings with and approvals ofwaiting periods thereunder have terminated or expired, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), neither the execution, delivery and or performance by the Company of this Agreement and by each Acquiror Entity nor the consummation by the Acquiror Entities of the Transactions transactions contemplated hereby will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with or result in a breach of any provision of the Certificate certificate of Incorporation incorporation or Bylaws; bylaws or the similar organizational documents of either Acquiror Entity, (ivii) require result in a violation or breach of or loss of any consent of, notice to or other action by any Person benefit under, constitute a default or breach or an event that, (with or without due notice or lapse of time or both) a change of control or default under, would constitute require the consent or approval of or the giving of notice to a default Third Party pursuant to, or breach give to others any right of termination, vesting, amendment, cancellation or acceleration or impose on either of the Acquiror Entities any obligation to repurchase, repay, redeem or acquire or any similar right or obligation under, or cause result in the creation of a Lien on any property or permit terminationasset of any Acquiror Entity, cancelationpursuant to any of the terms, acceleration conditions or provisions of any Contract to which any Acquiror Entity is a party or by which any of them or any of their assets is bound or (iii) conflict with or violate any Applicable Law applicable to any Acquiror Entity or by which any property or asset of any Acquiror Entity is bound or affected, except for any such conflicts, violations, breaches, defaults or other change of any right or obligation or the loss of any benefit under, any provision of any Company Material Contract, except in the case of clause (iv), as has not had, and would not be reasonably expected to haveoccurrences which, individually or in the aggregate, a Company (1) with respect to clause (ii), would not reasonably be expected to have an Acquiror Entity Material Adverse EffectEffect and (2) with respect to clauses (ii) and (iii), would not reasonably be expected to prevent or materially delay the performance of this Agreement by any Acquiror Entity or materially impair the ability of any Acquiror Entity to take any action necessary to consummate the Merger.

Consents and Approvals; No Violations. Except None of the execution, delivery or performance of this Agreement or the Contribution Agreement and the Transactions by Parent, Parent Operating Partnership and Merger Sub, the consummation by Parent, Parent Operating Partnership and Merger Sub of the Merger, the Manager Contribution or any of the other Transactions or compliance by Parent, Parent Operating Partnership and Merger Sub with any of the provisions of this Agreement or the Manager Contribution will (a) contravene, conflict with or result in any breach of any provision of the Parent Governing Documents, Parent OP Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Parent Operating Partnership, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the MGCL or the DLLCA in connection with or in compliance with the Merger, (aiii) filing such filings with the SEC of as may be required to be made by Parent, including a proxy statement in preliminary and definitive form relating to the Company Stockholders Parent Shareholder Meeting (as amended together with any amendments or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxysupplements thereto, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3), (biv) the compliance with any applicable requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of the Securities Act and the Exchange Act and 1976, as amended, (v) such filings as may be required under the rules and regulations promulgated thereunderof the NYSE in connection with this Agreement, the Merger or the Manager Contribution or (vi) such filings as may be required in connection with the Transactionsstate and local Transfer Taxes), (c) state securities takeover and “blue sky” Laws, as may be required result in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval breach of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law or Order applicable to the Company or any loss of its Subsidiaries any benefit or by which material increase in any cost or obligation of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company Parent or any of its Subsidiaries withParent Subsidiary under, or consent result in a modification, or approval with respect to the Company or any of its Subsidiaries violation of, or other ​ action by, any Governmental Authority; constitute (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute ) a default (or breach undergive rise to any right, or cause or permit including any right of termination, cancelationamendment, acceleration cancellation or other change of any right or obligation or the loss of any benefit acceleration) under, any provision of the terms, conditions or provisions of any Company Parent Material Contract, Parent Lease or Parent Residential Lease, (d) violate any Order or Law applicable to Parent, Parent Operating Partnership, Merger Sub or any Parent Subsidiary or any of their respective properties, assets or operations or (e) result in the creation or imposition of any Lien (other than a Parent Permitted Lien) on any asset of Parent, Parent Operating Partnership, Merger Sub or any Parent Subsidiaries; except in the case each of clause clauses (ivb), as (c), (d) or (e) above where (A) any failure to obtain such permits, authorizations, consents or approvals, (B) any failure to make such filings or (C) any such modifications, violations, rights, impositions, breaches or defaults has not had, and would not reasonably be reasonably expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except None of the execution, delivery or performance of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby or compliance by Parent or Merger Sub with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate of Incorporation, the Bylaws or similar organizational documents of Parent or Merger Sub, (ii) require any filing by Parent or Merger Sub with, or permit, authorization, consent or approval of, any Governmental Entity except for (A) compliance with any applicable requirements of the Exchange Act and Securities Act, (B) any filings as may be required under the DGCL in connection with or in compliance with the Merger, (aC) the filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3, (b1) the Form S-4 and (2) such reports under applicable requirements of the Securities Act and Act, the Exchange Act and the rules state securities and regulations promulgated thereunder"blue sky" laws, as may be required in connection with this Agreement and the Transactionstransactions contemplated hereby, (cD) state securities takeover and “blue sky” Laws, as may be required any filings with or approvals of the NASDAQ Stock Market or (E) any filings in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval applicable requirements of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required HSR Act or under the terms antitrust or competition Laws of the Series A-1 Certificate of Designations (collectivelyapplicable foreign jurisdictions, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute result in a default violation or breach or an event that, with or without notice or lapse of time or both, would constitute a default or breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any provision right of termination, amendment, cancellation or acceleration) under, or result in the creation of any Company Material ContractEncumbrance on the assets and properties of the Parent or any Subsidiary under, any of the terms, conditions or provisions of any Contract to which the Parent or any Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound or (iv) assuming that all consents, approvals, authorizations and other actions described in subsection (ii) have been obtained and all filings and obligations in subsection (ii) have been made or complied with, conflict with or violate any Law applicable to the Parent, any Subsidiary or any of their respective properties or assets, except in the case of clause clauses (iv)ii) or (iii) where (x) any failure to obtain such permits, as has not hadauthorizations, and would not be reasonably expected consents or approvals, (y) any failure to havemake such filings or (z) any such violations, breaches, defaults or Encumbrances could not, individually or in the aggregate, a Company Material Adverse Effectreasonably be expected to impair in any material respect the ability of each of Parent and Merger Sub to perform its obligations under this Agreement, as the case may be, or prevent or materially delay the consummation of any the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for in connection with None of the execution and delivery of this Agreement by MIC, the performance of or in compliance with this Agreement, the consummation by MIC of the Merger or any other transactions contemplated hereby or compliance by MIC with any of the provisions of this Agreement will (ai) assuming receipt of MIC Stockholder Approval, conflict with, result in any breach of or violate any provision of the Charter or Bylaws or the comparable organizational or governing documents of any MIC Subsidiary, (ii) require any filing by MIC or any MIC Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Authority (except for (w) the filing with the SEC of a proxy statement relating to (A) the Company Stockholders Meeting (as amended or supplemented form time to time, including Joint Proxy Statement and of the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) Form S-4 and the Certificate declaration of Merger as contemplated under Section 2.3effectiveness of the Form S-4, and (bB) the such reports under, and other compliance with, any applicable requirements of the Securities Act and the Exchange Act and the rules Securities Act, (x) any filings as may be required under the MGCL or the Maryland REIT Law in connection with the Merger, (y) such filings with the SEC as may be required to be made by MIC in connection with this Agreement and regulations promulgated thereunder, the Merger or (z) such filings as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(alocal transfer taxes), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent or approval under, result in any modification, violation or breach of, notice to or other action by any Person loss of any benefit or increase in any cost or obligation of MIC or any MIC Subsidiary under, or constitute a default or breach (or an event that, which with or without notice or lapse of time or both, both would constitute become a default or breach default) under, or cause or permit give to others any right of termination, cancelation, acceleration or other change cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a lien on any property or asset of MIC or any MIC Subsidiary pursuant to, any of the terms, conditions or provisions of any right MIC agreement or obligation MIC Lease or the loss (iv) violate any order, writ, injunction, decree or Law applicable to MIC or any of any benefit under, any provision of any Company Material Contract, its properties or assets; except in the case respect of clause clauses (ii), (iii) or (iv)) where (1) such failures to obtain such permits, as has authorizations, consents or approvals, (2) such failures to make such filings or (3) such failures to obtain such consents or approvals or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or liens have not had, and would not reasonably be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect.

Consents and Approvals; No Violations. Except for in connection with or in (i) Assuming compliance with (a) filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3, (b) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board matters set forth in Section 4.2(a4.1(e)(ii) and Section 4.1(e)(iii), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger SubSafety’s representations and warranties set forth in Section 5.94.2(y) and the receipt of Receiver Stockholder Approval and with respect to the Additional Charter and By-Laws Amendments, the Additional Receiver Stockholder Approval, the execution and delivery of this Agreement by Receiver and Merger Sub does not, and the performance by Receiver and Merger Sub of their respective obligations hereunder, including the consummation of the transactions contemplated hereby will not, (iA) violate conflict with any Law provision of Receiver’s Constituent Documents or Order applicable the Constituent Documents of any Subsidiary of Receiver; (B) result (with or without the giving of notice or the lapse of time or both) in any violation of or default or loss of a benefit under, or permit the acceleration, amendment or termination of any obligation under, any mortgage, indenture, lease, permit, concession, grant, franchise, license, agreement or other instrument or obligation to the Company which Receiver or any of its Subsidiaries is a party or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company them or any of their properties, assets or rights are bound; (C) violate any Law binding upon or applicable to Receiver or its Subsidiaries withSubsidiaries; (D) result in the creation or imposition of any Lien upon any properties, assets or rights of Receiver or any Subsidiary of Receiver or (E) cause the suspension or revocation of any permit, license, governmental authorization, consent or approval with respect to under which Receiver and the Company or any Subsidiaries of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute a default or breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any Company Material ContractReceiver conduct Receiver’s business, except in the case of clause clauses (ivB), as has not had(C), (D) and (E) above, which would not reasonably be reasonably expected (x) to have, individually or in the aggregate, a Company Material Adverse EffectEffect on Receiver or (y) prevent or materially impede the ability of Receiver or Merger Sub to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for in connection with or in compliance with (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, state securities or state “blue sky” Laws, and (b) for the filing of the Company Articles of Merger with, and the acceptance for record of the Company Articles of Merger by, the SDAT and the filing of the Company Merger Certificate and the Partnership Merger Certificate with the DSOS, none of the execution, delivery or performance of this Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub of the transactions contemplated hereby or the compliance by Parent, Merger Sub or the Parent Significant Subsidiaries with any of the provisions hereof will (i) conflict with or result in any breach or violation of any provision of the Parent Governing Documents or the Merger Sub Governing Documents, (ii) require any filing by Parent, Merger Sub or any Parent Significant Subsidiary with, notice to, or permit, authorization, consent or approval of, any Governmental Authority, except (A) (1) the filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting Form S-4 and form of proxy, the “Proxy Statement”) /Prospectus, and the Certificate declaration of Merger as contemplated under Section 2.3effectiveness of the Form S-4, and (b2) the applicable requirements filing with the SEC of the Securities Act such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder, ) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the Transactionstransactions contemplated hereby, (cB) state securities takeover as may be required under the rules and “blue sky” Lawsregulations of the NYSE and Nasdaq, as applicable, and (C) such filings as may be required in connection with the MergerTransfer Taxes, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent or notice under, result in a violation or breach by Parent, Merger Sub or any Parent Significant Subsidiary of, notice to or other action by any Person under, constitute a default or breach or an event that, (with or without due notice or lapse of time or both, would constitute ) a default (or breach give rise to any right of termination, amendment, cancelation or acceleration) under, or cause or permit termination, cancelation, acceleration or other change result in the triggering of any right payment or obligation or result in the loss creation of any benefit underEncumbrance on any property or asset of Parent, Merger Sub or any provision of the Parent Significant Subsidiaries pursuant to any of the terms, conditions or provisions of any Company Parent Material ContractContract to which Parent, except in the case Merger Sub or any Parent Significant Subsidiary is a party or by which it or any of clause its respective properties or assets may be bound, or (iv) violate or conflict with any Law applicable to Parent, Merger Sub or any Parent Significant Subsidiary or any of its respective properties or assets, excluding from the foregoing clauses (ii), as has not had(iii) and (iv) such filings, and notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not be reasonably expected to havenot, individually or in the aggregateaggregate have, or would reasonably be expected to have, a Company Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for in connection with or in compliance with Subject to receipt of the Company Stockholder Approval, and except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, state securities or state “blue sky” Laws, and (b) for the filing of the Company Articles of Merger with, and the acceptance for record of the Company Articles of Merger by, the SDAT and the filing of the Company Merger Certificate and the Partnership Merger Certificate with the DSOS, none of the execution, delivery or performance of this Agreement by the Company Parties, the consummation by the Company Parties of the transactions contemplated hereby or the compliance by the Company Parties or the Company Subsidiaries with any of the provisions hereof will (i) conflict with or result in any breach or violation of any provision of the Company Governing Documents or the Partnership Governing Documents, (ii) require any filing by any of the Company Parties or any Company Subsidiary with, notice to, or permit, authorization, consent or approval of, any Governmental Authority, except (A) (I) the filing with the SEC of the Proxy Statement/Prospectus in preliminary and definitive form and of a proxy registration statement relating on Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock in the Company Merger will be registered pursuant to the Company Stockholders Meeting Securities Act (as amended together with any amendments or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxysupplements thereto, the “Proxy StatementForm S-4”) ), and the Certificate declaration of Merger as contemplated under Section 2.3effectiveness of the Form S-4, and (bII) the applicable requirements filing with the SEC of the Securities Act such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder, ) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the Transactionstransactions contemplated hereby, (cB) state securities takeover as may be required under the rules and “blue sky” Lawsregulations of the NYSE and Nasdaq, as applicable, and (C) such filings as may be required in connection with the MergerTransfer Taxes, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (iiiii) require any notification to consent or filing notice under, result in a violation or registration breach by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries Subsidiary of, or other ​ action by, any Governmental Authority; constitute (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without due notice or lapse of time or both, would constitute ) a default (or breach give rise to any right of termination, amendment, cancelation or acceleration) under, or cause or permit termination, cancelation, acceleration or other change result in the triggering of any right payment or obligation or result in the loss creation of any benefit underEncumbrance on any property or asset of the Company or any of the Company Subsidiaries pursuant to any of the terms, any provision conditions or provisions of any Company Material ContractContract to which the Company or any Company Subsidiary is a party or by which it or any of its respective properties or assets may be bound, except in the case of clause or (iv) violate or conflict with any Law applicable to the Company or any Company Subsidiary or any of its respective properties or assets, excluding from the foregoing clauses (ii), as has not had(iii) and (iv) such filings, and notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not be reasonably expected to havenot, individually or in the aggregate, have, or would reasonably be expected to have, a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for in connection with or in compliance with (ai) filing with any applicable requirements of the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxySecurities Act, the “Proxy Statement”Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) and the filing of the Certificate of Merger as contemplated under Section 2.3required by the GCL and (iii) those required filings, (b) the applicable requirements of the Securities Act registrations, consents, and the Exchange Act approvals listed on Exhibit 6.4 attached hereto, no filing or registration with, and the rules and regulations promulgated thereunderno Permit, as may be authorization, consent or approval of, any public body or Governmental Authority or other third party is necessary or required in connection with the Transactionsexecution and delivery of this Agreement by WPZ or for the consummation by WPZ of the transactions contemplated by this Agreement. Assuming that all filings, (c) state securities takeover and “blue sky” Lawsregistrations, as may be required in connection with the MergerPermits, (d) the rules and regulations ofauthorizations, and any filings with consents and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment contemplated by the Special Committeeimmediately preceding sentence have been duly made or obtained, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), neither the execution, delivery and performance by the Company of this Agreement and or the other agreements contemplating hereby nor the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law transactions contemplated hereby or Order applicable to the Company thereby by WPZ or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; will (iii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with or result in any breach of any provision of the Certificate Certificates of Incorporation Incorporation, Bylaws or Bylaws; other organizational documents of any of the WPZ Companies, (ii) result in a material violation or (iv) require any consent breach of, notice to or other action by any Person under, constitute a default or breach or an event that, (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, would constitute a default cancellation or breach acceleration) under, or cause or permit termination, cancelation, acceleration or other change otherwise result in any material diminution of any right of the rights of the WPZ Companies with respect to, or obligation or result in the loss of any material benefit underto or the creation of a lien, claim or other encumbrance on any provision of the properties or assets of any Company Material ContractWPZ Company, except in pursuant to any of the case terms, conditions or provisions of clause any note, bond, mortgage, indenture, license, contract or other instrument or obligation to which any of the WPZ Companies is a party or by which it or any of them or any of their properties or assets may be bound or (iv)iii) violate any order, as has not hadwrit, and would not be reasonably expected injunction, decree, statute, rule or regulation applicable to have, individually any of the WPZ Companies or in the aggregate, a Company Material Adverse Effectany of their properties or assets.

