Common use of Corporate Matters; No Conflict Clause in Contracts

Corporate Matters; No Conflict. Each of Parent and Subsidiary is a corporation duly organized, validly existing and in good standing under the Laws of the state where it was incorporated. Each of Parent and Subsidiary has the authority and power, corporate or otherwise, to carry on all business activities in the places and in the manner currently conducted by it. Each of Parent and Subsidiary has the corporate power and authority to enter into this Agreement and the Ancillary Agreements to be executed and delivered by it, and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the Ancillary Agreements by each of Parent and Subsidiary have been approved by all necessary corporate action. This Agreement and the Ancillary Agreements to be executed and delivered by each of Parent and Subsidiary constitute, or in the case of the Ancillary Agreements, upon their execution and delivery by each of Parent and Subsidiary, as applicable, will constitute, valid and legally binding obligations of each of Parent and Subsidiary, enforceable against each in accordance with the respective terms except as such enforceability may be limited by bankruptcy and other Laws generally affecting the rights of creditors, and general principles of equity. The execution, delivery and performance of this Agreement and the Ancillary Agreements to be executed and delivered by each of Parent and Subsidiary, as applicable, the consummation of the transactions contemplated hereby, and the compliance herewith: (i) do not, and will not violate, conflict with or result in the breach of, or default under, any term, condition or provision of, give rise to any right to terminate, cancel, modify, accelerate or otherwise change the existing rights or obligations of such party with respect to, (A) any Laws which are applicable to each of Parent and Subsidiary, the Business and/or the Purchased Assets, (B) any Order which is applicable to each of Parent and Subsidiary, the Business and/or the Purchased Assets, (C) the charter documents of each of Parent and Subsidiary or any securities issued by Parent or Subsidiary, or (D) Authorization of any Governmental Authority, or any material agreement, or other material instrument, document or understanding, oral or written, to which Parent or Subsidiary is a party, by which Parent or Subsidiary may have rights or by which any of the Purchased Assets may be bound or affected. No Authorization or other action of, or registration, declaration, recording or filing with, any Governmental Authority or other person is required in connection with the execution and delivery of this Agreement and/or any Ancillary Agreement to be executed and delivered pursuant hereto by each of Parent and Subsidiary, as applicable, and/or the consummation by each of Parent and Subsidiary of the transactions contemplated hereby.

Corporate Matters; No Conflict. Each of Parent and Subsidiary Seller is a corporation limited liability company duly organizedformed, validly existing and in good standing under the Laws of the state where it was incorporated. Each State of Parent Texas and Subsidiary has the authority and power, corporate or and otherwise, to carry on all business activities the Business in the places and in the manner currently conducted by itpresently conducted. Each of Parent and Subsidiary Seller has the corporate power and authority to enter into this Agreement and the Ancillary Agreements all other agreements and documents to be executed and delivered pursuant to this Agreement (the “Ancillary Agreements”) by it, Seller and to consummate the transactions contemplated hereby. The execution, delivery, delivery and performance of this Agreement and Agreement, the Ancillary Agreements to be executed by each Seller, and the consummation of Parent and Subsidiary the transactions contemplated hereby have been approved by all necessary corporate actionaction of Seller. This Agreement and the Ancillary Agreements to be executed and delivered by each of Parent and Subsidiary Seller constitute, or or, in the case of the such Ancillary AgreementsAgreements that are not executed as of Closing, upon their the execution and delivery of such agreements by each of Parent and Subsidiary, as applicableSeller, will constitute, valid and legally binding obligations of each of Parent and SubsidiarySeller, enforceable against each it in accordance with the respective terms of such agreements, except as such enforceability may be limited by bankruptcy and other Laws generally affecting the rights of creditors, and general principles of equity. The To the knowledge of Seller, there are no material adverse environmental liabilities associated with the Business or the Purchased Assets. To the knowledge of Seller, except as set forth in Schedule 3.1, the execution, delivery and performance of this Agreement and the such Ancillary Agreements to be executed by Seller, and delivered by each of Parent and Subsidiary, as applicable, the consummation of the transactions contemplated hereby, and the compliance herewith: (i) do not, not and will not violate, conflict with with, or result in the breach of, or default under, under any term, condition or provision of, give rise to any right to terminate, cancel, modify, accelerate or otherwise change the existing rights or obligations of such party with respect to, (A) any Laws domestic or foreign federal, state or local statute, law, ordinance, rule, administrative interpretation, regulation, policy, guideline or other requirement of or by any Governmental Authority, each as amended through the date hereof (collectively, “Laws”) which are applicable to each of Parent and Subsidiarythe Seller, the Business and/or the Purchased Assets, (B) any Order judgment, order, writ, injunction, decree, directive or award of any arbitrator or Governmental Authority (collectively, an “Order”) which is applicable to each of Parent and Subsidiarythe Seller, the Business and/or the Purchased Assets, (C) the charter documents of each of Parent and Subsidiary Seller or any securities issued by Parent or SubsidiarySeller, or (D) Authorization any authorization, approval, consent, qualification, permit or license (collectively, an “Authorization”) of any Governmental Authority, or any material agreement, or other material instrument, document or understanding, oral or written, to which Parent or Subsidiary the Seller is a party, by which Parent or Subsidiary Seller may have rights or by which any of the Purchased Assets may be bound or affected; or (ii) result in the creation or imposition of any Encumbrance, excluding Permitted Encumbrances, on the Purchased Assets. No Authorization or other action of, or registration, declaration, recording or filing with, any Governmental Authority or other person (other than the approval of the managers and members of Seller) is required in connection with (i) the execution and delivery of this Agreement and/or and any Ancillary Agreement Agreements to be executed and delivered pursuant hereto this Agreement by each of Parent and Subsidiary, as applicable, Seller and/or (ii) the consummation by each of Parent and Subsidiary Seller of the transactions contemplated hereby.