Consents and Approvals; No Violations. Except for in connection None of the execution, delivery or performance of this Agreement by each of Parent or Merger Sub and delivery of the Plan of Merger by Merger Sub, the consummation by each of Parent or Merger Sub of the Merger or any of the Transaction or compliance by each of Parent or Merger Sub with or in compliance with any of the provisions of this Agreement will (a) filing conflict with or result in any breach of any provision of the SEC memorandum and articles of a proxy statement relating to the Company Stockholders Meeting (as amended association of either Parent or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3, Sub; (b) require any filing by either Parent or Merger Sub with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity, except for (i) compliance with any applicable requirements of the Securities Act and the Exchange Act Act; (ii) the filing of the Plan of Merger and related documentation with the Registrar of Companies and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the Companies Act; (iii) such filings with the SEC as may be required to be made by either Parent or Merger Sub in connection with this Agreement and the Merger, including the filing of the Schedule 13E-3, which shall incorporate by reference the Proxy Statement, and the filing of one or more amendments to the Schedule 13E-3 to respond to comments of the SEC, if any, on the Schedule 13E-3; (iv) such filings as may be required under the rules and regulations promulgated thereunder, of Nasdaq in connection with this Agreement or the Merger; and (v) such filings as may be required in connection with the Transactions, state and local transfer Taxes); (c) state securities takeover and “blue sky” Lawsresult in a modification, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law violation or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries breach of, or other ​ action by, any Governmental Authority; constitute (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute ) a default (or breach undergive rise to any right, or cause or permit including any right of termination, cancelationamendment, acceleration cancellation or other change of any right or obligation or the loss of any benefit acceleration) under, any provision of the terms, conditions or provisions of any Company Material ContractContract to which Parent or Merger Sub is a party; or (d) violate any Order or Law applicable to Parent, Merger Sub or any of their respective properties, assets or operations; except in the case each of clause clauses (ivb), as has not had(c) or (d) where (A) any failure to obtain such permits, and would not be reasonably expected authorizations, consents or approvals; (B) any failure to havemake such filings; or (C) any such modifications, violations, rights, impositions, breaches or defaults, individually or in the aggregate, a Company Material Adverse Effecthas not had and would not reasonably be expected to prevent, materially delay or materially impede or impair the ability of each of Parent and Merger Sub to consummate the Merger and the other Transactions. Merger Sub has not created any fixed or floating security interests that are outstanding as of the date of this Agreement.

Consents and Approvals; No Violations. Except for in connection None of the execution, delivery or performance of this Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger or any of the other Transactions or compliance by Parent and Merger Sub with or in compliance with any of the provisions of this Agreement will (a) filing contravene, conflict with or result in any breach of any provision of the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxyParent Governing Documents, the “Proxy Statement”) and Merger Sub Governing Documents or the Certificate comparable organizational or governing documents of Merger as contemplated under Section 2.3any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Securities Act Exchange Act, (ii) any filings as may be required under the DGCL or the MGCL in connection with the Merger and the Exchange Parent Charter Amendments, (iii) such filings with the SEC as may be required to be made by Parent, including the Joint Proxy Statement and the Form S-4, (iv) compliance with any applicable requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act and of 1976, as amended, (v) such filings as may be required under the rules and regulations promulgated thereunderof the NYSE in connection with this Agreement or the Merger, or (vi) such filings as may be required in connection with the Transactionsstate and local transfer Taxes), (c) state securities takeover and “blue sky” Laws, as may be required result in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval breach of or any loss of any benefit or material increase in any cost or obligation of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries withParent Subsidiary under, or consent result in a modification, violation or approval with respect to the Company or any of its Subsidiaries breach of, or other ​ action by, any Governmental Authority; constitute (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute ) a default (or breach undergive rise to any right, or cause or permit including, but not limited to, any right of termination, cancelationamendment, acceleration cancellation or other change of any right or obligation or the loss of any benefit acceleration) under, any provision of the terms, conditions or provisions of any Company Parent Material Contract, Parent Lease or Parent Mortgage Agreement, (d) violate any Order or Law applicable to Parent, Merger Sub or any Parent Subsidiary or any of their respective properties, assets or operations, or (e) result in the creation or imposition of any Lien (other than a Parent Permitted Lien) on any asset of Parent, Merger Sub or any Parent Subsidiaries; except in the case each of clause clauses (ivb), as (c), (d) or (e) where (A) any failure to obtain such permits, authorizations, consents or approvals, (B) any failure to make such filings or (C) any such modifications, violations, rights, impositions, breaches or defaults has not had, had and would not reasonably be reasonably expected to have, individually or in the aggregate, have a Company Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for in connection with or in compliance with Assuming that (a) filing with the SEC of a proxy statement relating Governmental Approvals required to the Company Stockholders Meeting (as amended Convey any real property or supplemented form time Governmental Permits to timeAcquiror have been made or obtained, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3, (b) the applicable requirements Governmental Approvals set forth on Section 2.03 of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals ofSeller Disclosure Letter have been obtained, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; execution and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements by Acquiror and the consummation by Acquiror of the Transactions transactions contemplated hereby and thereby do not and will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, not (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate certificate of Incorporation incorporation or Bylaws; bylaws (or the comparable governing documents) of Acquiror or any member of the Acquiror Group, (ii) violate or conflict with any Law or Order of any Governmental Authority applicable to Acquiror or any member of the Acquiror Group or by which any of its or their properties or assets may be bound, (iii) require any Governmental Approval, or (iv) require any consent result in a violation or breach of, notice to or other action by any Person underconflict with, constitute a default or breach or an event that, (with or without due notice or lapse of time or both, would constitute ) a default under or breach under, or cause or permit give rise to any right of termination, cancelationcancellation or acceleration, under or result in the creation of any Security Interest upon any of the material properties or assets of Acquiror or its Subsidiaries or give rise to any obligation, right of termination, cancellation, acceleration or other change increase of any right or obligation or the a loss of any a material benefit under, any provision of the terms, conditions or provisions of any Company Material ContractContract to which any member of the Acquiror Group is a party, except excluding in the case of clause clauses (ii) through (iv)) above, as has not hadconflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, cancellations, accelerations or required approvals which would not reasonably be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effectan Acquiror MAE.

Consents and Approvals; No Violations. Except for Assuming (i) the filings required under the HSR Act, are made and the waiting period thereunder has been terminated or has expired, (ii) voluntary notification under Section 721 of Exon-Florxx xx made, (iii) the prior notification and reporting requirements of the European Community pursuant to the EU Antitrust Laws as well as any antitrust filings/notifications which must or may be effected at the national level in connection with or in compliance with countries having jurisdiction are made, (aiv) filing with the SEC requirements of a proxy statement the Exchange Act relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”, if any, and the Offer are met, (v) and the filing of the Certificate of Merger and other appropriate merger documents, if any, as contemplated under Section 2.3required by the Delaware General Corporation Law, are made, (bvi) the applicable requirements such actions as are necessary in order to comply with Industrial Security Regulations of the Securities Act U.S. Department of Defense and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactions, (cvii) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) Merger and this Agreement by the affirmative vote stockholders of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment Company, if required by the Special CommitteeDelaware General Corporation Law, is received, the Company Board execution and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement by Parent and Sub and the consummation by Parent and Sub of the Transactions transactions contemplated hereby will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, : (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iiiA) violate or conflict with any provision of the Articles of Association of Parent or the Certificate of Incorporation or Bylawsthe By-Laws of Sub; (B) violate or conflict with any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to Parent or any of its subsidiaries or by which either of their respective properties or assets may be bound, except for such violations or conflicts which are not "material", as such term is commonly understood in connection with a Person's disclosure obligations under the Securities Act or the Exchange Act; (C) require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority, except for such filings, permits, consents or approvals which are not "material", as such term is commonly understood in connection with a Person's disclosure obligations under the Securities Act or the Exchange Act; or (ivD) require any consent result in a violation or breach of, notice to or other action by any Person underconflict with, constitute a default or breach or an event that, (with or without due notice or lapse of time or both, would constitute ) a default (or breach give rise to any right of termination, cancellation, payment or acceleration) under, or cause result in the creation of any lien, security interest, charge or permit encumbrance upon any of the properties or assets of Parent, or any of its subsidiaries under, or give rise to any obligation, right of termination, cancelationcancellation, acceleration or other change increase of any right or obligation or the a loss of any a material benefit under, any provision of the terms, conditions or provisions of any Company Material Contractnote, bond, mortgage, indenture, license, franchise, permit, agreement, contract, lease, franchise agreement or other instrument or obligation to which Parent or any of its subsidiaries is a party, or by which any such Person or any of its properties or assets are bound, except in the case of clause (iv)for such violations, breaches or conflicts which are not "material", as has not had, and would not be reasonably expected to have, individually such term is commonly understood in connection with a Person's disclosure obligations under the Securities Act or in the aggregate, a Company Material Adverse EffectExchange Act.

Consents and Approvals; No Violations. Except for in connection None of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the Merger or any other Transaction or compliance by the Company with or in compliance with any of the provisions of this Agreement will (a) filing conflict with the SEC or result in any breach of a proxy statement relating to any provision of the Company Stockholders Meeting (as amended Governing Documents or supplemented form time to time, including the letter to stockholders, notice comparable organizational or governing documents of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3any Company Significant Subsidiary, (b) require any filing by the Company or any Company Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, whether foreign, federal, state, local or supranational, or any self-regulatory or quasi-governmental authority (each, a “Governmental Entity”) (except for (i) compliance with any applicable requirements of the Securities Act and the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunderthereunder (the “Exchange Act”), (ii) any filings as may be required under the LLC Act and the MGCL in connection with the Merger, (iii) filings, permits, authorizations, consents and approvals as may be required under any applicable foreign competition Law or applicable foreign investment Law, (iv) such filings with the Securities and Exchange Commission (the “SEC”) as may be required to be made by the Company in connection with this Agreement and the Merger, including (A) a joint proxy statement in preliminary and definitive form relating to the Company Shareholder Meeting and the Parent Shareholder Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and (B) a registration statement on Form S-4 pursuant to which the offer and sale of Parent Common Shares in the Merger and the Parent Series A Preferred Shares will be registered pursuant to the Securities Act and in which the Joint Proxy Statement will be included (together with any amendments or supplements thereto, the “Form S-4”), (v) such filings as may be required under the rules and regulations of the New York Stock Exchange (“NYSE”) in connection with this Agreement or the Merger, (vi) such filings as may be required in connection with state and local transfer Taxes, or (vii) any applicable foreign or state securities or “blue sky” Laws and the Transactionsrules and regulations thereunder, (c) state securities takeover and “blue sky” Lawsresult in a modification, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law violation or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries breach of, or other ​ action by, any Governmental Authority; constitute (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute ) a default (or breach undergive rise to any right, or cause or permit including, but not limited to, any right of termination, cancelationamendment, acceleration cancellation or other change of any right or obligation or the loss of any benefit acceleration) under, any provision of the terms, conditions or provisions of any Company Material Contract, or (d) violate any Order or Law applicable to the Company, any Subsidiary of the Company, or any of their respective properties, assets or operations; except in the case each of clause clauses (ivb), as (c) or (d) where (x) any failure to obtain such permits, authorizations, consents or approvals, (y) any failure to make such filings or (z) any such modifications, violations, rights, impositions, breaches or defaults has not had, had and would not reasonably be reasonably expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect or have a material adverse effect on the ability of the Company to consummate the Merger and the other Transactions.

Consents and Approvals; No Violations. Except for in connection None of the execution, delivery or performance of this Agreement by the Company or the Company Operating Partnership, the consummation by the Company of the Merger or any of the other Transactions, the consummation by the Company Operating Partnership of the Transactions, the execution and delivery of the Voting Agreement or compliance by the Company or the Company Operating Partnership with or in compliance with any of the provisions of this Agreement will (a) filing contravene, conflict with the SEC or result in any breach of a proxy statement relating to any provision of the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxyGoverning Documents, the “Proxy Statement”) and comparable organizational or governing documents of any Company Subsidiary or the Certificate of Merger as contemplated under Section 2.3Company Operating Partnership Agreement, (b) require any filing by the Company or any Company Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental, quasi-governmental or other regulatory authority, instrumentality or agency, whether foreign, federal, state, local or supranational (a “Governmental Entity”) (except for (i) compliance with any applicable requirements of the Securities Act and the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunderthereunder (the “Exchange Act”), (ii) any filings as may be required under the DGCL or the MGCL in connection with the Merger, (iii) such filings with the Securities and Exchange Commission (the “SEC”) as may be required to be made by the Company in connection with this Agreement and the Merger, including (A) a joint proxy statement in preliminary and definitive form relating to the Company Stockholder Meeting and the Parent Stockholder Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and (B) a registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock in the Merger will be registered pursuant to the Securities Act and in which the Joint Proxy Statement will be included (together with any amendments or supplements thereto, the “Form S-4”), (iv) compliance with any applicable requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (v) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement or the Merger, or (vi) such filings as may be required in connection with the Transactionsstate and local transfer Taxes), (c) state securities takeover and “blue sky” Laws, as may be required result in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval breach of the Company Board set forth or any loss of any benefit or material increase in Section 4.2(a), (f) the affirmative vote any cost or obligation of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries withSubsidiary under, or consent result in a modification, violation or approval with respect to the Company or any of its Subsidiaries breach of, or other ​ action by, any Governmental Authority; constitute (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute ) a default (or breach undergive rise to any right, or cause or permit including, but not limited to, any right of termination, cancelationamendment, acceleration cancellation or other change of any right or obligation or the loss of any benefit acceleration) under, any provision of the terms, conditions or provisions of any Company Material ContractContract or Company Lease, (d) violate any Order or Law applicable to the Company or any of the Company Subsidiaries or any of their respective properties, assets or operations, or (e) result in the creation or imposition of any Lien (other than a Company Permitted Lien) on any asset of the Company or any of the Company Subsidiaries; except in the case each of clause clauses (ivb), as (c), (d) or (e) where (x) any failure to obtain such permits, authorizations, consents or approvals, (y) any failure to make such filings or (z) any such modifications, violations, rights, impositions, breaches or defaults has not had, had and would not reasonably be reasonably expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The representations and warranties set forth in this Section 3.5 are not made with respect to the Financing.

Consents and Approvals; No Violations. Except for in connection with or in compliance with (a) filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3, (b) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, Consents as may be required in connection with under the Transactions, (c) state securities takeover and “blue sky” LawsXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as may be required in connection with amended (the Merger, "HSR ACT"); (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (eb) the approval of the Company Board set forth in Section 4.2(a), (f) sale of the affirmative vote of CSL Stock by the holders of a majority the common stock of CLJ; (c) compliance with the requirements of each of the outstanding shares Marriott Agreements (including, without limitation, Section 18 of Common Stock to adopt this Agreement (the “Company Stockholder Approval”several Operating Agreements and of Section 2 of the Noncompetition Agreement); (gd) the DGCLConsents listed in SECTION 6.1(c) of the Disclosure Schedule; and (he) the approval of the Series A-1 Amendment by the Special Committee, the Company Board Consents required for healthcare Permits (including Medicare and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”Medicaid provider agreements), none of the execution, delivery and or performance by the Company of this Agreement and by CLJ or CSL, or the consummation by CLJ or CSL of any of the Transactions transactions contemplated hereby, will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate conflict with or result in any Law or Order applicable to breach of any provision of the Company Organizational Documents of CLJ or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; Acquired Company, (ii) require any notification to or filing or registration by the Company or Consent of any of its Subsidiaries withGovernmental Entity, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute a default or breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any Company Material Contract, except in Law, Order or Permit to which CLJ or any Acquired Company is a party or that is binding on or affects any of their properties or assets, excluding, however, from the case of clause foregoing clauses (ivii) and (iii), as has not hadsuch Consents, the failure of which to obtain would not, and violations, breaches or defaults, the occurrence of which would not be reasonably expected to havenot, in either case individually or in the aggregate, have a Company Material Adverse Effect. SNH and ACQ. SUB acknowledge that (A) the representation and warranty set forth in this SECTION 3.6, insofar as pertaining to the conversion of certain Acquired Companies pursuant to SECTION 5.6, is given only to the Knowledge of CLJ and (B) no representation is given with respect to any Consents required in connection with the Leases.

Consents and Approvals; No Violations. Except for in connection No filing with or in compliance with (a) filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended notice to, and no permit, authorization, registration, consent or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3, (b) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations approval of, and any filings with and approvals ofcourt or tribunal or administrative, governmental or regulatory body, agency, authority or other entity (a "GOVERNMENTAL ENTITY") is required on the NYSE American, (e) the approval part of the Company Board set forth in Section 4.2(a), (f) the affirmative vote or any of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), its Subsidiaries for the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of the transactions contemplated hereby, except (i) pursuant to the applicable requirements of the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder the "SECURITIES ACT") and the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder the "EXCHANGE ACT"), (ii) the filing of the Certificate of Merger pursuant to the DGCL, (iii) compliance with Section 721 of the Defense Production Act of 1950, as amended ("EXON-FLORIO"), (iv) compliance with any applicable requirements of the Haxx-Xxxtt-Rodino Antitrust Improvements Act of 1976, as amended (thx "XXX XXX"), (x) compliance with any applicable requirements of Council Regulation (EC) No. 139/2004 of 20 January 2004 on the control of concentrations between undertakings (the "EC MERGER REGULATION"), (vi) compliance with any applicable requirements of Laws in other foreign jurisdictions governing antitrust or merger control matters, (vii) as may be required by the Nasdaq National Market or (viii) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or would not prevent, impair or materially delay the consummation of the Transactions Merger and the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will not(A) conflict with or result in any breach, subject violation or infringement of any provision of the respective certificate of incorporation or by-laws (or similar governing documents) of the Company or of any its Subsidiaries, (B) result in a breach, violation or infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the accuracy creation of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9any Lien or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation, whether written or oral (ieach a "CONTRACT"), to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound that is required to be described in, or filed as an exhibit to, any Company Report (as defined below) (each, a "MATERIAL CONTRACT"), or (C) violate or infringe any Law order, writ, injunction, judgment, arbitration award, agency requirement, decree, law, statute, ordinance, rule or Order regulation, concession, franchise, permit, license or other governmental authorization or approval (each a "LAW") applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute a default or breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any Company Material Contractassets, except in the case of clause (iv)B) or (C) for breaches, as has not hadviolations, and infringements, defaults or changes which would not be reasonably expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (excluding, for purposes of this Section 5.4, clause (4) of the definition of Company Material Adverse Effect) or to prevent, impede or materially delay the ability of the Company to consummate the transactions contemplated hereby or to perform its obligations hereunder.

Consents and Approvals; No Violations. Except for in connection with or in compliance with (a) filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3, (b) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), Neither the execution, delivery and performance by the Company of this Agreement and by Draxis, nor the consummation by Draxis of the Transactions transactions contemplated hereby will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate conflict with or result in any Law breach of any provision of (x) the Articles of Amalgamation or Order applicable to the Company By-Laws of Draxis or any (y) the organizational documents of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; the Draxis Subsidiaries, (ii) require any notification to or a filing or registration by the Company or any of its Subsidiaries with, or a permit, authorization, consent or approval of, any Governmental Entity except the filing of the Proxy Statement-Prospectus under the EXCHANGE ACT, filings or approvals required under U.S. or Canadian laws relating to takeovers, if applicable, U.S. state securities or "blue sky" laws, Canadian Securities Laws, the By-Laws of the NASD or the TSE, and any filings necessary to comply with respect dissenters' rights pursuant to the Company MISSOURI ACT or any of its Subsidiaries the LOUISIANA ACT, (iii) result in a violation or breach of, or other ​ action by, any Governmental Authority; constitute (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without due notice or lapse of time or both, would constitute ) a default (or breach give rise to any right of termination, cancellation or acceleration) under, or cause result in the creation of a Lien on any property or permit terminationasset of Draxis or any Draxis Subsidiaries pursuant to, cancelationany of the terms, acceleration conditions or other change provisions of any right material Contract to which Draxis or obligation any Draxis Subsidiary is a party or the loss by which any of them or any of their properties or assets may be bound or (iv) violate any law, order, writ, injunction, decree, statute, rule or regulation of any benefit underGovernmental Entity applicable to Draxis or any Draxis Subsidiary or any of their properties or assets, any provision of any Company Material Contractexcept, except in the case of clause clauses (ii), (iii) and (iv), as has not hadwhere the failure to make such filing or obtain such authorization, and consent or approval would not be reasonably expected to have, individually or where such violations, breaches or defaults or Liens would not have, in the aggregateany such case, a Company Draxis Material Adverse Effect.. SECTION 4.5

Consents and Approvals; No Violations. Except for in connection with or in compliance with (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, state securities or state “blue sky” Laws, and (b) for filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT, and the filing of the Partnership Merger Certificate with the DSOS, none of the execution, delivery or performance of this Agreement by Parent and Parent OP, the consummation by Parent and Parent OP of the transactions contemplated hereby or compliance by Parent, Parent OP or the Parent Significant Subsidiaries with any of the provisions hereof will (i) conflict with or result in any breach or violation of any provision Parent Governing Documents or the Parent OP Governing Documents, (ii) require any filing by Parent, Parent OP or any Parent Significant Subsidiary with, notice to, or permit, authorization, consent or approval of, any Governmental Authority, except (A) the filing with the SEC of a proxy statement relating to (1) the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting Form S-4 and form of proxy, the “Proxy Statement”) /Prospectus, and the Certificate of Merger as contemplated under Section 2.3, (b) the applicable requirements declaration and effectiveness of the Securities Act Form S-4, and (2) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder, ) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the Transactionstransactions contemplated hereby, (cB) state securities takeover as may be required under the rules and “blue sky” Lawsregulations of the NYSE, and (C) such filings as may be required in connection with the MergerTransfer Taxes, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent or notice under, result in a violation or breach by Parent, Parent OP or any Parent Significant Subsidiary of, notice to or other action by any Person under, constitute a default or breach or an event that, (with or without due notice or lapse of time or both, would constitute ) a default (or breach give rise to any right of termination, amendment, cancellation or acceleration) under, or cause or permit termination, cancelation, acceleration or other change result in the triggering of any right payment or obligation or result in the loss creation of any benefit underEncumbrance on any property or asset of Parent, Parent OP or any provision of the Parent Significant Subsidiaries pursuant to any of the terms, conditions or provisions of any Company Parent Material ContractContract to which Parent, except in the case Parent OP or any Parent Significant Subsidiary is a party or by which it or any of clause its respective properties or assets may be bound, or (iv) violate or conflict with any Law applicable to Parent, Parent OP or any Parent Significant Subsidiary or any of its respective properties or assets, excluding from the foregoing clauses (ii), as has not had(iii) and (iv) such filings, and notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not be reasonably expected to havenot, individually or in the aggregateaggregate have, or would reasonably be expected to have, a Company Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for in connection with or in compliance with (a) filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting The execution and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3, (b) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the Purchaser Ancillary Documents do not, and the consummation of the Transactions transactions contemplated hereby and thereby will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate conflict with, or result in any Law violation or Order applicable to the Company or breach of, any of its Subsidiaries or by which any the provisions of their respective material properties or assets are bound or affected; the Organizational Documents of Purchaser, (ii) require any notification to conflict with or filing result in a violation or registration by the Company breach of or any loss of its Subsidiaries witha benefit under, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, (with or without notice or lapse of time or both, would constitute a default or breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit ) under, any provision material Contract or Permit to which Purchaser is a party, (iii) require any consent, approval or other authorization of, or filing with or notification to, any Person under any material Contract or Permit applicable to Purchaser, or (iv) subject to the receipt or making of the consents, approvals, authorizations, and filings referred to in Section 5.3(b), contravene or conflict with, or result in any violation or breach of, any Law applicable to Purchaser except for any of the matters referred to in clauses (ii) and (iii) above which would not reasonably be expected to prevent or materially delay the performance by Purchaser or its Affiliates of any Company Material Contractof their respective material obligations under this Agreement or any of the Purchaser Ancillary Documents, except or to prevent the consummation of the transactions contemplated by this Agreement. (b) Assuming all filings required under the HSR Act are made and any waiting periods thereunder have been terminated or expired, no other consent, approval, authorization of, or filing with or notification to, any Governmental Entity is necessary or required by or with respect to the execution, delivery and performance of this Agreement and the Purchaser Ancillary Documents by Purchaser, or the consummation by Purchaser of the transactions contemplated hereby and thereby. 5.4 Broker’s or Finder’s Fee. No agent, broker, Person or firm acting on behalf of Purchaser is, or shall be, entitled to any broker’s fees, finder’s fees or other fees or commissions from Purchaser in connection with this Agreement or any of the case of clause (iv), as has not had, and would not be reasonably expected transactions contemplated hereby. No Seller shall have any obligation to have, individually pay any fees or in the aggregate, a Company Material Adverse Effect.commissions to any such persons or entities. 5.5

Consents and Approvals; No Violations. Except for in connection (i) the filing of a premerger notification report under the HSR Act and the expiration or termination of the applicable waiting period with or in compliance with respect thereto; (aii) the filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) CP&L Exchange Registration Statement and the Certificate of Merger as contemplated Registration Statement, such reports under Section 2.3, (b13(a) of the applicable requirements of Exchange Act and such other compliance with the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, thereunder as may be required in connection with this Agreement and the Transactionstransactions contemplated hereby, (c) state securities takeover and “blue sky” Laws, the obtaining from the SEC of such orders as may be so required; (iii) the filing of articles of exchange with respect to the CP&L Exchange with the Secretary of State of the State of North Carolina and the FPC Articles of Exchange with the Department of State of the State of Florida and the Secretary of State of the State of North Carolina; (iv) such filings and approvals as may be required by any applicable state securities or "blue sky" laws; and (v) any required filings with and approvals of the NCUC, the SCPSC, the NRC, the SEC (with respect to PUHCA), the FCC and the FERC, no filing or registration with, and no permit, authorization, consent, order or approval of, any Governmental Authority is necessary or required in connection with the Mergerexecution and delivery of this Agreement by CP&L or Holdco or for the consummation by CP&L or Holdco of the transactions contemplated by this Agreement other than as may not reasonably be expected to have a Material Adverse Effect on CP&L. Assuming that all filings, (d) registrations, permits, authorizations, consents, orders and approvals contemplated by the rules and regulations ofimmediately preceding sentence have been duly made or obtained, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a)CP&L Exchange by the CP&L shareholders has been received, (f) and assuming receipt of the affirmative vote required approval of the holders of a majority of the outstanding shares of Holdco Common Stock to adopt this Agreement (at the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Holdco Special CommitteeMeeting, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), neither the execution, delivery and performance by the Company of this Agreement and nor the consummation of the Transactions transactions contemplated hereby by CP&L and Holdco will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with or result in any breach of any provision of the Certificate Articles of Incorporation Incorporation, bylaws, partnership or Bylaws; joint venture agreements or other organizational documents of any of the CP&L Companies, (ivii) require any consent subject to obtaining necessary third party consents, result in a violation or breach of, notice to or other action by any Person under, constitute a default or breach or an event that, (with or without due notice or lapse of time or both, would constitute ) a default (or breach give rise to any right of termination, cancellation, acceleration or increased cost) under, or cause otherwise result in any diminution of any of the rights of the CP&L Companies with respect to, any of the terms, conditions or permit terminationprovisions of any security, cancelationnote, acceleration bond, mortgage, indenture, license, Contract or other change of any right instrument or obligation to which any of the CP&L Companies is a party or by which it or any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to any of the loss CP&L Companies or any of any benefit undertheir properties or assets except, any provision of any Company Material Contract, except in the case of clause clauses (iv)ii) or (iii) above, as has not hadfor violations, and would not be reasonably expected to havebreaches or defaults that, individually or in the aggregate, may not reasonably be expected to have a Company Material Adverse EffectEffect on CP&L and that will not prevent or delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for in connection None of the execution, delivery or performance of this Agreement by Super ROI or Parent, the consummation by Super ROI or Parent of the Transactions or compliance by Super ROI or Parent with or in compliance with any of the provisions of this Agreement will (a) filing conflict with or result in any breach of any provision of the SEC memorandum and articles of a proxy statement relating to the Company Stockholders Meeting (as amended association of Super ROI or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3, Parent; (b) require any filing by Super ROI or Parent with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Securities Act Exchange Act; (ii) the filing of the Plan of Merger with the Registrar of Companies of the Cayman Islands and the Exchange Act publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the Companies Law; (iii) filings, permits, authorizations, consents and approvals as may be required under any applicable Competition Law; (iv) such filings with the SEC as may be required to be made by Super ROI and Parent in connection with this Agreement and the Transactions; (v) such filings as may be required under the rules and regulations promulgated thereunder, of the NYSE in connection with this Agreement or the Transactions; or (vi) such filings as may be required in connection with the Transactions, state and local transfer Taxes); (c) state securities takeover and “blue sky” Lawsresult in a modification, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law violation or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries breach of, or other ​ action by, any Governmental Authority; constitute (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute ) a default (or breach undergive rise to any right, or cause or permit including any right of termination, cancelationamendment, acceleration cancellation or other change of any right or obligation or the loss of any benefit acceleration) under, any provision of the terms, conditions or provisions of any Company Material Contractagreement to which Super ROI or Parent is a party; or (d) violate any Order or Law applicable to Super ROI, Parent or any of their respective properties, assets or operations; except in the case each of clause clauses (ivb), as (c) or (d) where (A) any failure to obtain such permits, authorizations, consents or approvals; (B) any failure to make such filings; or (C) any such modifications, violations, rights, impositions, breaches or defaults has not had, had and would not reasonably be reasonably expected to haveto, individually or in the aggregate, a Company Material Adverse Effectprevent, materially delay or materially impede or impair the ability of Super ROI and Parent to consummate the Transactions.

Consents and Approvals; No Violations. Except for as set forth on Schedule 3.4, neither the execution, delivery and performance of this Agreement and the Novation Agreement by the Global Sellers nor the execution, delivery and performance of the Related Agreements, the Local Asset Transfer Agreements or any other agreements and instruments executed in connection with the separation of the DTI Business by DuPont and its Affiliates party thereto, nor the execution, delivery and performance of the Local Purchase Agreements by the Local Sellers party thereto, nor the consummation of the transactions contemplated hereby and thereby by the Sellers and the DTI Companies, in any case did or in compliance with will (a) filing with violate any provision of the SEC certificate of a proxy statement relating to incorporation, bylaws, partnership or joint venture agreement, or other comparable governing documents of the applicable Sellers or any DTI Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3Joint Venture, (b) require any consent, waiver, approval, license, authorization or permit of, or filing with or notification to, any Governmental Authority (collectively, the applicable requirements "GOVERNMENTAL FILINGS"), except for (i) filings with the Federal Trade Commission (the "FTC") and with the Antitrust Division of the Securities Act and United States Department of Justice (the Exchange Act "DOJ") pursuant to the HSR Act, and the rules and regulations promulgated thereunder, as may be (ii) requirements of the EC Merger Regulations or any other foreign Antitrust Laws or Laws regulating exchange or currency controls or any other regulatory filings required solely by reason of the regulatory status of Buyer or its Affiliates (without giving effect to any change in connection regulatory status arising out of the purchase of the DTI Business), (iii) filings with the TransactionsFederal Communications Commission with respect to radio licenses identified on Schedule 3.4 and (iv) those Governmental Filings the failure of which to be obtained or made would not reasonably be expected, individually or in the aggregate, to result in a Material Impairment, (c) state securities takeover and “blue sky” Lawsgive rise to any preferential purchase rights, as may be required rights of first refusal, Encumbrances or similar rights of any third party which, if exercised, would, individually or in connection with the Mergeraggregate, result in a Material Impairment, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries conflict with, result in a violation or consent or approval with respect to the Company or any of its Subsidiaries breach of, or other ​ action by, any Governmental Authority; constitute (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute ) a default (or breach under, or cause or permit give rise to any right of termination, cancelation, cancellation or acceleration or other change of any right obligation to repay) or obligation or the a loss of any benefit to which any of the Sellers, any DTI Company or, to the Knowledge of DuPont, any Joint Venture is entitled under, any provision of the terms, conditions or provisions of any Contract (including Material Contracts), Indebtedness, government registration, permit or other instrument or obligation (other than in all cases, Non-Transferable Permits) to which any of the Sellers, any DTI Company Material Contractor, to the Knowledge of DuPont, any Joint Venture is a party or by which any of the Sellers, any DTI Company or, to the Knowledge of DuPont, any Joint Venture or any of its respective properties or Assets may be bound, except in the case of clause (iv)for such violations, as has not had, breaches and defaults which would not be reasonably expected to havenot, individually or in the aggregate, reasonably be expected to result in a Material Impairment; PROVIDED, HOWEVER, the foregoing representation under this clause (d) is not being made with respect to any Contract that constitutes an IT Asset or any Intellectual Property Contract unless such Contract would be a Material IT Contract or Material Intellectual Property Contract, respectively or (e) assuming the making or obtaining of the Governmental Filings referred to in Section 3.4(b) above or in Schedule 3.4, violate any provision of, or result in the breach of, any Law applicable to any of the Sellers, any DTI Company or, to the Knowledge of DuPont, any Joint Venture or to which any of their respective properties or Assets may be subject, except to the extent such violations and breaches, individually and in the aggregate, would not reasonably be expected to result in a Material Adverse EffectImpairment.