Corporate Matters; No Conflict. Each of Parent and Subsidiary Buyer is a corporation duly organized, validly existing and in good standing under the Laws laws of the state where it was incorporated. Each of Parent and Subsidiary Buyer has the authority and power, corporate or otherwise, to carry on all business activities in the places and in the manner currently conducted by it. Each of Parent and Subsidiary Buyer has the corporate power and authority to enter into this Agreement and the Ancillary Agreements to be executed and delivered by it, it and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the Ancillary Agreements by each of Parent and Subsidiary Buyer have been approved by all necessary corporate action. This Agreement and the Ancillary Agreements to be executed and delivered by each of Parent and Subsidiary Buyer constitute, or in the case of the Ancillary Agreements, upon their execution and delivery by each of Parent and Subsidiary, as applicableBuyer, will constitute, valid and legally binding obligations of each of Parent and SubsidiaryBuyer, enforceable against each it in accordance with the their respective terms except as such enforceability may be limited by bankruptcy and other Laws generally affecting the rights of creditors, creditors and general principles of equity. The execution, delivery and performance of this Agreement and the Ancillary Agreements to be executed and delivered by each of Parent and Subsidiary, as applicableBuyer, the consummation of the transactions contemplated hereby, and the compliance herewith, by Buyer: (i) do does not, and will not violate, conflict with or result in the breach of, or default under, any term, condition or provision of, give rise to any right to terminate, cancel, modify, accelerate or otherwise change the existing rights or obligations of such party with respect to, (Aa) any Laws which are is applicable to each of Parent and Subsidiary, the Business and/or the Purchased AssetsBuyer, (Bb) any Order which is applicable to each of Parent and Subsidiary, the Business and/or the Purchased AssetsBuyer, (Cc) the charter documents of each of Parent and Subsidiary Buyer or any securities issued by Parent or SubsidiaryBuyer, or (Dd) any Authorization of any Governmental Authority, or any material agreement, or other material instrument, document or understanding, oral or written, to which Parent or Subsidiary Buyer is a party, by which Parent or Subsidiary may have rights or by which any of the Purchased Assets may be bound or affected. No Authorization or other action of, or registration, declaration, recording or filing with, any Governmental Authority or other person is required in connection with the execution and delivery of this Agreement and/or any Ancillary Agreement to be executed and delivered pursuant hereto by each of Parent and Subsidiary, as applicable, Buyer and/or the consummation by each of Parent and Subsidiary Buyer of the transactions contemplated hereby.

Corporate Matters; No Conflict. Each of Parent and Subsidiary Buyer is a corporation duly organized, validly existing and in good standing under the Laws laws of the state where it was incorporated. Each of Parent and Subsidiary Buyer has the authority and power, corporate or otherwise, to carry on all business activities in the places and in the manner currently conducted by it. Each of Parent and Subsidiary Buyer has the corporate power and authority to enter into this Agreement and the Ancillary Agreements to be executed and delivered by it, it and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the Ancillary Agreements by each of Parent and Subsidiary Buyer have been approved by all necessary corporate action. This Agreement and the Ancillary Agreements Documents to be executed and delivered by each of Parent and Subsidiary Buyer constitute, or in the case of the Ancillary AgreementsDocuments, upon their execution and delivery by each of Parent and Subsidiary, as applicableBuyer, will constitute, valid and legally binding obligations of each of Parent and SubsidiaryBuyer, enforceable against each it in accordance with the their respective terms except as such enforceability may be limited by bankruptcy and other Laws generally affecting the rights of creditors, creditors and general principles of equity. The execution, delivery and performance of this Agreement and the Ancillary Agreements to be executed and delivered by each of Parent and Subsidiary, as applicableBuyer, the consummation of the transactions contemplated hereby, and the compliance herewith, by Buyer: (i) do does not, and will not violate, conflict with or result in the breach of, or default under, any term, condition or provision of, give rise to any right to terminate, cancel, modify, accelerate or otherwise change the existing rights or obligations of such party with respect to, (Aa) any Laws which are is applicable to each of Parent and Subsidiary, the Business and/or the Purchased AssetsBuyer, (Bb) any Order which is applicable to each of Parent and Subsidiary, the Business and/or the Purchased AssetsBuyer, (Cc) the charter documents of each of Parent and Subsidiary Buyer or any securities issued by Parent or SubsidiaryBuyer, or (Dd) any Authorization of any Governmental Authority, or any material agreement, or other material instrument, document or understanding, oral or written, to which Parent or Subsidiary Buyer is a party, by which Parent or Subsidiary may have rights or by which any of the Purchased Assets may be bound or affected. No Authorization or other action of, or registration, declaration, recording or filing with, any Governmental Authority or other person is required in connection with the execution and delivery of this Agreement and/or any Ancillary Agreement Document to be executed and delivered pursuant hereto by each of Parent and Subsidiary, as applicable, Buyer and/or the consummation by each of Parent and Subsidiary Buyer of the transactions contemplated hereby.