Consents and Approvals; No Violations. Except for in connection with or in compliance with Assuming (a) filing with the SEC filings required under the Hart-Scott Rodino Antitrust Improvement Act of a proxy statement relating to the Company Stockholders Meeting (1976, as amended or supplemented form time to time(thx "XSX Xxx") xxx any other applicable Antitrust Law, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) are made and the Certificate of Merger as contemplated under Section 2.3waiting periods thereunder (if applicable) have been terminated or expired, (b) the applicable requirements of the Securities Act and state securities or "blue sky" laws and the Exchange Act and are met, including the rules and regulations promulgated thereunder, as may filing with the SEC of a proxy statement in definitive form that will be required mailed to Strawberry Stockholders in connection with the TransactionsStrawberry Stockholders Meeting (the "Proxy Statement"), (c) state securities takeover and “blue sky” Laws, as may be the required in connection with notices to the MergerNYSE related to the Transactions are delivered, (d) the rules and regulations of, and any filings compliance with and approvals of, the NYSE Americanapplicable foreign competition laws, (e) the approval filing of the Company Board set forth in Section 4.2(a)Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, are made, (f) the affirmative vote filing of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); Strawberry Charter Amendment and (g) the DGCL; Strawberry Stockholder Approval and (h) the approval by Parent in its capacity as sole stockholder of the Series A-1 Amendment by the Special CommitteeMergerSub is obtained, the Company Board execution and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a Party by Parent and MergerSub and the consummation by each of Parent and MergerSub of the Transactions Transactions, do not and will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, not (i) violate or conflict with any provision of their respective certificates of incorporation or bylaws or the comparable governing documents of any of its Subsidiaries, (ii) violate or conflict with any Law or Order applicable to the Company Parent or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; may be bound, (iiiii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or Permit, consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action bythe giving of any notice to, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; Entity, or (iv) require any consent result in a violation or breach of, notice to or other action by any Person underconflict with, constitute a default or breach or an event that, (with or without due notice or lapse of time or both, would constitute ) a default or breach under, or cause or permit give rise to any right of termination, cancelationcancellation or acceleration of, or result in the creation of any Encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or other change increase of any right or obligation or the a loss of any a material benefit under, any provision of the terms, conditions or provisions of any Company Material ContractContract to which Parent or any of its Subsidiaries is a party, except or by which Parent or any of its Subsidiaries may be bound, excluding in the case of clause clauses (iii) and (iv)) above, as has not hadconflicts, violations, breaches, defaults, rights of termination, cancellations, accelerations, increases, losses, creations and impositions of Encumbrances which would not be reasonably expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Strawberry Material Adverse Effect.

Consents and Approvals; No Violations. Except for in connection with or in compliance with (a) filing with as set forth on Schedule 4.3, assuming the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting truth and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3, (b) the applicable requirements accuracy of the Securities Act representations and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval warranties of the Company Board Buyer set forth in Section 4.2(a)5.3, (f) the affirmative vote no notices to, filings with, or authorizations, consents or approvals of the holders of any Person, including any Governmental Entity or any third party with whom any Seller has a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committeecontractual relationship, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), are necessary for the execution, delivery and or performance by the Company each Seller of this Agreement and or any of the Ancillary Documents to which a Seller is a party or the consummation by each Seller of the Transactions, except for (a) those the failure of which to obtain or make would not have a material adverse effect on Holdings Seller’s ownership of the Purchased Units at Closing, or Blocker’s ownership of the Blocker Units at Closing, or otherwise prevent or materially delay the Closing, and (b) those that may be required solely by reason of Buyer’s (as opposed to any other third party’s) participation in the Transactions, and (c) compliance with and filings under the HSR Act and any other applicable antitrust, competition or similar Law, rules regulations, Orders or decrees (including applicable terminations, suspensions, authorizations, Orders, grants, consents, permissions or approvals of Governmental Entities thereunder). Neither the execution, delivery nor performance by each Seller of this Agreement or the Ancillary Documents to which a Seller is a party nor the consummation by each Seller of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) conflict with, violate or result in any Law or Order applicable to the Company or breach of any provision of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; Sellers’ Governing Documents, (ii) require any notification to except as set forth on Schedule 4.3, result in a violation or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries breach of, or other ​ action by, any Governmental Authority; constitute (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without due notice or lapse of time or both, would constitute ) a default or breach under, or cause or permit give rise to any right of termination, cancelation, cancellation or acceleration or other change of any right or obligation or the loss of any benefit under, any provision of the terms, conditions or provisions of any Company Material Contractmaterial agreement to which a Seller is a party or (iii) violate any Order or Law applicable to any Seller, except which in the case of clause any of clauses (iv)ii) through EAST\134549672.25 43 (iii) above, as has not hadwould (A) have a material adverse effect on Holdings Seller’s ownership of the Purchased Units, and would not be reasonably expected to haveor Blocker’s ownership of the Blocker Units, individually or (B) otherwise prevent or materially delay the Closing in the aggregate, a Company Material Adverse Effectany manner.

Consents and Approvals; No Violations. Except for in connection with Assuming (i) the filings required under applicable Brazilian antitrust or in compliance with (a) filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxycompetition laws, the “Proxy Statement”Competition Act Canada (the "COMPETITION ACT") and the Certificate Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Merger 1976, as contemplated under Section 2.3amended (the "HSR ACT"), are made and the waiting periods thereunder (if applicable) have been terminated or expired, (bii) the prior notification and reporting requirements of the German Act Against Restraints in Competition and other antitrust laws of the member states of the European Union as may be applicable (collectively, the "EUROPEAN ANTITRUST LAWS") are satisfied and any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iii) the prior notification and reporting requirements of other antitrust or competition laws as may be applicable are satisfied and any antitrust filings/notifications which must or may be effected in countries having jurisdiction are made, (iv) the applicable requirements of the Securities Act and the Exchange Act are met, (v) the requirements under any applicable foreign or state securities or blue sky laws are met, (vi) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the BCL, are made, (vii) in the case of this Agreement the Company Shareholder Approval is received, and (viii) the requirements of any applicable state law relating to the transfer of contaminated property are met, the execution and delivery of this Agreement by the Company and the rules and regulations promulgated thereunder, as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance consummation by the Company of this Agreement the transactions contemplated hereby do not and the consummation will not: (A) violate or conflict with any provision of the Transactions will not, subject to Company's Certificate of Incorporation or the accuracy Company's By-Laws or the comparable governing documents of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, any of its Subsidiaries; (iB) violate or conflict with any Law statute, law, ordinance, rule or Order regulation (together, "LAWS") or any order, judgment, decree, writ, permit or license (together, "ORDERS"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "GOVERNMENTAL AUTHORITY") applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affectedmay be bound; (iiC) except as set forth in Section 5.04 of the Company Disclosure Letter, require any notification to or filing or registration by the Company or any of its Subsidiaries with, or permit, consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action bythe giving of any notice to, any Governmental Authority; or (iiiD) violate or conflict with any provision except as set forth in Section 5.04 of the Certificate of Incorporation Company Disclosure Letter, result in a violation or Bylaws; or (iv) require any consent breach of, notice to or other action by any Person underconflict with, constitute a default or breach or an event that, (with or without due notice or lapse of time or both, would constitute ) a default (or breach give rise to any right of termination, cancellation, payment or acceleration) under, or cause result in the creation of any Lien upon any of the properties or permit assets of the Company or any of its Significant Subsidiaries under, or give rise to any obligation, right of termination, cancelationcancellation, acceleration or other change increase of any right or obligation or the a loss of any a material benefit under, any provision of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, contract, lease, franchise agreement or other instrument or obligation of any kind ("CONTRACTS") to which the Company Material Contractor any of its Significant Subsidiaries is a party, except in or by which any such Person or any of its properties or assets are bound, excluding from the case of clause foregoing clauses (ivB), as has (C) and (D) conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Liens which could not had, and would not reasonably be reasonably expected to haveto, individually or in the aggregate, have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for in connection No filing with or in compliance with (a) filing with notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the SEC part of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3, (b) the applicable requirements any of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), XX Xxxxxxx Entities for the execution, delivery and performance by the Company XX Xxxxxxx of this Agreement and or the consummation by XX Xxxxxxx of the Transactions will nottransactions contemplated by this Agreement, subject except as may result from any facts or circumstances relating solely to the accuracy of Parent’s Purchaser or its Affiliates (as opposed to any other third party purchaser) and Merger Sub’s representations and warranties set forth in Section 5.9, except (i) violate any Law or Order applicable the filing of the First Certificate of Merger and Second Certificate of Merger with the DSOS pursuant to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; DGCL and the DLLCA, (ii) require compliance with any notification to or filing or registration by applicable requirements of the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental AuthorityHSR Act; (iii) violate compliance with any foreign, state or federal licenses or permits listed on Section 5.4 of the Company Disclosure Schedule; (iv) compliance with any applicable requirements of the Securities Act, the Exchange Act, the Advisers Act, the Investment Company Act and any other applicable state or federal securities Laws; or (v) any filings, notices, permits, authorizations, registrations, consents or approvals, the failure to make or obtain which would not reasonably be expected to be material to the XX Xxxxxxx Entities. Assuming compliance with or the making or receipt of, as applicable, the items described in clauses (i) through (iv) of the preceding sentence, neither the execution, delivery and performance of this Agreement by XX Xxxxxxx nor the consummation by XX Xxxxxxx of the transactions contemplated by this Agreement will (A) conflict with or result in any breach, violation or infringement of any provision of the Certificate respective articles of Incorporation incorporation or Bylaws; by-laws (or similar governing documents) of any of the XX Xxxxxxx Entities, (ivB) require any consent result in a breach, violation or infringement of, notice to or other action by any Person under, constitute a default or breach or an event that, (with or without due notice or lapse of time or both, would constitute ) a default (or breach undergive rise to the creation of any Lien and subject to the applicable terms and conditions of the LLC Agreement, or cause or permit any right of termination, cancelationamendment, acceleration cancellation or other change of any right or obligation or the loss of any benefit acceleration) under, any provision of the terms, conditions or provisions of any Company Material Contractmaterial Contract to which any of the XX Xxxxxxx Entities is bound or (C) violate or infringe, except in any material way, any Law applicable to any of the case XX Xxxxxxx Entities or any of clause (iv), as has not had, and would not be reasonably expected to have, individually their properties or in the aggregate, a Company Material Adverse Effectassets.

Consents and Approvals; No Violations. Except for in connection with None of the execution, delivery or in compliance with performance of this Agreement by the Company or the consummation by the Company of the Merger will (a) subject to the receipt of the Company Stockholder Approval and the filing of the certificate of merger with the SEC Delaware Secretary of a proxy statement relating to State in accordance with Delaware Law, conflict with or result in any breach of any provision of the Company Stockholders Meeting (as amended Governing Documents or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3any Subsidiary Governing Documents, (b) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or the permission, authorization, consent or approval of, any Governmental Authority (except for (i) the filing of the certificate of merger with respect to the Company Delaware Secretary of State in accordance with Delaware Law, (ii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act, (iii) filings as may be required with, submissions as may be necessary or advisable to, and/or permissions, authorizations, consents and approvals as may be required from, the FCC (including any review by Team Telecom Agencies in connection with the FCC approval), and any state utility commission or similar state Governmental Authority, (iv) filings and submissions as may be necessary or advisable to, and clearances, permits, authorizations, consents and approvals as may be required from, CFIUS or the CFIUS member agencies, (v) the filing with the SEC of its Subsidiaries (1) a Proxy Statement, and (2) such reports under Section 13(a) of the 1934 Act as may be required in connection with this Agreement and the Merger or (vi) any filings required by, and approvals required under, the rules and regulations of NASDAQ), (c) result in a modification, violation or breach of, or other ​ action by, any Governmental Authority; constitute (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute ) a default (or breach undergive rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration), or cause or permit terminationresult in the creation of any Liens on any material property, cancelation, acceleration right or other change asset of the Company or any right of its Subsidiaries, under any of the terms, conditions or obligation or the loss of any benefit under, any provision provisions of any Company Material Contract, or (d) violate any Applicable Law applicable to the Company, any Subsidiary of the Company or any of their respective material properties, rights or other assets; except in the case of clause clauses (ivb), as (c) or (d) where (x) any failure to obtain such permissions, authorizations, consents or approvals, (y) any failure to make such filings or (z) any such modifications, violations, rights, breaches, defaults, impairments, alterations or rights, has not had, had and would not reasonably be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for in connection None of the execution, delivery or performance of this Agreement by the Company or the Company Operating Partnership, the consummation by the Company of the Company Merger or any of the other Transactions, the consummation by the Company Operating Partnership of the Partnership Merger or any of the other Transactions, or compliance by the Company or the Company Operating Partnership with or in compliance with any of the provisions of this Agreement will (a) filing contravene, conflict with the SEC or result in any breach of a proxy statement relating to any provision of the Company Stockholders Meeting (as amended Governing Documents or supplemented form time to time, including the letter to stockholders, notice comparable organizational or governing documents of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3any Company Significant Subsidiary, (b) require any filing by the Company or any Company Significant Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental, quasi-governmental or other regulatory authority, instrumentality or agency, whether foreign, federal, state, local or supranational (a “Governmental Entity”) (except for (i) compliance with any applicable requirements of the Securities Act and the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunderthereunder (the “Exchange Act”), (ii) any filings as may be required under the MGCL, the DRULPA or the DLLCA in connection with the Mergers, (iii) such filings with the Securities and Exchange Commission (the “SEC”) as may be required to be made by the Company in connection with this Agreement and the Mergers, including (A) a joint proxy statement in preliminary and definitive form relating to the Company Stockholder Meeting and the Parent Stockholder Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and (B) a registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock in the Mergers will be registered pursuant to the Securities Act and in which the Joint Proxy Statement will be included (together with any amendments or supplements thereto, the “Form S-4”), (iv) compliance with any applicable requirements under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (v) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement or the Mergers, or (vi) such filings as may be required in connection with the Transactionsstate and local transfer Taxes), (c) state securities takeover and “blue sky” Lawsresult in a modification, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law violation or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries breach of, or other ​ action by, any Governmental Authority; constitute (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute ) a default (or breach undergive rise to any right, or cause or permit including, but not limited to, any right of termination, cancelationamendment, acceleration cancellation or other change of any right or obligation or the loss of any benefit acceleration) under, any provision of the terms, conditions or provisions of any Company Material ContractContract or Company Ground Lease, (d) violate any Order or Law applicable to the Company or any Company Subsidiaries or any of their properties, assets or operations, or (e) result in the creation or imposition of any Lien on any asset of the Company or any Company Subsidiaries; except in the case each of clause clauses (ivb), as (c), (d) or (e) where (x) any failure to obtain such permits, authorizations, consents or approvals, (y) any failure to make such filings or (z) any such modifications, violations, rights, impositions, breaches or defaults has not had, had and would not reasonably be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for in connection with or in compliance with (a) filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (for filings, permits, authorizations, consents and approvals as amended or supplemented form time to timemay be required under, including the letter to stockholders, notice of meeting and form of proxyother applicable requirements of, the Exchange Act, the Securities Act, and state securities or state “Proxy Statement”blue sky” laws, the HSR Act or any other antitrust law, (b) for filing of the Articles of Merger and the Certificate of Merger as contemplated under Section 2.3, (b) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board otherwise set forth in Section 4.2(a), (f) the affirmative vote 4.3 of the holders Parent Disclosure Schedule, none of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and or performance by the Company of this Agreement by each of Parent, MergerCo and Merger Partnership, the consummation by each of Parent, MergerCo and Merger Partnership of the Transactions will not, subject to the accuracy transactions contemplated hereby or compliance by each of Parent’s , MergerCo and Merger Sub’s representations and warranties set forth in Section 5.9, Partnership with any of the provisions hereof will (i) violate conflict with or result in any Law or Order applicable to breach of any provision of the Company or any organizational documents of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; Parent, (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, notice by, or permit, authorization, consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; Entity, (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent or notice under, result in a violation or breach of, notice to or other action by any Person under, constitute a default or breach or an event that, (with or without due notice or lapse of time or both, would constitute ) a default (or breach under, or cause or permit give rise to any right of termination, cancelation, acceleration cancellation or other change of any right or obligation or the loss of any benefit acceleration) under, any provision of the terms, conditions or provisions of any Company Material Contractnote, except in the case bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent, MergerCo or Merger Partnership is a party or by which it or any of clause its properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, MergerCo, Merger Partnership or any of its properties or assets, excluding from the foregoing clauses (ii), as has not had(iii) and (iv) such filings, and notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not be reasonably expected to havenot, individually or in the aggregate, reasonably be likely to have a Company Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for in connection with or in compliance with (a) filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3, (b) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a)Schedule 6.3, assuming (fi) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock that any filings required under the terms HSR Act are made and the waiting periods thereunder have been terminated or have expired, (ii) the receipt of the Series A-1 Certificate requisite approvals or clearances of Designations applicable foreign antitrust authorities, if any, and (collectivelyiii) the receipt of the necessary approvals of the Bankruptcy Court (including, without limitation, the “Transaction Approvals”Sale Procedures Order and Approval Order), the execution, execution and delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party by each of the Sellers and the consummation of the Transactions transactions contemplated hereby and thereby will notnot result in a violation or breach of, subject conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under, or result in the accuracy creation of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9any Lien on any of the properties or assets of any Transaction Party under (a) the respective charter or By-laws or other constituent documents of the Transaction Parties, (ib) violate any Law or Order applicable to the Company or by which any of its Subsidiaries Transaction Party is bound or by which any of their respective material properties or assets are bound bound, (c) any of the terms, conditions or affected; provisions of any material note, bond, mortgage, indenture, guarantee, license, franchise, permit, agreement, understanding arrangement, contract, commitment, lease, franchise agreement or other instrument or obligation (iiwhether oral or written) require (each, including all amendments thereto, a "CONTRACT") to which any notification to Seller is a party, or filing or registration by the Company which they or any of its Subsidiaries their respective properties or assets is bound and (d) will not require on the part of the Sellers any filing with, or consent permit, consent, waiver or approval with respect to the Company or any of its Subsidiaries of, or other ​ action bythe giving of any notice to, any Governmental Authority; Authority on or prior to the Closing Date excluding from the foregoing clauses (iiib) violate or conflict with any provision and (d) violations, filings, notices, consents and approvals, the absence of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute a default or breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any Company Material Contract, except in the case of clause (iv), as has not had, and which would not reasonably be reasonably expected to have, individually or result in the aggregate, a Company Material Adverse EffectEffect to such Seller.