Corporate Matters; No Conflict. Each of Parent and Subsidiary The Company is a corporation duly formed, organized, is validly existing and in good standing under the Laws laws of its state of incorporation as set forth in Exhibit A, maintains offices only at the sites listed on Exhibit A and has no other operations other than from those sites, is qualified or authorized to transact business and is in good standing in each other jurisdiction in which it is doing business, except where failure to be qualified or be in good standing would not have a material adverse effect on the business of the state where it was incorporated. Each of Parent Company, and Subsidiary has the authority and power, corporate or otherwise, to carry on all business activities in the places and in the manner currently conducted by it. Each of Parent and Subsidiary has the corporate power and authority to enter into this Agreement and the Ancillary Agreements Agreement, to be executed and delivered by it, perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the Ancillary Agreements by each of Parent and Subsidiary have been approved by all necessary corporate action. This Agreement and the Ancillary Agreements to be executed and delivered by each of Parent and Subsidiary constitute, or in the case of the Ancillary Agreements, upon their execution and delivery by each of Parent and Subsidiary, conduct its business as applicable, will constitute, valid and legally binding obligations of each of Parent and Subsidiary, enforceable against each in accordance with the respective terms except as such enforceability may be limited by bankruptcy and other Laws generally affecting the rights of creditors, and general principles of equitycurrently conducted. The execution, delivery and performance of this Agreement and the Ancillary Agreements to be executed transactions contemplated hereby by the Company and delivered by each the Shareholder will not (i) conflict with or violate the provisions of Parent any applicable law (including, without limitation, any bulk sales laws), rule or order or the Company's Articles or Certificate of Incorporation, By-laws or any other organizational or governing documents of the Company, (ii) conflict with or constitute a default under any agreement or contract by which the Company or the Shareholder is bound or (iii) require the consent or approval of, or filing with, any governmental body or third party except as set forth on Exhibit C-5. The execution, delivery and Subsidiaryperformance by the Company of this Agreement has been duly authorized and approved by all requisite corporate action on the part of the Company. The Shareholder are all the beneficial and/or record owners of the issued and outstanding shares of capital stock of the Company and the Shareholder own the number of shares of such stock set forth opposite his or her name on Exhibit A. Also set forth on Exhibit A is the total number and type of authorized shares and outstanding shares of capital stock of the Company. Set forth on Exhibit B is a list of officers and directors of the Company, as applicable, all trade names used by the Company and all jurisdictions in which the Company is doing business. This Agreement and the consummation of the transactions contemplated herebyhereby have been approved by the Shareholder (if required by its By-Laws or applicable law) and by the board of directors of the Company, and the compliance herewith: (i) do not, authorized officers of the Company named on Exhibit A are jointly and will not violate, conflict with or result severally authorized and empowered by the Company to execute and deliver this Agreement in the breach of, or default under, any term, condition or provision of, give rise to any right to terminate, cancel, modify, accelerate or otherwise change the existing rights or obligations of such party with respect to, (A) any Laws which are applicable to each of Parent name and Subsidiary, the Business and/or the Purchased Assets, (B) any Order which is applicable to each of Parent and Subsidiary, the Business and/or the Purchased Assets, (C) the charter documents of each of Parent and Subsidiary or any securities issued by Parent or Subsidiary, or (D) Authorization of any Governmental Authority, or any material agreement, or other material instrument, document or understanding, oral or written, to which Parent or Subsidiary is a party, by which Parent or Subsidiary may have rights or by which any on behalf of the Purchased Assets may be bound or affected. No Authorization or other action of, or registration, declaration, recording or filing with, any Governmental Authority or other person is required in connection with the execution and delivery of this Agreement and/or any Ancillary Agreement to be executed and delivered pursuant hereto by each of Parent and Subsidiary, as applicable, and/or the consummation by each of Parent and Subsidiary of the transactions contemplated herebyCompany.