Consents and Approvals; No Violations. Except for in connection with or in compliance with Assuming (ai) filing with the SEC of a proxy statement relating to ------------- ------------------------------------- filings required under the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) HSR Act are made and the Certificate of Merger as contemplated under Section 2.3waiting periods thereunder have been terminated or expired, (bii) the prior notification and reporting requirements of the European Antitrust Laws, if applicable, are satisfied and any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iii) the prior notification and reporting requirements of other antitrust or competition laws as may be applicable are satisfied and any antitrust filings/notifications which must be or may be effected in countries having jurisdiction are made, (iv) the applicable requirements of the Securities Act and the Exchange Act are met, (v) the requirements under any applicable foreign or state securities or blue sky laws are met, (vi) the requirements of the NYSE in respect of the listing of the shares of Parent Common Stock to be issued hereunder are met, (vii) the filing of the Articles of Merger and the rules and regulations promulgated thereunderother appropriate merger documents, if any, as may be required in connection with by the TransactionsVSCA, are made, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (dviii) the rules requirements of any applicable state law relating to the transfer of contaminated property are met and regulations of, and any filings with and approvals of, the NYSE American, (eix) the approval of the Company Board as otherwise set forth in Section 4.2(a), (f) the affirmative vote 6.04 of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special CommitteeParent Disclosure Schedule, the Company Board execution and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby donot and will not, subject to the accuracy : (A) violate or conflict with any provision of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, 's Articles of Incorporation or Parent's By-Laws or the comparable governing documents of any of its Significant Subsidiaries; (iB) violate or conflict with any Law Laws or Order Orders of any Governmental Authority applicable to the Company Parent or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affectedmay be bound; (iiC) except as provided above or as set forth in Section 6.04 of the Parent Disclosure Schedule, require any notification to or filing or registration by the Company or any of its Subsidiaries with, or permit, consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action bythe giving of any notice to, any Governmental Authority; or (iiiD) violate or conflict with any provision except as set forth in Section 6.04 of the Certificate of Incorporation Parent Disclosure Schedule, result in a violation or Bylaws; or (iv) require any consent breach of, notice to or other action by any Person underconflict with, constitute a default or breach or an event that, (with or without due notice or lapse of time or both, would constitute ) a default (or breach give rise to any right of termination, cancellation, payment or acceleration) under, or cause result in the creation of any Lien upon any of the properties or permit assets of Parent or any of its Subsidiaries under, or give rise to any obligation, right of termination, cancelationcancellation, acceleration or other change increase of any right or obligation or the a loss of any a material benefit under, any provision of the terms, conditions or provisions of any Company Material ContractContracts to which Parent or any of its Subsidiaries is a party, except in or by which any such Person or any of its properties or assets are bound, excluding from the case of clause foregoing clauses (ivB), as has not had(C) and (D) conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Liens which, and filings, permits, consents, approvals or notices, the failure to have made or received, would not reasonably be reasonably expected to haveto, individually or in the aggregate, have a Company Parent Material Adverse Effect; provided, however, that for purposes of this Section 6.04, the definition of -------- ------- "Parent Material Adverse Effect" shall be read so as not to include clause (ii)(B) thereof.

Consents and Approvals; No Violations. Except for in connection with or in compliance with (a) filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting The execution and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3, (b) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment delivery by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company Sellers of this Agreement and the Seller Ancillary Documents do not, and the consummation of the Transactions transactions contemplated hereby and thereby will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate conflict with, or result in any Law violation or Order applicable to the Company or breach of, any of its Subsidiaries or by which the provisions of the Organizational Documents of any of their respective material properties or assets are bound or affected; Seller, (ii) require any notification to conflict with or filing result in a material violation or registration by the Company breach of or any loss of its Subsidiaries witha material benefit under, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a material default or breach or an event that, (with or without notice or lapse of time or both, would constitute a default or breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit ) under, any provision material Assigned Contract or any other material Contract or Permit applicable to Sellers or the Business, (iii) except as indicated on Schedule 4.4(b) or 4.12, require any consent, approval or other authorization of, or filing with or notification to, any Person under any material Assigned Contract or any other material Contract or Permit applicable to Sellers or the Business, (iv) subject to the receipt or making of the consents, approvals, authorizations, and filings referred to in Section 4.3(b), contravene or conflict with, or result in any material violation or breach of, any Law applicable to Sellers or the Business, (v) give rise to any termination, cancellation, amendment or modification of rights of Sellers or acceleration of any Company Material of Sellers’ obligations under any Assigned Contract, except in as would not reasonably be expected to have a Material Adverse Effect, or (vi) cause the case creation or imposition of clause any Liens on any of the Purchased Assets, except for Permitted Liens. 22 (iv)b) Assuming all filings required under the HSR Act are made and any waiting periods thereunder have been terminated or expired, as has no other consent, approval, authorization of, or filing with or notification to, any Governmental Entity (other than (i) those which, if not hadsatisfied, and would not be reasonably expected material to havethe Business or (ii) as may be required by any Contract with Governmental Entities that are conducting business with Sellers), individually is necessary or in required by or with respect to the aggregateexecution, a Company Material Adverse Effect.delivery and performance of this Agreement and the Seller Ancillary Documents by Sellers, or the consummation by Sellers of the transactions contemplated hereby and thereby. 4.4

Consents and Approvals; No Violations. Except for in connection with or in compliance with Assuming (ai) filing with the SEC filings required under the Hart-Scott-Rodino Antitrust Improvements Act of a proxy statement relating to the Company Stockholders Meeting (1976, as amended (xxx "XXX XXX"), xnd any similar filings as may be required pursuant to Puerto Rico or supplemented form time to timeother Law, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) are made and the Certificate of Merger as contemplated under Section 2.3waiting periods thereunder (if applicable) have been terminated or expired, (bii) the prior notification, reporting, approval or consent requirements of other antitrust or competition Laws as may be applicable are satisfied and any antitrust filings/notifications that must or may be effected in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iii) the applicable requirements of the Securities Act and the Exchange Act are met, (iv) the requirements under any applicable foreign, state or Puerto Rico securities or blue sky Laws are met, (v) the filing of the Certificate of Merger and the rules and regulations promulgated thereunderother appropriate merger documents, if any, as may be required by the PRGCL, are made, and (vi) in connection with the Transactions, (c) state securities takeover case of this Agreement and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals ofCompany Shareholder Approval is received if necessary, the NYSE American, (e) execution and delivery of this Agreement by the approval Company and the consummation by the Company of the Company Board set forth transactions contemplated hereby (including the changes in Section 4.2(a), (f) the affirmative vote composition of the holders Company's Board of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (gDirectors) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement its obligations hereunder and the consummation performance of the Transactions Transaction Support Agreements do not and will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, : (iA) violate or conflict with any Law provision of the Company's Certificate of Incorporation (including Article TENTH thereof) or Order the Company's By-Laws or the comparable governing documents of any of its Subsidiaries; (B) cause the Company to violate or conflict with (x) any United States federal, state, foreign or Puerto Rico statute, law, ordinance, rule or regulation (together, "LAWS") or (y) any order, judgment, decree or writ (together, "ORDERS") of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, Puerto Rico, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "GOVERNMENTAL AUTHORITY") or (z) any Permit, in each case, applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affectedmay be bound; (iiC) require any notification to filing with, or filing permit, consent or registration approval of, or the giving of any notice to, any Governmental Authority by the Company; or (D) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries withunder, or consent give rise to any obligation, right of termination, cancellation, acceleration or approval with respect increase of any obligation or a loss of a benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, contract, understanding, arrangement, lease or other instrument, whether written or oral, ("CONTRACTS") to which the Company or any of its Subsidiaries ofis a party, or other ​ action by, by which any Governmental Authority; (iii) violate such Person or conflict with any provision of its properties or assets are bound. There are no third-party consents or approvals required to be obtained by the Company under the Contracts prior to the consummation of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action transactions contemplated by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute a default or breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any Company Material Contract, except in the case of clause (iv), as has not had, and would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effectthis Agreement.

Consents and Approvals; No Violations. Except for in connection with or in compliance with Assuming (a) filing with the SEC filings required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of a proxy statement relating to the Company Stockholders Meeting (1976, as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, (the “Proxy StatementHSR Act”) and any other applicable Antitrust Law, are made and the Certificate of Merger as contemplated under Section 2.3waiting periods thereunder (if applicable) have been terminated or expired, (b) the applicable requirements of the Securities Act and the Exchange Act and are met, including the rules and regulations promulgated thereunder, as may filing with the SEC of a proxy statement/information statement in definitive form that will be required mailed to Apple Shareholders in connection with the TransactionsApple Shareholders Meeting and will be mailed to the Parent Stockholders as an information statement in connection with the Spin Off (the “Proxy Statement”) and of a registration statement on Form S-4 (as amended or supplemented from time to time, the “Form S-4”) in which the Proxy Statement will be included, and the declaration of effectiveness of such Form S-4, (c) the requirements under any applicable state securities takeover and “or blue sky” Laws, as may be required in connection with the Mergersky laws are met, (d) the rules and regulations of, and any filings with and approvals of, requirements of the NYSE Americanor NASDAQ in respect of the listing of the shares of Hampton Class A Common Stock to be issued in connection with the consummation of the Transactions are met and notices to the NYSE or NASDAQ related to the Transactions are delivered, (e) the approval filing of the Company Board set forth in Section 4.2(a)Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL and the FBCA, are made, and (f) the affirmative vote of the holders filing of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committeereportable event filing required under ERISA is made, the Company Board execution and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the 10 Ancillary Agreements by Parent and Hampton, as applicable, and the consummation by Parent and Hampton of the Transactions Transactions, do not and will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, not (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of their respective certificates of incorporation or bylaws or the Certificate comparable governing documents of Incorporation any Subsidiary of Parent or Bylaws; Hampton, (ii) violate or conflict with any Law or Order applicable to Parent, Hampton or any Subsidiary of Parent or Hampton or by which any of their respective properties or assets may be bound, (iii) require any filing with, or Permit, consent or approval of, or the giving of any notice to, any Governmental Entity, or (iv) require any consent result in a violation or breach of, notice to or other action by any Person underconflict with, constitute a default or breach or an event that, (with or without due notice or lapse of time or both, would constitute ) a default or breach under, or cause or permit give rise to any right of termination, cancelationcancellation or acceleration of, or result in the creation of any Encumbrance upon any of the properties or assets of Hampton or any of its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or other change increase of any right or obligation or the a loss of any a material benefit under, any provision of the terms, conditions or provisions of any Company Material ContractContract to which Hampton or any of its Subsidiaries is a party or by which Hampton or any of its Subsidiaries may be bound, except excluding in the case of clause clauses (i) through (iv)) above, as has not hadconflicts, violations, breaches, defaults, rights of termination, cancellations, accelerations, increases, losses and creations and impositions of Encumbrances which would not be reasonably expected to havenot, individually or in the aggregate, reasonably be expected to have as to Parent, a Company Parent Material Adverse Effect or as to Hampton, a Hampton Material Adverse Effect.

Consents and Approvals; No Violations. Except for in connection with or in compliance with (a) filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3, (b) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote 4.3 of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special CommitteeDisclosure Letter, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectivelyno notices to, the “Transaction Approvals”)filings with, or authorizations, consents or approvals of, any Governmental Entity are necessary for the execution, delivery and or performance by the Company Seller of this Agreement and or the Ancillary Documents to which the Seller is a party or the consummation by the Seller of the Transactions will notTransactions, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, except for (i) violate any Law or Order applicable to compliance with and filings under _ the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; HSR Act and other Competition Laws, (ii) require any notification those the failure of which to obtain or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute a default or breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any Company Material Contract, except in the case of clause (iv), as has make have not had, had and would not reasonably be reasonably expected to have, individually or in the aggregate, a Company Seller Material Adverse Effect, and (iii) those that may be required solely by reason of Buyer’s (as opposed to any other third party’s) participation in the Transactions. Neither the execution, delivery or performance by the Seller of this Agreement or the Ancillary Documents to which the Seller is a party nor the consummation by the Seller of the Transactions will (a) conflict with or result in any breach of any provision of the Seller’s Governing Documents, (b) except as set forth in Section 4.3 of the Disclosure Letter, conflict with or result in any violation of or default (with or without notice of lapse of time, or both) under, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation, amendment or acceleration under, require notice to a third party under, require the payment of a penalty or increased fees under or result in the loss of a benefit under, any of the terms, conditions or provisions of any Contract or permit, license, approval, certificate or other authorization of or from any Governmental Entity, in each case to which the Seller is a party or (c) violate any order, writ, injunction, decree or Law of any Governmental Entity having jurisdiction over the Seller, which in the case of any of clauses (b) through (c) above, have had or would reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect.

Consents and Approvals; No Violations. Except for in connection with Assuming (i) the filings required under applicable Brazilian antitrust or in compliance with (a) filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxycompetition laws, the “Proxy Statement”) Competition Act and the Certificate of Merger as contemplated under Section 2.3HSR Act are made and the waiting periods thereunder (if applicable) have been terminated or expired, (bii) the prior notification and reporting requirements of the European Antitrust Laws are satisfied and any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iii) the prior notification and reporting requirements of other antitrust or competition laws as may be applicable are satisfied and any antitrust filings/notifications which must or may be effected in countries having jurisdiction are made, (iv) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactionsare met, (cv) the requirements under any applicable foreign or state securities takeover and “or blue sky” Laws, as may be required in connection with the Mergersky laws are met, (dvi) the rules and regulations of, and any filings with and approvals of, requirements of the NYSE American, (e) the approval in respect of the Company Board set forth in Section 4.2(a), (f) the affirmative vote listing of the holders of a majority of the outstanding shares of Parent Common Stock to adopt this Agreement be issued hereunder are met, (the “Company Stockholder Approval”); (gvii) the DGCL; filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the BCL, are made, and (hviii) the approval requirements of any applicable state law relating to the Series A-1 Amendment by the Special Committeetransfer of contaminated property are met, the Company Board execution and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby do not and will not, subject to the accuracy : (A) violate or conflict with any provision of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, 's Certificate of Incorporation or Parent's By-Laws or the comparable governing documents of any of its Subsidiaries; (iB) violate or conflict with any Law Laws or Order Orders of any Governmental Authority applicable to the Company Parent or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affectedmay be bound; (iiC) except as set forth in Section 6.04 of the Parent Disclosure Letter, require any notification to or filing or registration by the Company or any of its Subsidiaries with, or permit, consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action bythe giving of any notice to, any Governmental Authority; or (iiiD) violate or conflict with any provision except as set forth in Section 6.04 of the Certificate of Incorporation Parent Disclosure Letter, result in a violation or Bylaws; or (iv) require any consent breach of, notice to or other action by any Person underconflict with, constitute a default or breach or an event that, (with or without due notice or lapse of time or both, would constitute ) a default (or breach give rise to any right of termination, cancellation or acceleration) under, or cause result in the creation of any Lien upon any of the properties or permit assets of Parent or any of its Significant Subsidiaries under, or give rise to any obligation, right of termination, cancelationcancellation, acceleration or other change increase of any right or obligation or the a loss of any a material benefit under, any provision of the terms, conditions or provisions of any Company Material ContractContracts to which Parent or any of its Significant Subsidiaries is a party, except in or by which any such Person or any of its properties or assets are bound, excluding from the case of clause foregoing clauses (ivB), as has (C) and (D) conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Liens which could not had, and would not reasonably be reasonably expected to haveto, individually or in the aggregate, have a Company Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for in connection with or in compliance with (a) filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3, (b) the any applicable requirements of the Securities Act Act, the Exchange Act, Antitrust Laws, the Communications Act, the Satellite Act, the NYSE, the filing and recordation of articles and/or a certificate of merger with respect to the Merger as required by the DCBCA and the Exchange Act DGCL, respectively, any filings required by the Investment Canada Act, such filings and the rules and regulations promulgated thereunder, approvals as may be required in connection with under the Transactions, (c) state securities takeover and “"takeover" or "blue sky” Laws" Laws of various states, or as may be required in connection with contemplated by Section 6.19 hereof or otherwise by this Agreement, neither the Merger, (d) the rules execution and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and or the Carrier Acquisition Agreement by Lockheed Xxxxxx, Acquisition Sub or Offer Subsidiary, as the case may be, nor the consummation by Lockheed Xxxxxx, Acquisition Sub or Offer Subsidiary, as the case may be, of the Transactions any transaction contemplated hereby and thereby will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate conflict with or result in any Law breach of any provision of the charter or Order applicable to by-laws of Lockheed Xxxxxx or Acquisition Sub, or the Company limited liability company agreement or any certificate of its Subsidiaries or by which any formation of their respective material properties or assets are bound or affected; Offer Subsidiary, as the case may be, (ii) require on the part of Lockheed Xxxxxx, Acquisition Sub or Offer Subsidiary any notification to or filing or registration by the Company or any of its Subsidiaries with, or the obtaining of any permit, authorization, consent or approval with respect to the Company of, any Governmental Authority or any of its Subsidiaries other Person, (iii) result in a violation or breach of, or other ​ action by, any Governmental Authority; constitute (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without due notice or lapse of time or both, would constitute ) a default (or breach under, or cause or permit give rise to any right of termination, cancelationamendment, cancellation, acceleration or other change payment, or to the creation of a Lien) under any of the terms, conditions or provisions of any right note, mortgage, indenture, other evidence of indebtedness, guarantee, license, agreement or other contract, instrument or obligation to which Lockheed Xxxxxx or the loss any of its Subsidiaries is a party or by which any benefit underof them or any of their Assets may be bound, or (iv) violate any provision Law applicable to Lockheed Xxxxxx or any of its Subsidiaries or any Company Material Contractof their Assets, except in the case of clause for such requirements, defaults, rights or violations under clauses (ii), (iii) and (iv), as has not had, and ) above that would not reasonably be reasonably expected to have, individually or in the aggregate, have a Company Material Adverse EffectEffect on Lockheed Xxxxxx.

Consents and Approvals; No Violations. Except for in connection with or in compliance with (a) filing with Assuming the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting truth and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3, (b) the applicable requirements accuracy of the Securities Act representations and the Exchange Act warranties of Parent and the rules and regulations promulgated thereunder, as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board Merger Sub set forth in Section 4.2(a)6.3, (f) the affirmative vote no notices to, filings with, or authorizations, consents or approvals of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), any Governmental Entity are necessary for the execution, delivery or performance by the Company or its Subsidiaries of this Agreement or the Ancillary Documents to which the Company or its Subsidiaries are a party or the consummation by the Company or its Subsidiaries of the transactions contemplated hereby or thereby, except for (i) compliance with and filings under the Applicable Law with respect to competition, merger control, antitrust, fair trade or similar Applicable Law, and (ii) the filing of the Articles of Merger. Neither the execution, delivery or performance by the Company of this Agreement and or the Ancillary Documents to which it is a party, nor the consummation by the Company of the Transactions transactions contemplated hereby or thereby, will not, subject to (a) conflict with or result in any breach of any provision of the accuracy Company’s or any of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9its Subsidiaries’ Governing Documents, (ib) violate result in a violation or breach of, result in any Law loss of material rights or Order applicable additional obligations under, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of, or result in the payment of any additional amounts or consideration under, any material Permit or Material Contract to which the Company or any of its Subsidiaries is a party or by which any assets of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries withis bound, (c) violate any Order or consent Applicable Law or approval (d) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien upon any of the material assets of the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute a default or breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any Company Material ContractSubsidiaries, except in the case of clause the foregoing clauses (iv), b) or (c) as has not had, and would not reasonably be reasonably expected to haveresult in, individually or in the aggregate, a Company Material Adverse Effect. The disclosures on Schedule 4.5 of the Company Disclosure Schedules are the “Material Consents.” Material Contracts .

Consents and Approvals; No Violations. Except for in connection with or in compliance with (a) filing with VimpelCom has all requisite corporate power and authority to enter into this Agreement and to consummate the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as transactions contemplated under Section 2.3, (b) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative hereby. No vote of the holders of a majority of the outstanding any shares of Common Stock VimpelCom’s share capital is necessary to adopt approve this Agreement (and to consummate the “Company Stockholder Approval”); (g) the DGCL; transactions contemplated hereby. The execution and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will nottransactions contemplated hereby have been duly authorized by all necessary corporate action on VimpelCom’s part and no other corporate proceedings on VimpelCom’s part are necessary to authorize this Agreement and consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by VimpelCom and (assuming the due authorization, subject execution and delivery by the other parties hereto) constitutes a valid and binding obligation of VimpelCom, enforceable against VimpelCom in accordance with its terms, except to the accuracy extent enforcement is limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of Parent’s general applicability relating to or affecting creditors’ rights and Merger Sub’s representations by general equitable principles. 25 (b) Neither the execution and warranties set forth in Section 5.9delivery of the Original Agreement or this Agreement by it nor the consummation by it of the transactions contemplated hereby, nor compliance by it with any of the terms or provisions of the Original Agreement or this Agreement, has or will (i) violate any Law provision of VimpelCom’s bye-laws or Order applicable to the Company articles of association, bye-laws or equivalent organizational documents of any of its Material Subsidiaries or by which (ii) assuming that the VimpelCom Group Regulatory Approvals are duly obtained or made, (A) violate any Law applicable to VimpelCom or any other member of the VimpelCom Group or any of their respective material properties or assets are bound or affected; (iiB) require any notification to or filing or registration by the Company or any of its Subsidiaries violate, conflict with, or consent or approval with respect to the Company or any result in a breach of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute a default or breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the cancellation, suspension, non-renewal or termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any provision third party with respect to, or result in the creation of any Company Material ContractLien upon, (1) any Permit or (2) any of the respective properties or assets of any member of the VimpelCom Group under, any loan or credit agreement, note, mortgage, indenture, lease, or other agreement, obligation or instrument to which any member of the VimpelCom Group is a party, or by which they or any of their respective properties or assets may be bound or affected, except in the case of (with respect to clause (ivii)) for such violations, as has conflicts or breaches that have not had, had and would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity was or is required to be made or obtained by VimpelCom or any other member of the VimpelCom Group in connection with the execution and delivery of the Original Agreement or this Agreement by VimpelCom or the consummation by it of the transactions contemplated hereby, except for (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as are required to be made with or to, or obtained from, those other Governmental Entities regulating telecommunications and competition and antitrust Laws, which are set forth in Schedule 5.4(c) (the “VimpelCom Group Regulatory Approvals”) and (ii) any other such consent, approval, order or authorization of, or registration, declaration or filings, the failure of which to obtain or make would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. 5.5

Consents and Approvals; No Violations. Except as set forth on Schedule 2.1(e) (Third Party Consents-Beasley) and except for applicable requirxxxxxx of federal securities laws and state securities or blue sky laws, no filing with, and no permit, authorization, consent or approval of, any third party, public body or authority is necessary for the consummation by BFS, BTI or the Shareholders of the transactions described in connection this Agreement. Neither the execution and delivery of this Agreement by BFS, BTI or the Shareholders nor the consummation by BFS, BTI or the Shareholders of the transactions described herein, nor compliance by BFS, BTI or the Shareholders with or in compliance with any of the provisions hereof, will (a) filing conflict with or result in any breach of any provisions of the SEC Articles of a proxy statement relating to the Company Stockholders Meeting (as amended Incorporation or supplemented form time to time, including the letter to stockholders, notice Bylaws of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3BFS or BTI, (b) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law conflict with or Order applicable to the Company result in a violation or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; breach of, (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; constitute (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute ) a default or breach under, (iii) require BFS, BTI or cause the Shareholders to obtain any consent, approval or permit action of, make any filing with or give any notice (other than those that have been obtained or given) to any third party as a result or under the terms of, (iv) result in or give to any third party any right of termination, cancelationcancellation, acceleration or other change modification in or with respect to, (A) result in or give to any third party any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under or (B) result in the creation or imposition of any right or obligation Lien upon BFS, BTI or the loss Shareholders or any of any benefit their respective affiliates or their respective assets and properties under, any provision contract, license, permit, franchise or other agreement or instrument to which BFS, BTI or the Shareholders is a party or by which any of its assets or properties is bound, or that would prevent the consummation of the transactions contemplated thereby under, any of the terms, conditions or provisions of any Company Material Contractnote, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which the Shareholders, BFS, BTI or any of their respective Subsidiaries or affiliates of any of them, is a party or by which any of them or their properties or assets may be bound or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to BFS, BTI or any of their respective Subsidiaries, if any, and the Shareholders or any of their properties or assets, except in the case of clause clauses (iv)b) and (c) for violations, as has breaches or defaults which are not had, and would not be reasonably expected to have, individually or in the aggregateaggregate materially adverse to BFS, a Company Material Adverse EffectBTI and their respective Subsidiaries, if any.

Consents and Approvals; No Violations. Except for in connection None of the execution, delivery or performance of this Agreement by Parent or Merger Sub and delivery of the Plan of Merger by Merger Sub, the consummation by Parent or Merger Sub of the Merger or any of the other Transactions or compliance by Parent or Merger Sub with or in compliance with any of the provisions of this Agreement will (a) filing conflict with or result in any breach of any provision of the SEC memorandum and articles of a proxy statement relating to the Company Stockholders Meeting (as amended association of Parent or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3, Sub; (b) require any filing by Parent or Merger Sub with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Securities Act Exchange Act; (ii) the filing of the Plan of Merger with the Registrar of Companies of the Cayman Islands and the Exchange Act publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the Companies Act; (iii) such filings with the SEC as may be required to be made by Parent and Merger Sub in connection with this Agreement and the Transactions, including the filing of the Schedule 13E-3; (iv) such filings as may be required under the rules and regulations promulgated thereunder, of the OTC Market in connection with this Agreement or the Transactions; or (v) such filings as may be required in connection with the Transactions, state and local transfer Taxes); (c) state securities takeover and “blue sky” Lawsresult in a modification, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law violation or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries breach of, or other ​ action by, any Governmental Authority; constitute (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute ) a default (or breach undergive rise to any right, or cause or permit including any right of termination, cancelationamendment, acceleration cancellation or other change of any right or obligation or the loss of any benefit acceleration) under, any provision of the terms, conditions or provisions of any Company Material Contractagreement to which Parent or Merger Sub is a party; or (d) violate any Order or Law applicable to Parent, Merger Sub or any of their respective properties, assets or operations; except in the case each of clause clauses (ivb), as (c) or (d) where (A) any failure to obtain such permits, authorizations, consents or approvals; (B) any failure to make such filings; or (C) any such modifications, violations, rights, impositions, breaches or defaults has not had, had and would not reasonably be reasonably expected to haveto, individually or in the aggregate, a Company Material Adverse Effectprevent, materially delay or materially impede or impair the ability of Parent and Merger Sub to consummate the Merger and the other Transactions. Merger Sub has not created any fixed or floating security interests that are outstanding as of the date of this Agreement.

Consents and Approvals; No Violations. Except for as ------------------------------------- disclosed in connection Section 4.6 of the Company Disclosure Schedule, none of the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, or the consummation by the Company of the Transactions or compliance by the Company with any of the provisions hereof will (i) conflict with or result in compliance with any breach of any provision of the Company Organizational Documents or Subsidiary Organizational Documents, state securities or blue sky laws or the BCL, (aii) require any material filing by the Company or any Company Subsidiary with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, foreign or domestic (a "Governmental Entity") (except for (A) the filing with the SEC of a ------------------- the proxy statement relating to the Company Stockholders Special Meeting (as defined in Section 7.1(a)(i)) (such proxy statement, as amended or supplemented form from time to time, including the letter to stockholders, notice of meeting and form of proxy, the “"Proxy ----- Statement”") and the Certificate of Merger as contemplated such other statements and reports under Section 2.3, (b) the applicable requirements of the Securities Act and the Exchange --------- Act and the rules and regulations promulgated thereunder, as may be required in connection with this Agreement and the Transactions, (cB) state securities takeover and “blue sky” Laws, any filings as may be required under the BCL in connection with the Merger, (dC) any filings as may be required under the rules and regulations ofXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and any filings with and approvals ofapplicable foreign ------- competition, the NYSE Americanantitrust or investment laws, (eD) any filings as may be required with the approval of the Company Board set forth American Stock Exchange in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of connection with this Agreement and the consummation of Transactions and (E) any filings as may be required under state securities or "blue sky" laws in connection with this Agreement and the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9Transactions), (iiii) violate any Law result in a violation or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries breach of, or other ​ action by, any Governmental Authority; constitute (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without due notice or lapse of time or both, would constitute ) a default (or breach under, or cause or permit give rise to any right of termination, cancelationamendment, acceleration cancellation or other change of any right or obligation or the loss of any benefit acceleration) under, any provision of the terms, conditions or provisions of any material Company Material ContractAgreement (as defined below) or (iv) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Company Subsidiary or any of their respective properties or assets, except in the case of clause clauses (ii), (iii) and (iv), as has not hadfor any failures to make such filings and failures to obtain such permits, authorizations, consents or approvals and any such violations, breaches or defaults which would not be reasonably expected to havenot, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations under this Agreement or prevent or materially delay the consummation by the Company of the Transactions. As used in this Agreement, "Company Agreement" means any ----------------- note, bond, mortgage, lien, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any Company Subsidiary is a Company Material Adverse Effectparty or by which any of them or any of their respective properties or assets may be bound.

Consents and Approvals; No Violations. Except for in connection with Assuming (i) the filings required under applicable Brazilian antitrust or in compliance with (a) filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxycompetition laws, the “Proxy Statement”Competition Act Canada (the "Competition Act") and the Certificate Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Merger 1976, as contemplated amended (the "HSR Act"), are made and the waiting period thereunder (if applicable) has been terminated or has expired, (ii) voluntary notification under Section 2.3721 of the Defense Production Act of 1950, as amended ("Exon-Xxxxxx"), is made, (biii) the prior notification and reporting requirements of the German Act Against Restraints in Competition and other antitrust laws of the member states of the European Union as may be applicable (collectively, the "European Antitrust Laws") are satisfied and any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iv) the prior notification and reporting requirements of other antitrust or competition laws as may be applicable, are satisfied and any antitrust filings/notifications which must or may be effected in countries having jurisdiction are made, (v) the applicable requirements of the Securities Act and the Exchange Act are met, (vi) the requirements under any applicable foreign or state securities or blue sky laws are met, (vii) the filing of the Certificate of Merger and the rules and regulations promulgated thereunderother appropriate merger documents, if any, as may be required in connection with by the TransactionsBCL, are made, (cviii) state securities takeover in the case of this Agreement the Company Shareholder Approval is received, and “blue sky” Laws, as may be required in connection with the Merger, (dix) the rules and regulations of, and requirements of any filings with and approvals ofapplicable state law relating to the transfer of contaminated property are met, the NYSE American, (e) the approval execution and delivery of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special CommitteeAgreement, the Company Board Stock Option Agreement and the number of shares of Series A-1 Preferred Parent Stock required under Option Agreements by the terms of Company and the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance consummation by the Company of this Agreement the transactions contemplated hereby and the consummation thereby do not and will not: (A) violate or conflict with any provision of the Transactions will notCompany's Certificate of Incorporation, subject to or the accuracy Company's By-Laws or the comparable governing documents of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, any of its Subsidiaries; (iB) violate or conflict with any Law statute, law, ordinance, rule or Order regulation (together, "Laws") or any order, judgment, decree, writ, permit or license (together, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental Authority") applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affectedmay be bound; (iiC) except as set forth in Section 4.4 of the Company Disclosure Letter, require any notification to or filing or registration by the Company or any of its Subsidiaries with, or permit, consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action bythe giving of any notice to, any Governmental Authority; or (iiiD) violate or conflict with any provision except as set forth in Section 4.4 of the Certificate of Incorporation Company Disclosure Letter, result in a violation or Bylaws; or (iv) require any consent breach of, notice to or other action by any Person underconflict with, constitute a default or breach or an event that, (with or without due notice or lapse of time or both, would constitute ) a default (or breach give rise to any right of termination, cancellation, payment or acceleration) under, or cause result in the creation of any Lien upon any of the properties or permit assets of the Company or any of its Significant Subsidiaries under, or give rise to any obligation, right of termination, cancelationcancellation, acceleration or other change increase of any right or obligation or the a loss of any a material benefit under, any provision of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, contract, lease, franchise agreement or other instrument or obligation of any kind ("Contracts") to which the Company Material Contractor any of its Significant Subsidiaries is a party, except in or by which any such Person or any of its properties or assets are bound, excluding from the case of clause foregoing clauses (ivB), as has (C) and (D) conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Liens which could not had, and would not reasonably be reasonably expected to haveto, individually or in the aggregate, have a Company Material Adverse EffectEffect or prevent, materially impair, or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except (a)Except for in connection with (i) the notices, consents or in compliance with approvals, and filings or registrations, required to obtain the Requisite Regulatory Approvals, (aii) the filing with the SEC of a proxy statement relating to the Company Stockholders Meeting Merger Proxy Statement and the filing and declaration of effec tiveness of the Registration Statement, (as amended or supplemented form time to time, including iii) the letter to stockholders, notice filing of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3with the Secretary of State of the State of Delaware, (biv) such filings and approvals as are required to be made or obtained under the applicable requirements securities or "Blue Sky" Laws of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required various states in connection with the Transactionsissuance of the shares of Acquiror Common Stock pursuant to this Agreement, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (ev) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote listing of the holders of a majority of the outstanding shares of Acquiror Common Stock to adopt this Agreement be issued in the Merger on the NYSE, and (the “Company Stockholder Approval”); (gvi) the DGCL; and (hconsents of third parties under the Contracts listed in Section 6.4(a)(vi) the approval of the Series A-1 Amendment Acquiror Disclosure Schedule, no notices to, consents or approvals of, or filings or registrations with any Governmental Entity or with any self regulatory authority or with any third party are necessary in connection with the execution and delivery by the Special Committee, the Company Board each of Acquiror and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company HAC of this Agreement and the consummation by each of Acquiror and HAC of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute a default or breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any Company Material Contracttransactions contemplated hereby, except in for such notices, consents, approvals, filings or registrations, the case failure of clause (iv), as has not had, and which to be made or obtained would not be reasonably expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Acquiror. As of the date hereof, Acquiror knows of no reason why all Requisite Regulatory Approvals will not be obtained.