Corporate Matters; No Conflict. Each of Parent The Company is duly formed, organized 2 or incorporated and Subsidiary is a corporation duly organized, validly existing and in good standing under the Laws laws of its state of incorporation as set forth in Exhibit A, maintains offices only in Atlanta, Georgia at the sites listed on Exhibit A and has no other locus of operations other than from those sites, is qualified or authorized to transact business and is in good standing in each other jurisdiction in which it is doing business, except where failure to be qualified or be in good standing would not have a material adverse effect on the business of the state where it was incorporated. Each of Parent Company, and Subsidiary has the authority and power, corporate or otherwise, to carry on all business activities in the places and in the manner currently conducted by it. Each of Parent and Subsidiary has the corporate power and authority to enter into this Agreement and the Ancillary Agreements Agreement, to be executed and delivered by it, perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the Ancillary Agreements by each of Parent and Subsidiary have been approved by all necessary corporate action. This Agreement and the Ancillary Agreements to be executed and delivered by each of Parent and Subsidiary constitute, or in the case of the Ancillary Agreements, upon their execution and delivery by each of Parent and Subsidiary, conduct its business as applicable, will constitute, valid and legally binding obligations of each of Parent and Subsidiary, enforceable against each in accordance with the respective terms except as such enforceability may be limited by bankruptcy and other Laws generally affecting the rights of creditors, and general principles of equitycurrently conducted. The execution, delivery and performance of this Agreement and the Ancillary Agreements to be executed transactions contemplated hereby by the Company and delivered by each the Dabbx xxxl not (i) conflict with or violate the provisions of Parent any applicable law (including, without limitation, any bulk sales laws), rule or order of the Company's Articles or Certificate of Incorporation, by-laws and Subsidiaryany other organizational or governing documents of the Company, (ii) conflict with or constitute a default under any agreement or contract by which the Company or Dabbx xxx bound or (iii) require the consent or approval of, or filing with, any governmental body or third party except as applicableset forth on Exhibit C-5. The execution, delivery and performance by the Company of this Agreement has been authorized and approved by all requisite corporate action on the part of the Company. As of the date hereof, Optimum is the sole beneficial or record owner of all of the issued and outstanding shares of capital stock of the Company and owns the number of shares of such stock set forth opposite its name on Exhibit A. Also set forth on Exhibit A is the total number and type of outstanding shares of capital stock of the Company. Set forth on Exhibit B is a list of officers and directors of the Company, all trade names used by the Company and all jurisdictions in which the Company is doing business. As the sole shareholder of the Company, Optimum has approved this Agreement and the consummation of the transactions contemplated hereby, hereby and the compliance herewith: (i) do not, authorized officers of the Company named on Exhibit A are jointly and will not violate, conflict with or result severally authorized and empowered by the Company to execute and deliver this Agreement in the breach of, or default under, any term, condition or provision of, give rise to any right to terminate, cancel, modify, accelerate or otherwise change the existing rights or obligations of such party with respect to, (A) any Laws which are applicable to each of Parent name and Subsidiary, the Business and/or the Purchased Assets, (B) any Order which is applicable to each of Parent and Subsidiary, the Business and/or the Purchased Assets, (C) the charter documents of each of Parent and Subsidiary or any securities issued by Parent or Subsidiary, or (D) Authorization of any Governmental Authority, or any material agreement, or other material instrument, document or understanding, oral or written, to which Parent or Subsidiary is a party, by which Parent or Subsidiary may have rights or by which any on behalf of the Purchased Assets may be bound or affected. No Authorization or other action of, or registration, declaration, recording or filing with, any Governmental Authority or other person is required in connection with the execution and delivery of this Agreement and/or any Ancillary Agreement to be executed and delivered pursuant hereto by each of Parent and Subsidiary, as applicable, and/or the consummation by each of Parent and Subsidiary of the transactions contemplated herebyCompany.

Corporate Matters; No Conflict. Each of Parent and Subsidiary Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the state where it was incorporated. Each State of Parent Nevada and Subsidiary has the authority and power, corporate or and otherwise, to carry on all business activities in the places and in the manner currently conducted by it. Each of Parent and Subsidiary Buyer has the corporate power and authority to enter into this Agreement and the Ancillary Agreements to be executed and delivered by it, it and to consummate the transactions contemplated hereby. The execution, delivery, delivery and performance of this Agreement and the Ancillary Agreements by each of Parent and Subsidiary Buyer have been approved by all necessary corporate action. This Agreement and the Ancillary Agreements Documents to be executed and delivered by each of Parent and Subsidiary Buyer constitute, or in the case of the Ancillary AgreementsDocuments, upon their execution and delivery by each of Parent and Subsidiary, as applicableBuyer, will constitute, valid and legally binding obligations of each of Parent and SubsidiaryBuyer, enforceable against each it in accordance with the their respective terms except as such enforceability may be limited by bankruptcy and other Laws generally affecting the rights of creditors, creditors and general principles of equity. The execution, delivery and performance of this Agreement and the Ancillary Agreements to be executed and delivered by each of Parent and Subsidiary, as applicableBuyer, the consummation of the transactions contemplated hereby, and the compliance herewith, by Buyer: (i) do does not, and will not violate, conflict with or result in the breach of, or default under, any term, condition or provision of, give rise to any right to terminate, cancel, modify, accelerate or otherwise change the existing rights or obligations of such party with respect to, (Aa) any Laws Law which are is applicable to each of Parent and Subsidiary, the Business and/or the Purchased AssetsBuyer, (Bb) any Order which is applicable to each of Parent and Subsidiary, the Business and/or the Purchased AssetsBuyer, (Cc) the charter documents of each of Parent and Subsidiary Buyer or any securities issued by Parent or SubsidiaryBuyer, or (Dd) any Authorization of any Governmental Authority, or any material agreement, or other material instrument, document or understanding, oral or written, to which Parent or Subsidiary Buyer is a party, by which Parent or Subsidiary may have rights or by which any of the Purchased Assets may be bound or affected. No Authorization or other action of, or registration, declaration, recording or filing with, any Governmental Authority or other person is required in connection with the execution and delivery of this Agreement and/or any Ancillary Agreement Document to be executed and delivered pursuant hereto by each of Parent and Subsidiary, as applicable, Buyer and/or the consummation by each of Parent and Subsidiary Buyer of the transactions contemplated hereby.

Corporate Matters; No Conflict. Each of Parent and Subsidiary Seller is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the state where it was incorporated. Each State of Parent Texas and Subsidiary has the authority and power, corporate or and otherwise, to carry on all business activities the Business in the places and in the manner currently conducted by itpresently conducted. Each of Parent and Subsidiary Seller has the corporate power and authority to enter into this Agreement and the Ancillary Agreements agreements and documents to be executed and delivered pursuant to this Agreement (the “Ancillary Agreements”) by it, Seller and to consummate the transactions contemplated hereby. The execution, delivery, delivery and performance of this Agreement and the Ancillary Agreements to be executed by each Seller and the consummation of Parent and Subsidiary the transactions contemplated hereby have been approved by all necessary corporate action, other than the Seller's shareholders. This Agreement and the Ancillary Agreements to be executed and delivered by each of Parent and Subsidiary Seller constitute, or or, in the case of the such Ancillary Agreements, upon their execution and delivery by each of Parent and Subsidiary, as applicableSeller, will constitute, valid and legally binding obligations of each of Parent and SubsidiarySeller, enforceable against each it in accordance with the their respective terms except as such enforceability may be limited by bankruptcy and other Laws generally affecting the rights of creditors, creditors and general principles of equity. The To Seller’s knowledge, there are no material adverse environmental liabilities associated with the Seller's Business or the Subject Assets. Except as set forth in Schedule 3, the execution, delivery and performance of this Agreement and the such Ancillary Agreements to be executed by Seller and delivered by each of Parent and Subsidiary, as applicable, the consummation of the transactions contemplated hereby, and the compliance herewithhereby by such party: (i) do not, does not and will not violate, conflict with with, or result in the breach of, or default under, any term, condition or provision of, give rise to any right to terminate, cancel, modify, accelerate or otherwise change the existing rights or obligations of such party with respect to, (A) any Laws domestic or foreign Federal, state or local statute, law, ordinance, rule, administrative interpretation, regulation, policy, guideline or other requirement of or by any Governmental Authority, each as amended through the date hereof (collectively, “Laws”) which are is applicable to each of Parent and Subsidiarysuch party, the Business and/or the Purchased Subject Assets, (B) any Order judgment, order, writ, injunction, decree, directive or award of any arbitrator or Governmental Authority (collectively, an “Order”) which is applicable to each of Parent and Subsidiarysuch party, the Business and/or the Purchased Subject Assets, (C) the charter documents of each of Parent and Subsidiary Seller or any securities issued by Parent or SubsidiarySeller, or (D) Authorization any authorization, approval, consent, qualification, permit or license (collectively, an “Authorization”) of any Governmental Authority, or any material agreement, or other material instrument, document or understanding, oral or written, to which Parent or Subsidiary such party is a party, by which Parent or Subsidiary Seller may have rights or by which any of the Purchased Subject Assets may be bound or affected; or (ii) result in the creation or imposition of any Encumbrance except Permitted Encumbrances, on the Subject Assets. No Authorization or other action of, or registration, declaration, recording or filing with, any Governmental Authority or other person (other than the approval of the Board of Directors and shareholders of Seller) is required in connection with the execution and delivery of this Agreement and/or any Ancillary Agreement Agreements to be executed and delivered pursuant hereto by each of Parent and Subsidiary, as applicable, Seller and/or the consummation by each of Parent and Subsidiary Seller of the transactions contemplated hereby.

Corporate Matters; No Conflict. Each of Parent and Subsidiary Seller is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the state where it was incorporated. Each State of Parent Texas and Subsidiary has the authority and power, corporate or and otherwise, to carry on all business activities the Business in the places and in the manner currently conducted by itpresently conducted. Each of Parent and Subsidiary Seller has the corporate power and authority to enter into this Agreement and the Ancillary Agreements agreements and documents to be executed and delivered pursuant to this Agreement (the "Ancillary Agreements") by it, Seller and to consummate the transactions contemplated hereby. The execution, delivery, delivery and performance of this Agreement and the Ancillary Agreements to be executed by each Seller and the consummation of Parent and Subsidiary the transactions contemplated hereby have been approved by all necessary corporate action, other than the Seller's shareholders. This Agreement and the Ancillary Agreements to be executed and delivered by each of Parent and Subsidiary Seller constitute, or or, in the case of the such Ancillary Agreements, upon their execution and delivery by each of Parent and Subsidiary, as applicableSeller, will constitute, valid and legally binding obligations of each of Parent and SubsidiarySeller, enforceable against each it in accordance with the their respective terms except as such enforceability may be limited by bankruptcy and other Laws generally affecting the rights of creditors, creditors and general principles of equity. The To Seller's knowledge, there are no material adverse environmental liabilities associated with the Seller's Business or the Subject Assets. Except as set forth in Schedule 3, the execution, delivery and performance of this Agreement and the such Ancillary Agreements to be executed by Seller and delivered by each of Parent and Subsidiary, as applicable, the consummation of the transactions contemplated hereby, and the compliance herewithhereby by such party: (i) do not, does not and will not violate, conflict with with, or result in the breach of, or default under, any term, condition or provision of, give rise to any right to terminate, cancel, modify, accelerate or otherwise change the existing rights or obligations of such party with respect to, (A) any Laws domestic or foreign Federal, state or local statute, law, ordinance, rule, administrative interpretation, regulation, policy, guideline or other requirement of or by any Governmental Authority, each as amended through the date hereof (collectively, "Laws") which are is applicable to each of Parent and Subsidiarysuch party, the Business and/or the Purchased Subject Assets, (B) any Order judgment, order, writ, injunction, decree, directive or award of any arbitrator or Governmental Authority (collectively, an "Order") which is applicable to each of Parent and Subsidiarysuch party, the Business and/or the Purchased Subject Assets, (C) the charter documents of each of Parent and Subsidiary Seller or any securities issued by Parent or SubsidiarySeller, or (D) Authorization any authorization, approval, consent, qualification, permit or license (collectively, an "Authorization") of any Governmental Authority, or any material agreement, or other material instrument, document or understanding, oral or written, to which Parent or Subsidiary such party is a party, by which Parent or Subsidiary Seller may have rights or by which any of the Purchased Subject Assets may be bound or affected; or (ii) result in the creation or imposition of any Encumbrance except Permitted Encumbrances, on the Subject Assets. No Authorization or other action of, or registration, declaration, recording or filing with, any Governmental Authority or other person (other than the approval of the Board of Directors and shareholders of Seller) is required in connection with the execution and delivery of this Agreement and/or any Ancillary Agreement Agreements to be executed and delivered pursuant hereto by each of Parent and Subsidiary, as applicable, Seller and/or the consummation by each of Parent and Subsidiary Seller of the transactions contemplated hereby.