Consents and Approvals; No Violations. Except for in connection with or in compliance with (a) Except (i) as set forth in Schedule 4.3(a) of the disclosure schedule being delivered by the Buyer to the Sellers concurrently herewith (the "Buyer Disclosure Schedule"), (ii) the filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting Proxy Statement and form of proxy, the “Proxy Statement”) such other reports and the Certificate of Merger as contemplated information under Section 2.3, (b) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, (iii) such filings, authorizations, orders and approvals as may be required in connection with under foreign securities laws, state securities laws and the Transactionsrules of NASDAQ, (civ) state securities takeover such filings, notifications and “blue sky” Laws, authorizations as may be required in connection with by the MergerFrench Ministry of Economy and Finance, (dv) the rules and regulations ofconsent of the stockholders of Buyer, and any (vi) where the failure to obtain or make such consents, approvals, orders, authorizations or filings with and approvals ofwould not reasonably by likely to have a Buyer Material Adverse Effect, the NYSE American, (e) the approval none of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; execution and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and or the other Transaction Agreement by the Buyer or the consummation by the Buyer of the Transactions will nottransactions contemplated hereby or thereby do or will, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, directly or indirectly (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both), would (i) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws of, or any resolution adopted by the board of directors or the stockholders of the Buyer, (ii) result in a violation or breach of, or constitute a default (or breach give rise to any right of termination, cancellation, or acceleration) under, or cause or permit termination, cancelation, acceleration or other change of require any right or obligation or the loss of any benefit Consent under, any provision material indenture, license, Contract, agreement, or other instrument or obligation to which the Buyer or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, (iii) violate or contravene any Order or Law or Governmental Authorization applicable to the Buyer, any of its Subsidiaries or any of their respective properties or assets, (iv) require any filing with, or the obtaining of any Company Material Contractpermit, except in authorization, Consent or approval of, any Governmental Entity, or (v) require the case of clause Buyer to give any notice to, or obtain any Consent from, any Person (ivincluding any Governmental Entity), as has not had, and would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for in connection with or in compliance with Assuming (a) filing with the SEC of a proxy statement relating to filings required under the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) HSR Act are made and the Certificate of Merger as contemplated under Section 2.3waiting periods thereunder (if applicable) have been terminated or expired, (b) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactionsare met, (c) the requirements under any applicable state securities takeover and “or blue sky” Laws, as may be required in connection with the Mergersky laws are met, (d) the rules and regulations of, and any filings with and approvals of, requirements of the NYSE Americanin respect of the listing of the shares of JMS Common Stock to be issued hereunder are met, (e) the approval filing of the Company Board set forth in Section 4.2(a)Certificate of Merger and other appropriate merger documents, if any, as required by the Ohio Corporation Law, are made, and (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special CommitteeJMS Shareholder Approval is obtained, the Company Board execution and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements by JMS and the consummation by JMS of the Transactions do not and will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, : (i) violate or conflict with any provision of its articles of incorporation or code regulations or the comparable governing documents of JMS or any of JMS's Subsidiaries; (ii) violate or conflict with any Law or Order of any Governmental Entity applicable to the Company JMS or any of its JMS's Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authoritymay be bound; (iii) violate require any filing with, or conflict with Permit, consent or approval of, or the giving of any provision of the Certificate of Incorporation or Bylawsnotice to, any Governmental Entity; or (iv) require any consent result in a violation or breach of, notice to or other action by any Person underconflict with, constitute a default or breach or an event that, (with or without due notice or lapse of time or both, would constitute ) a default or breach under, or cause or permit give rise to any right of termination, cancelationcancellation or acceleration, or result in the creation of any Encumbrance upon any of the properties or assets of JMS or any of its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or other change increase of any right or obligation or the a loss of any a material benefit under, any provision of the terms, conditions or provisions of any Company Material ContractContract to which JMS or any of JMS's Subsidiaries is a party, except in or by which JMS or any of JMS's Subsidiaries or by which any of their respective properties or assets may be bound, excluding from the case foregoing clauses, conflicts, violations, breaches, defaults, rights of clause (iv)payment and reimbursement, as has not hadterminations, modifications, accelerations and creations and impositions of Encumbrances which would not have or reasonably be reasonably expected to have, individually or in the aggregate, a Company JMS Material Adverse Effect.

Consents and Approvals; No Violations. Except None of the execution, delivery or performance of this Agreement, the Stock Option Agreement or the Stock Purchase Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the Transactions, or compliance by Parent or Merger Sub with any of the provisions of this Agreement, the Stock Option Agreement and the Stock Purchase Agreement will (a) conflict with or result in any breach of any provision of the (i) certificate of incorporation, the bylaws or similar organizational documents of Parent or Merger Sub or (ii) state securities or blue sky laws, the OBCA or the Delaware General Corporation law, (b) require any filing by Parent or Merger Sub with, or permit, authorization, consent or approval of, any Governmental Authority (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the OBCA in connection with or in compliance with the Merger, (aiii) the filing with the SEC and Nasdaq of a proxy statement relating to (A) the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) Statement and the Certificate of Merger as contemplated Form S-4, and (B) such reports under Section 2.313(a), (b13(d) the applicable requirements or 15(d) of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with this Agreement, the Stock Option Agreement or the Stock Purchase Agreement and the Transactions, (civ) state securities takeover the FIRB Approval or (v) such filings and “blue sky” Laws, approvals as may be required in connection with the Mergerby any applicable state securities, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(ablue sky or takeover Laws), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (ic) violate any Law order, writ, injunction, decree, statute, rule or Order regulation applicable to the Company or Parent, any of its Subsidiaries (including, without limitation, Merger Sub) or by which any of their respective material properties or assets are bound or affected; (iid) require result in a breach of a default under any notification contract, note, bond, indenture, license, lease or other instrument to or filing or registration by the Company which Parent or any Subsidiary of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute a default or breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any Company Material ContractParent is bound, except in the case of clause (iva)(ii), as has not had(b), and (c) or (d) for such violations, breaches or defaults which would not reasonably be reasonably expected to haveexpected, individually or in the aggregate, to have a Company Parent Material Adverse Effect., to impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement, the Stock Option Agreement or the Stock Purchase Agreement or have a materially adverse effect or prevent or to materially delay the consummation of any the Transactions. A "

Consents and Approvals; No Violations. Except for in connection with None of the execution, delivery or in compliance with performance of this Agreement or the Related Agreements to which Newco is a party or the consummation of the transactions contemplated hereby and thereby by Newco will (a) filing with violate any provision of the SEC certificate of a proxy statement relating to the Company Stockholders Meeting limited partnership or limited partnership agreement (as amended or supplemented form time to time, including the letter to stockholders, notice other comparable governing documents) of meeting and form of proxy, the “Proxy Statement”) and the Certificate of Merger as contemplated under Section 2.3Newco, (b) require any Governmental Filings with any Governmental Authority, except for (i) filings with the applicable requirements of the Securities Act FTC and the Exchange Act DOJ pursuant to the HSR Act, and the rules and regulations promulgated thereunder, as may (ii) requirements of any foreign Regulatory Laws and Laws regulating trade or exchange or currency controls and (iii) such consents, waivers, approvals, authorizations, permits, filings or notifications which, if not obtained or made, would not, individually or in the aggregate, reasonably be required in connection with the Transactionsexpected to have a Newco Material Adverse Effect, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries conflict with, result in a violation or consent or approval with respect to the Company or any of its Subsidiaries breach of, or other ​ action by, any Governmental Authority; constitute (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute ) a default or breach under, or cause or permit give rise to any right of termination, cancelation, cancellation or acceleration or other change of any right obligation to repay or obligation or the a loss of any benefit to which Newco is entitled under, any provision of the terms, conditions or provisions of any Company Material Contractmaterial Contract to which Newco is a party or by which Newco or any of its properties or Assets may be bound, except in the case of clause (iv)such violations, as has not hadbreaches, defaults, terminations, cancellations and accelerations which would not be reasonably expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Newco Material Adverse Effect or (d) assuming the making of the Governmental Filings and obtaining of the related approval referred to in clause (b)(i) or (b)(ii) above, violate any Law applicable to Newco or by which any of its properties or Assets may be bound, except such violations which would not, individually or in the aggregate, reasonably be expected to have a Newco Material Adverse Effect.

Consents and Approvals; No Violations. Except for in connection with or in compliance with Assuming (ai) filing with the SEC of a proxy statement relating to filings required under the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) HSR Act are made and the Certificate of Merger as contemplated under Section 2.3waiting period thereunder has been terminated or has expired, (bii) the applicable requirements of the Securities Act relating to the issuance of the Equalnet Shares and the Exchange Act and relating to the rules and regulations promulgated thereunder, as may be proxy statement or information statement required in connection with the TransactionsStockholders' Meeting (the "PROXY STATEMENT"), are met, (ciii) state securities takeover the filing of the Articles of Merger and “blue sky” Lawsother appropriate merger documents, if any, as may be required in connection with by the NGCL, are made and (iv) approval of the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby by the stockholders of each of Equalnet and Merger Sub are duly obtained, the execution and delivery of this Agreement by Equalnet and Merger Sub and the consummation by Equalnet and Merger Sub of the Transactions transactions contemplated hereby will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, : (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iiiA) violate or conflict with any provision of the Certificate of Incorporation or BylawsBy-Laws of either Equalnet or Merger Sub; (B) violate or conflict with any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to Equalnet or any of its Subsidiaries or by which any of their respective properties or assets may be bound, except such violations or conflicts which could not reasonably be expected to have a Material Adverse Effect on Equalnet, (ivC) require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority, except such filings, permits, consents or approvals the failure to make or other action by any Person underobtain could not reasonably be expected to have a Material Adverse Effect on Equalnet or (D) result in a violation or breach of, conflict with, constitute a default or breach or an event that, (with or without due notice or lapse of time or both, would constitute ) a default (or breach give rise to any right of termination, cancellation, payment or acceleration) under, or cause result in the creation of any lien, security interest, charge or permit encumbrance upon any of the properties or assets of Equalnet or any of its Subsidiaries under, or give rise to any obligation, right of termination, cancelationcancellation, acceleration or other change increase of any right or obligation or the a loss of any a material benefit under, any provision of the terms, conditions or provisions of any Company Material Contractnote, bond, mortgage, indenture, license, franchise, permit, agreement, contract, lease, franchise agreement or other instrument or obligation to which Equalnet or any of its Subsidiaries is a party, or by which any such Person or any of its properties or assets are bound except in the case of clause (iv)such violations, as has breaches or defaults which could not had, and would not reasonably be reasonably expected to have, individually or in the aggregate, have a Company Material Adverse EffectEffect on Equalnet.

Consents and Approvals; No Violations. Except for in connection with or in compliance with Assuming (ai) filing with the SEC of a proxy statement relating to filings required under the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) HSR Act are made and the Certificate of Merger as contemplated under Section 2.3waiting periods thereunder (if applicable) have been terminated or expired, (bii) the prior notification and reporting requirements of the European Antitrust Laws are satisfied and any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iii) the prior notification and reporting requirements of other antitrust or competition laws as may be applicable are satisfied and any antitrust filings/notifications which must or may be effected in countries having jurisdiction are made, (iv) the applicable requirements of the Securities Act and the Exchange Act are met, (v) the requirements under any applicable foreign or state securities or blue sky laws are met, (vi) the filing of the Certificate of Merger and the rules and regulations promulgated thereunderother appropriate merger documents, if any, as may be required in connection with by the TransactionsDGCL, are made, and (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (dvii) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval stockholders of the Company Board set forth Parent have approved an increase in Section 4.2(a), (f) the affirmative vote authorized capital of the holders Parent and a waiver of a majority preemptive rights in order for the Parent to make an US $150 million equity offering (the "PARENT EQUITY OFFERING") of ordinary bearer shares, nominal value (0.01 per share, of the outstanding shares of Common Stock to adopt this Agreement Parent (the “Company Stockholder Approval”"PARENT ORDINARY SHARES"); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, execution and delivery and performance by the Company of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser of the Transactions transactions contemplated hereby do not and will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, : (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iiiA) violate or conflict with any provision of the Certificate governing documents of Incorporation Parent, Purchaser or Bylawsany of their respective Subsidiaries; (B) violate or conflict with any Laws or Orders of any Governmental Authority applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective properties or assets may be bound; (C) except as set forth in Section 6.3 of the Parent Disclosure Schedule, require any filing with, or permit, consent or approval of, or the giving of any notice to, any Governmental Authority; or (ivD) require any consent except as set forth in Section 6.3 of the Parent Disclosure Schedule, result in a violation or breach of, notice to or other action by any Person underconflict with, constitute a default or breach or an event that, (with or without due notice or lapse of time or both, would constitute ) a default (or breach give rise to any right of termination, cancellation or acceleration) under, or cause result in the creation of any Lien upon any of the properties or permit assets of Parent, Purchaser or any of their respective Subsidiaries under, or give rise to any obligation, right of termination, cancelationcancellation, acceleration or other change increase of any right or obligation or the a loss of any a material benefit under, any provision of the terms, conditions or provisions of any Company Material ContractContracts to which Parent, except in Purchaser or any of their respective Subsidiaries is a party, or by which any such Person or any of its properties or assets are bound, excluding from the case of clause foregoing clauses (ivB), as has (C) and (D) conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Liens which could not had, and would not reasonably be reasonably expected to haveto, individually or in the aggregate, have a Company Parent Material Adverse EffectEffect or impair Parent's or Purchaser's ability to consummate the transactions to be consummated by them pursuant to this Agreement. Parent has obtained and made available to the Company a valid, binding and enforceable commitment from Tor Petexx, Xxesident of Parent, that Mr. Xxxxxx xxxl vote all shares of Parent owned by him, and the shares of Parent owned by certain other shareholders for which he has received proxies, in favor of approving an increase in the autho- 39 44 rized capital of the Parent and a waiver of preemptive rights in order for the Parent to consummate the Parent Equity Offering by issuing a number of shares sufficient to receive the $150 million proceeds from the Parent Equity Offering, subject to condition (f) as set forth in Annex I to this Agreement.

Consents and Approvals; No Violations. Except for in connection with or in compliance with Assuming (a) filing with the SEC of a proxy statement relating to filings required under the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) HSR Act are made and the Certificate of Merger as contemplated under Section 2.3waiting periods thereunder (if applicable) have been terminated or expired, (b) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactionsare met, (c) the requirements under any applicable state securities takeover and “or blue sky” Laws, as may be required in connection with the Mergersky Laws are met, (d) the rules and regulations of, and any filings with and approvals of, requirements of the NYSE Americanin respect of the listing of the shares of RMT Partner Common Stock to be issued hereunder are met, (e) the approval filing of the Company Board set forth in Section 4.2(a)Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, are made, and (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special CommitteeRMT Partner Shareholder Approval is obtained, the Company Board execution and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the Other RMT Agreements by RMT Partner and Merger Sub, as applicable, and the consummation by RMT Partner and Merger Sub of the Transactions do not and will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, : (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of their respective articles of incorporation or code of regulations (or the Certificate comparable governing documents), (ii) violate or conflict with any Law or Order of Incorporation any Governmental Authority applicable to RMT Partner or BylawsMerger Sub or by which any of their respective properties or assets may be bound; (iii) require any filing with, or Permit, consent or approval of, or the giving of any notice to, any Governmental Authority; or (iv) require any consent result in a violation or breach of, notice to or other action by any Person underconflict with, constitute a default or breach or an event that, (with or without due notice or lapse of time or both, would constitute ) a default or breach under, or cause or permit give rise to any right of termination, cancelationcancellation or acceleration, or result in the creation of any Security Interest upon any of the properties or assets of RMT Partner or its Subsidiaries or give rise to any obligation, right of termination, cancellation, acceleration or other change increase of any right or obligation or the a loss of any a material benefit under, any provision of the terms, conditions or provisions of any Company Contract that would be required to be filed as a “material contract” (as such term is defined in item 601(b)(10) of Regulation S-K of the Commission) in an annual report on Form 10-K of RMT Partner if such Form 10-K was to be filed on the date of this agreement (or, for purposes of the closing condition in Section 6.03(c), as of the Closing Date) (an “RMT Partner Material Contract”), except excluding in the case of clause clauses (ii) through (iv)) above, as has not hadconflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Security Interests that would not reasonably be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effectan RMT Partner MAE.