Corporate Matters; No Conflict. Each of Parent and Subsidiary Buyer is a corporation duly organized, validly existing and in good standing under the Laws laws of the state where it was incorporated. Each of Parent and Subsidiary Buyer has the authority and power, corporate or otherwise, to carry on all business activities in the places and in the manner currently conducted by it. Each of Parent and Subsidiary Buyer has the corporate power and authority to enter into this Agreement and the Ancillary Agreements to be executed and delivered by it, it and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the Ancillary Agreements by each of Parent and Subsidiary Buyer have been approved by all necessary corporate action. This Agreement and the Ancillary Agreements Documents to be executed and delivered by each of Parent and Subsidiary Buyer constitute, or in the case of the Ancillary AgreementsDocuments, upon their execution and delivery by each of Parent and Subsidiary, as applicableBuyer, will constitute, valid and legally binding obligations of each of Parent and SubsidiaryBuyer, enforceable against each it in accordance with the their respective terms except as such enforceability may be limited by bankruptcy and other Laws generally affecting the rights of creditors, creditors and general principles of equity. The execution, delivery and performance of this Agreement and the Ancillary Agreements to be executed and delivered by each of Parent and Subsidiary, as applicableBuyer, the consummation of the transactions contemplated hereby, and the compliance herewith, by Buyer: (i) do does not, and will not violate, conflict with or result in the breach of, or default under, any term, condition or provision of, give rise to any right to terminate, cancel, modify, accelerate or otherwise change the existing rights or obligations of such party with respect to, (Aa) any Laws which are is applicable to each of Parent and Subsidiary, the Business and/or the Purchased AssetsBuyer, (Bb) any Order which is applicable to each of Parent and Subsidiary, the Business and/or the Purchased AssetsBuyer, (Cc) the charter documents of each of Parent and Subsidiary Buyer or any securities issued by Parent or SubsidiaryBuyer, or (Dd) any Authorization of any Governmental Authority, or any material agreement, or other material instrument, document or understanding, oral or written, to which Parent or Subsidiary Buyer is a party, by which Parent or Subsidiary may have rights or by which any of the Purchased Assets may be bound or affected. No Authorization or other action of, or registration, declaration, recording or filing with, any Governmental Authority or other person is required in connection with the execution and delivery of this Agreement and/or any Ancillary Agreement Document to be executed and delivered pursuant hereto by each of Parent and Subsidiary, as applicable, Buyer and/or the consummation by each of Parent and Subsidiary Buyer of the transactions contemplated hereby.. SEC Filings; Financial Statements

Corporate Matters; No Conflict. Each of Parent and The Merger Subsidiary is a corporation duly organized------------------------------ incorporated, validly existing and in good standing under the Laws laws of the state where it was incorporatedState of Delaware. Each The Merger Subsidiary is a wholly-owned subsidiary of the Parent formed for the purpose of the Purchase and Subsidiary the Merger and has the authority and power, corporate or otherwise, to carry on all not engaged in any business activities in the places and in the manner currently conducted by it. Each of Parent and Subsidiary has the corporate power and authority to enter into this Agreement and the Ancillary Agreements to be executed and delivered by it, and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the Ancillary Agreements by each of Parent and Subsidiary have been approved by all necessary corporate action. This Agreement and the Ancillary Agreements to be executed and delivered by each of Parent and Subsidiary constitute, any type or in the case of the Ancillary Agreements, upon their execution and delivery by each of Parent and Subsidiary, as applicable, will constitute, valid and legally binding obligations of each of Parent and Subsidiary, enforceable against each in accordance with the respective terms except as such enforceability may be limited by bankruptcy and other Laws generally affecting the rights of creditors, and general principles of equitykind whatsoever. The execution, delivery and performance of this Agreement and the Ancillary Agreements to be executed and delivered by each of Parent and Subsidiary, as applicable, the consummation of the transactions contemplated hereby, hereby (and thereby) by the compliance herewith: (i) do not, and Merger Subsidiary will not violate, (a) conflict with or result in violate the breach ofprovisions of any applicable law, rule, order, writ, judgment, injunction, decree, governmental permit, determination or default under, any term, condition or provision of, give rise award having applicability to any right to terminate, cancel, modify, accelerate or otherwise change the existing rights or obligations of such party with respect to, (A) any Laws which are applicable to each of Parent and Subsidiary, the Business and/or the Purchased Assets, (B) any Order which is applicable to each of Parent and Subsidiary, the Business and/or the Purchased Assets, (C) the charter documents of each of Parent and Subsidiary or any securities issued by Parent or Merger Subsidiary, or (D) Authorization the Merger Subsidiary's Certificate of any Governmental AuthorityIncorporation or by-laws, or any material agreement, (b) require the consent or other material instrument, document or understanding, oral or written, to which Parent or Subsidiary is a party, by which Parent or Subsidiary may have rights or by which any of the Purchased Assets may be bound or affected. No Authorization or other action approval of, or registration, declaration, recording or filing with, any Governmental Authority governmental body or third party. The execution, delivery and performance by the Merger Subsidiary of this Agreement and any other agreements contemplated herein has been authorized and approved by all requisite corporate action on the part of the Merger Subsidiary and no other corporate or other person approval or authorization is required on the part of the Merger Subsidiary or its shareholders or any other person by law or otherwise in order to make this Agreement the valid, binding and enforceable obligations of the Merger Subsidiary. This Agreement and any other agreements contemplated herein to which the Merger Subsidiary is a party is the valid, binding and enforceable obligation of the Merger Subsidiary, enforceable against the Merger Subsidiary in accordance with its respective terms, subject to applicable bankruptcy, insolvency, moratorium and other similar laws affecting generally the enforcement of creditors' rights. The Merger Subsidiary has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and under all other agreements and instruments executed and delivered by the Merger Subsidiary pursuant to or in connection with the execution and delivery of this Agreement and/or any Ancillary Agreement to be executed and delivered pursuant hereto by each of Parent and Subsidiary, as applicable, and/or the consummation by each of Parent and Subsidiary of the transactions contemplated herebyAgreement.

Corporate Matters; No Conflict. Each of Parent and Subsidiary Buyer is a corporation duly organized, validly existing and in good standing under the Laws laws of the state where it was incorporated. Each of Parent and Subsidiary Buyer has the authority and power, corporate or otherwise, to carry on all business activities in the places and in the manner currently conducted by it. Each of Parent and Subsidiary Buyer has the corporate power and authority to enter into this Agreement and the Ancillary Agreements to be executed and delivered by it, it and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the Ancillary Agreements by each of Parent and Subsidiary Buyer have been approved by all necessary corporate action. This Agreement and the Ancillary Agreements to be executed and delivered by each of Parent and Subsidiary Buyer constitute, or in the case of the Ancillary Agreements, upon their execution and delivery by each of Parent and Subsidiary, as applicableBuyer, will constitute, valid and legally binding obligations of each of Parent and SubsidiaryBuyer, enforceable against each it in accordance with the their respective terms except as such enforceability may be limited by bankruptcy and other Laws generally affecting the rights of creditors, creditors and general principles of equity. The execution, delivery and performance of this Agreement and the Ancillary Agreements to be executed and delivered by each of Parent and Subsidiary, as applicableBuyer, the consummation of the transactions contemplated hereby, and the compliance herewith, by Buyer: (i) do does not, and will not violate, conflict with or result in the breach of, or default under, any term, condition or provision of, give rise to any right to terminate, cancel, modify, accelerate or otherwise change the existing rights or obligations of such party with respect to, (A) any Laws domestic or foreign federal, state or local statute, law, ordinance, rule, administrative interpretation, regulation, policy, guideline or other requirement of or by any governmental authority, each as amended through the date hereof (collectively, "Laws") which are is applicable to each of Parent and Subsidiarysuch party, the Business business and/or the Purchased Assetssubject assets, (B) any Order judgment, writ, injunction, decree, directive or order of any arbitrator or governmental authority (collectively, an "Order") which is applicable to each of Parent and Subsidiarysuch party, the Business business and/or the Purchased Assetssubject assets, (C) the charter documents of each of Parent and Subsidiary Buyer or any securities issued by Parent or SubsidiaryBuyer, or (D) Authorization any authorization, approval, consent, qualification, permit or license (collectively an "Authorization") of any Governmental Authoritygovernmental authority, or any material agreement, or other material instrument, document or understanding, oral or written, to which Parent or Subsidiary such party is a party, by which Parent or Subsidiary Seller may have rights or by which any of the Purchased Assets subject assets may be bound or affected. No Authorization or other action of, or registration, declaration, recording or filing with, any Governmental Authority or other person is required in connection with the execution and delivery of this Agreement and/or any Ancillary Agreement to be executed and delivered pursuant hereto by each of Parent and Subsidiary, as applicable, Buyer and/or the consummation by each of Parent and Subsidiary Buyer of the transactions contemplated hereby.