Consents and Approvals; No Violations. Except for in connection with Assuming (i) the filings required under applicable Brazilian antitrust or in compliance with (a) filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxycompetition laws, the “Proxy Statement”Competition Act Canada (the "Competition Act") and the Certificate Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Merger 1976, as contemplated amended (the "HSR Act"), are made and the waiting period thereunder (if applicable) has been terminated or has expired, (ii) voluntary notification under Section 2.3721 of the Defense Production Act of 1950, as amended ("Exon-Fxxxxx"), is made, (biii) the prior notification and reporting requirements of the German Act Against Restraints in Competition and other antitrust laws of the member states of the European Union as may be applicable (collectively, the "European Antitrust Laws") are satisfied and any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iv) the prior notification and reporting requirements of other antitrust or competition laws as may be applicable, are satisfied and any antitrust filings/notifications which must or may be effected in countries having jurisdiction are made, (v) the applicable requirements of the Securities Act and the Exchange Act are met, (vi) the requirements under any applicable foreign or state securities or blue sky laws are met, (vii) the filing of the Certificate of Merger and the rules and regulations promulgated thereunderother appropriate merger documents, if any, as may be required in connection with by the TransactionsBCL, are made, (cviii) state securities takeover in the case of this Agreement the Company Shareholder Approval is received, and “blue sky” Laws, as may be required in connection with the Merger, (dix) the rules and regulations of, and requirements of any filings with and approvals ofapplicable state law relating to the transfer of contaminated property are met, the NYSE American, (e) the approval execution and delivery of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special CommitteeAgreement, the Company Board Stock Option Agreement and the number of shares of Series A-1 Preferred Parent Stock required under Option Agreements by the terms of Company and the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance consummation by the Company of this Agreement the transactions contemplated hereby and the consummation thereby do not and will not: (A) violate or conflict with any provision of the Transactions will notCompany's Certificate of Incorporation, subject to or the accuracy Company's By-Laws or the comparable governing documents of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, any of its Subsidiaries; (iB) violate or conflict with any Law statute, law, ordinance, rule or Order regulation (together, "Laws") or any order, judgment, decree, writ, permit or license (together, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental Authority") applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affectedmay be bound; (iiC) except as set forth in Section 4.4 of the Company Disclosure Letter, require any notification to or filing or registration by the Company or any of its Subsidiaries with, or permit, consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action bythe giving of any notice to, any Governmental Authority; or (iiiD) violate or conflict with any provision except as set forth in Section 4.4 of the Certificate of Incorporation Company Disclosure Letter, result in a violation or Bylaws; or (iv) require any consent breach of, notice to or other action by any Person underconflict with, constitute a default or breach or an event that, (with or without due notice or lapse of time or both, would constitute ) a default (or breach give rise to any right of termination, cancellation, payment or acceleration) under, or cause result in the creation of any Lien upon any of the properties or permit assets of the Company or any of its Significant Subsidiaries under, or give rise to any obligation, right of termination, cancelationcancellation, acceleration or other change increase of any right or obligation or the a loss of any a material benefit under, any provision of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, contract, lease, franchise agreement or other instrument or obligation of any kind ("Contracts") to which the Company Material Contractor any of its Significant Subsidiaries is a party, except in or by which any such Person or any of its properties or assets are bound, excluding from the case of clause foregoing clauses (ivB), as has (C) and (D) conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Liens which could not had, and would not reasonably be reasonably expected to haveto, individually or in the aggregate, have a Company Material Adverse EffectEffect or prevent, materially impair, or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for in connection with or in Assuming compliance with (a) filing with the SEC of a proxy statement relating matters referred to the Company Stockholders Meeting (as amended or supplemented form time in Section 4.4(iv)(A)-(E), and subject to time, including the letter to stockholders, notice of meeting and form of proxyobtaining Broadcom Shareholder Approval, the “Proxy Statement”) execution and delivery of this Agreement by Broadcom do not, and the Certificate of Merger as contemplated under Section 2.3, (b) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company Broadcom of this Agreement and the consummation by Broadcom of the Transactions transactions applicable to it contemplated hereby will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (i) violate any Law provision of the articles of incorporation or Order applicable to the Company or any bylaws of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; Broadcom, (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute conflict with or result in a default violation or breach of, or an event that, constitute (with or without due notice or lapse of time or both, would constitute ) a default (or breach under, or cause or permit give rise to any right of termination, cancelation, acceleration cancellation or other change acceleration) of Broadcom’s obligations under any right or obligation or the loss of any benefit under, any provision of any Company Material Contract, except (iii) violate any Law applicable to Broadcom, any of its Subsidiaries or any of their properties or assets or (iv) other than in connection with or compliance with (A) the Laws of the State of California, (B) the HSR Act, other Antitrust Laws and CFIUS, (C) Nasdaq Rules and listing standards, (D) the Exchange Act and (E) the Securities Act, require Broadcom or any of its Subsidiaries to make any filing or registration with or notification to, or to obtain any authorization, consent or approval of any Governmental Entity; except, (x) in each case, as set forth in Section 4.4 of the Broadcom Disclosure Schedule or (y) in the case of clause clauses (ii), (iii) and (iv), as has not hadfor such violations, and breaches, defaults or rights of termination, cancellation, or acceleration of Broadcom’s obligations that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, (1) would not reasonably be reasonably expected to have, either individually or in the aggregate, a Company Broadcom Material Adverse EffectEffect and would not materially adversely affect the ability of Broadcom to consummate the transactions contemplated hereby, or (2) would occur or be required as a result of the business or activities in which Avago or its Subsidiaries (including the other Avago Parties) is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, Avago or its Subsidiaries (including the other Avago Parties).

Consents and Approvals; No Violations. Except for in connection with or in compliance with Assuming (ai) filing with the SEC filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of a proxy statement relating to the Company Stockholders Meeting (1976, as amended (the "HSR ACT"), are made and the waiting periods thereunder (if applicable) have been terminated or supplemented form time to timeexpired, including (ii) the letter to stockholders, notice prior notification and reporting requirements of meeting and form the antitrust laws of proxythe member states of the European Union as may be applicable (collectively, the “Proxy Statement”"EUROPEAN ANTITRUST LAWS") are satisfied and any antitrust filings/notifications which must or may be effected at the Certificate of Merger as contemplated under Section 2.3national level in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (biii) the prior notification and reporting requirements of other antitrust or competition laws as may be applicable are satisfied and any antitrust filings/notifications which must or may be effected in countries having jurisdiction are made, (iv) the applicable requirements of the Securities Act and the Exchange Act are met, (v) the requirements under any applicable foreign or state securities or blue sky laws are met, (vi) the filing of the Certificate of Merger and the rules and regulations promulgated thereunderother appropriate merger documents, if any, as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) by the DGCL; , are made and (hvii) in the approval case of the Series A-1 Amendment by the Special Committeethis Agreement, the Company Board Shareholder Approval is received, the execution and delivery of this Agreement by the Company and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance consummation by the Company of this Agreement and the consummation transactions contemplated hereby (including the changes in the composition of the Transactions Board of Directors of the Company) do not and will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, : (iA) violate or conflict with any Law provision of the Company's Certificate of Incorporation or Order the Company's By-Laws or the comparable governing documents of any of its Subsidiaries; (B) violate or conflict with any statute, law, ordinance, rule or regulation (together, "LAWS") or any order, judgment, decree, writ, permit or license (together, "ORDERS"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "GOVERNMENTAL AUTHORITY") applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affectedmay be bound; (iiC) except as set forth in Section 5.4 of the Company Disclosure Schedule, require any notification filing with, or permit, consent or approval of, or the giving of any notice to, any Governmental Authority; or (D) except as set forth in Section 5.4 of the Company Disclosure Schedule, result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or filing acceleration) under, or registration by result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries withunder, or consent give rise to any obligation, right of termination, cancellation, acceleration or approval with respect increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, contract, lease or other instrument or obligation of any kind ("CONTRACTS") to which the Company or any of its Subsidiaries ofis a party, or other ​ action byby which any such Person or any of its properties or assets are bound, any Governmental Authority; excluding from the foregoing clauses (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute a default or breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any Company Material Contract, except in the case of clause (ivB), as has (C) and (D) conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Liens which could not had, and would not reasonably be reasonably expected to haveto, individually or in the aggregate, have a Company Material Adverse EffectEffect or prevent the consummation of any of the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for in connection with or in compliance with Assuming (a) filing with the SEC filings required under the Harx-Xxxxx-Xxxxxx Xxtitrust Improvement Act of a proxy statement relating to the Company Stockholders Meeting (1976, as amended or supplemented form time to time(the "HSR ACT"), including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) are made and the Certificate of Merger as contemplated under Section 2.3waiting periods thereunder (if applicable) have been terminated or expired, (b) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Transactionsare met, (c) the requirements under any applicable state securities takeover and “or blue sky” Laws, as may be required in connection with the Mergersky laws are met, (d) the rules and regulations ofrequirements of the NYSE in respect of the listing of the shares of Surviving Corporation Common Stock to be issued hereunder are met, and any filings with and approvals of, the NYSE American, (e) the approval filing of the Company Board set forth in Section 4.2(a)Certificate of Merger and other appropriate merger documents, (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment if any, as required by the Special CommitteeOhio Corporation Law, are made, the Company Board execution and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements by P&G and Newco, as applicable, and the consummation by P&G and Newco of the Transactions do not and will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, : (i) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of their respective articles of incorporation or code of regulations, (ii) violate or conflict with any Law or Order of any Governmental Entity applicable to P&G or Newco or by which any of their respective properties or assets that will be contributed to Newco pursuant to the Certificate Contribution Agreement may be bound; (iii) require any filing with, or Permit, consent or approval of, or the giving of Incorporation or Bylawsany notice to, any Governmental Entity; or (iv) require any consent result in a violation or breach of, notice to or other action by any Person underconflict with, constitute a default or breach or an event that, (with or without due notice or lapse of time or both, would constitute ) a default or breach under, or cause or permit give rise to any right of termination, cancelationcancellation or acceleration, or result in the creation of any Encumbrance upon any of the properties or assets of P&G and its Subsidiaries that will be contributed to Newco pursuant to the Contribution Agreement or give rise to any obligation, right of termination, cancellation, acceleration or other change increase of any right or obligation or the a loss of any a material benefit under, any provision of the terms, conditions or provisions of any Company Material ContractContract to which P&G or Newco is a party that will be contributed to Newco pursuant to the Contribution Agreement, except or by which Newco or the properties or assets that will be contributed to Newco pursuant to the Contribution Agreement may be bound, excluding in the case of clause clauses (i) through (iv)) above, as has not hadconflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Encumbrances which would not have or reasonably be reasonably expected to have, individually or in the aggregate, a Company Jif/Crisco Material Adverse Effect.

Consents and Approvals; No Violations. Except for in connection with or in compliance with Assuming (ai) filing with the SEC filings required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of a proxy statement relating to the Company Stockholders Meeting (1976, as amended (the "HSR ACT"), are made and the waiting periods thereunder (if applicable) have been terminated or supplemented form time to timeexpired, including (ii) the letter to stockholders, notice prior notification and reporting requirements of meeting and form the antitrust laws of proxythe member states of the European Union as may be applicable (collectively, the “Proxy Statement”"EUROPEAN ANTITRUST LAWS") are satisfied and any antitrust filings/notifications which must or may be effected at the Certificate of Merger as contemplated under Section 2.3national level in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (biii) the prior notification and reporting requirements of other antitrust or competition laws as may be applicable are satisfied and any antitrust filings/notifications which must or may be effected in countries having jurisdiction are made, (iv) the applicable requirements of the Securities Act and the Exchange Act are met, (v) the requirements under any applicable foreign or state securities or blue sky laws are met, (vi) the filing of the Certificate of Merger and the rules and regulations promulgated thereunderother appropriate merger documents, if any, as may be required in connection with the Transactions, (c) state securities takeover and “blue sky” Laws, as may be required in connection with the Merger, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(a), (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) by the DGCL; , are made and (hvii) in the approval case of the Series A-1 Amendment by the Special Committeethis Agreement, the Company Board Shareholder Approval is received, the execution and delivery of this Agreement by the Company and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance consummation by the Company of this Agreement and the consummation transactions contemplated hereby (including the changes in the composition of the Transactions Board of Directors of the Company) do not and will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, : (iA) violate or conflict with any Law provision of the Company's Certificate of Incorporation or Order the Company's By-Laws or the comparable governing documents of any of its Subsidiaries; (B) violate or conflict with any statute, law, ordinance, rule or regulation (together, "LAWS") or any order, judgment, decree, writ, permit or license (together, "ORDERS"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "GOVERNMENTAL AUTHORITY") applicable to the Company or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affectedmay be bound; (iiC) except as set forth in Section 5.4 of the Company Disclosure Schedule, require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute a default or breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any Company Material Contract, except in the case of clause (iv), as has not had, and would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.or

Consents and Approvals; No Violations. Except for in connection None of the execution, delivery or performance of this Agreement and the Stock Purchase Agreements by Parent or the Purchaser, the consummation by Parent or the Purchaser of the Transactions, or compliance by Parent or the Purchaser with any of the 40 provisions hereof or in compliance with thereof will (a) conflict with or result in any breach of any provision of (x) the organizational documents of Parent or the certificate of incorporation or bylaws of the Purchaser or (y) state securities or blue sky laws or the DGCL, (b) require any filing by Parent or the Purchaser with, or permit, authorization, consent or approval of, any Governmental Authority (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filing pursuant to the DGCL, (iii) the filing or deemed filing with the SEC and Nasdaq of a proxy statement relating to (A) the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”, and (B) and the Certificate of Merger as contemplated such reports under Section 2.3, (b13(a) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with this Agreement, the Stock Purchase Agreements and the Transactions, or (civ) state securities takeover such filings and “blue sky” Laws, approvals as may be required in connection with the Mergerby any applicable state securities, (d) the rules and regulations of, and any filings with and approvals of, the NYSE American, (e) the approval of the Company Board set forth in Section 4.2(ablue sky or takeover Laws), or (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special Committee, the Company Board and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, (ic) violate any Law order, writ, injunction, decree, statute, rule or Order regulation applicable to the Company or Parent, any of its Subsidiaries (including, without limitation, the Purchaser) or by which any of their respective material properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action by, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; or (iv) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute a default or breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any Company Material Contractassets, except in the case of clause (iva)(y), as has not had(b) or (c) such violations, and breaches or defaults which would not reasonably be reasonably expected to haveexpected, individually or in the aggregate, a Company Material Adverse Effectto impair in any material respect the ability of each Parent and the Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactions.

Consents and Approvals; No Violations. Except for in connection with or in compliance with Assuming (a) filing with the SEC of a proxy statement relating to filings required under the Company Stockholders Meeting (as amended or supplemented form time to time, including the letter to stockholders, notice of meeting HSR Act and form of proxy, the “Proxy Statement”) any other applicable Antitrust Law are made and the Certificate of Merger as contemplated under Section 2.3waiting periods thereunder (if applicable) have been terminated or expired, (b) the applicable requirements of the Securities Act and the Exchange Act are met, including the filing with the SEC of the Proxy Statement and the rules Form S-4 in which the Proxy Statement will be included, and regulations promulgated thereunder, as may be required in connection with the Transactionsdeclaration of effectiveness of such Form S-4, (c) the requirements under any applicable state securities takeover and “or blue sky” Laws, as may be required in connection with the Mergersky laws are met, (d) the rules and regulations of, and any filings with and approvals of, requirements of the NYSE Americanor NASDAQ in respect of the listing of the shares of Hampton Class A Common Stock to be issued in connection with the consummation of the Transactions are met and notices to the NYSE or NASDAQ related to the Transactions are delivered, (e) the approval filing of the Company Board set forth in Section 4.2(a)Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL and the FBCA, are made, and (f) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt this Agreement (the “Company Stockholder Approval”); (g) the DGCL; and (h) the approval of the Series A-1 Amendment by the Special CommitteeApple Shareholder Approval is obtained, the Company Board execution and the number of shares of Series A-1 Preferred Stock required under the terms of the Series A-1 Certificate of Designations (collectively, the “Transaction Approvals”), the execution, delivery and performance by the Company of this Agreement by Apple and the consummation by Apple of the Transactions Transactions, do not and will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 5.9, not (i) violate or conflict with any provision of its articles of incorporation or bylaws or the comparable governing documents of any of its Subsidiaries, (ii) violate or conflict with any Law or Order applicable to the Company Apple or any of its Subsidiaries or by which any of their respective material properties or assets are bound or affected; may be bound, (iiiii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or Permit, consent or approval with respect to the Company or any of its Subsidiaries of, or other ​ action bythe giving of any notice to, any Governmental Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or Bylaws; Entity, or (iv) require any consent result in a violation or breach of, notice to or other action by any Person underconflict with, constitute a default or breach or an event that, (with or without due notice or lapse of time or both, would constitute ) a default or breach under, or cause or permit give rise to any right of termination, cancelationcancellation or acceleration of, or result in the creation of any Encumbrance upon any of the properties or assets of Apple or any of its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or other change increase of any right or obligation or the a loss of any a material benefit under, any provision of the terms, conditions or provisions of any Company Material ContractContract to which Apple or any of its Subsidiaries is a party, except or by which Apple or any of its Subsidiaries may be bound, excluding in the case of clause clauses (i) through (iv)) above, as has not hadconflicts, violations, breaches, defaults, rights of termination, cancellations, accelerations, increases, losses, creations and impositions of Encumbrances which would not be reasonably expected to havenot, individually or in the aggregate, a Company reasonably be expected to have an Apple Material Adverse Effect.