Corporate Matters; No Conflict. Each of Parent and Subsidiary Buyer is a corporation duly organized, validly existing and in good standing under the Laws laws of the state where it was incorporated. Each of Parent and Subsidiary Buyer has the authority and power, corporate or otherwise, to carry on all business activities in the places and in the manner currently conducted by it. Each of Parent and Subsidiary Buyer has the corporate power and authority to enter into this Agreement and the Ancillary Agreements to be executed and delivered by it, it and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the Ancillary Agreements by each of Parent and Subsidiary Buyer have been approved by all necessary corporate action. This Agreement and the Ancillary Agreements to be executed and delivered by each of Parent and Subsidiary Buyer constitute, or in the case of the Ancillary Agreements, upon their execution and delivery by each of Parent and Subsidiary, as applicableBuyer, will constitute, valid and legally binding obligations of each of Parent and SubsidiaryBuyer, enforceable against each it in accordance with the their respective terms except as such enforceability may be limited by bankruptcy and other Laws generally affecting the rights of creditors, creditors and general principles of equity. The execution, delivery and performance of this Agreement and the Ancillary Agreements to be executed and delivered by each of Parent and Subsidiary, as applicableBuyer, the consummation of the transactions contemplated hereby, and the compliance herewith, by Buyer: (i) do does not, and will not violate, conflict with or result in the breach of, or default under, any term, condition or provision of, give rise to any right to terminate, cancel, modify, accelerate or otherwise change the existing rights or obligations of such party with respect to, (A) any Laws domestic or foreign federal, state or local statute, law, ordinance, rule, administrative interpretation, regulation, policy, guideline or other requirement of or by any governmental authority, each as amended through the date hereof (collectively, “Laws”) which are is applicable to each of Parent and Subsidiarysuch party, the Business business and/or the Purchased Assetssubject assets, (B) any Order judgment, writ, injunction, decree, directive or order of any arbitrator or governmental authority (collectively, an “Order”) which is applicable to each of Parent and Subsidiarysuch party, the Business business and/or the Purchased Assetssubject assets, (C) the charter documents of each of Parent and Subsidiary Buyer or any securities issued by Parent or SubsidiaryBuyer, or (D) Authorization any authorization, approval, consent, qualification, permit or license (collectively an “Authorization”) of any Governmental Authoritygovernmental authority, or any material agreement, or other material instrument, document or understanding, oral or written, to which Parent or Subsidiary such party is a party, by which Parent or Subsidiary Seller may have rights or by which any of the Purchased Assets subject assets may be bound or affected. No Authorization or other action of, or registration, declaration, recording or filing with, any Governmental Authority or other person is required in connection with the execution and delivery of this Agreement and/or any Ancillary Agreement to be executed and delivered pursuant hereto by each of Parent and Subsidiary, as applicable, Buyer and/or the consummation by each of Parent and Subsidiary Buyer of the transactions contemplated hereby.

Corporate Matters; No Conflict. Each of Parent and Subsidiary The Buyer is a corporation duly organizedincorporated, ------------------------------ validly existing and in good standing under the Laws laws of the state State of Delaware and is a wholly-owned second tier subsidiary of the Parent. The Buyer is in good standing in each other jurisdiction in which it is doing business, except where it was incorporated. Each failure to be in good standing would not have reasonably be expected to have a material adverse effect on the business of Parent the Buyer and Subsidiary has the authority and power, corporate or otherwise, to carry on all business activities in the places and in the manner currently conducted by it. Each of Parent and Subsidiary has the corporate power and authority to enter into this Agreement and the Ancillary Agreements Agreement, to be executed and delivered by it, perform its obligations hereunder and to consummate the transactions contemplated herebyconduct its business as currently conducted. The execution, delivery, authorized officers of the Buyer named on Exhibit 4.03(a) are jointly and performance of severally --------------- authorized and empowered by the Buyer to execute and deliver this Agreement and any other agreement or instrument contemplated hereby in the Ancillary Agreements by each name and on behalf of Parent and Subsidiary have been approved by all necessary corporate actionthe Buyer. This Agreement and any other agreement contemplated herein to which it is a party are the Ancillary Agreements to be executed valid, binding and delivered by each of Parent and Subsidiary constitute, or in the case enforceable obligations of the Ancillary Agreements, upon their execution and delivery by each of Parent and Subsidiary, as applicable, will constitute, valid and legally binding obligations of each of Parent and SubsidiaryBuyer, enforceable against each it in accordance with the respective terms its terms, except as such enforceability may be limited by bankruptcy applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other Laws generally affecting the rights of creditors, and general equitable principles of equitygeneral application and except that rights to indemnification and contribution may be limited by Federal or state securities laws or public policy relating thereto. The execution, delivery and performance of this Agreement and the Ancillary Agreements to be executed and delivered by each of Parent and Subsidiary, as applicable, the consummation of the transactions contemplated hereby, and hereby by the compliance herewith: (i) do not, and Buyer will not violate, (a) conflict with or result in violate the breach ofprovisions of any applicable law, rule or default under, any term, condition order or provision of, give rise to any right to terminate, cancel, modify, accelerate the Buyer's Certificate of Incorporation or otherwise change the existing rights or obligations of such party with respect toby-laws, (Ab) conflict with or constitute a default (with or without notice or the lapse of time or both) under any Laws agreement or contract by which are applicable to each of Parent and Subsidiary, the Business and/or the Purchased Assets, (B) any Order which Buyer is applicable to each of Parent and Subsidiary, the Business and/or the Purchased Assets, (C) the charter documents of each of Parent and Subsidiary or any securities issued by Parent or Subsidiarybound, or (Dc) Authorization of any Governmental Authority, require the consent or any material agreement, or other material instrument, document or understanding, oral or written, to which Parent or Subsidiary is a party, by which Parent or Subsidiary may have rights or by which any of the Purchased Assets may be bound or affected. No Authorization or other action approval of, or registration, declaration, recording or filing with, any Governmental Authority governmental body or other person is required in connection with third party. The execution, delivery and performance by the execution and delivery Buyer of this Agreement and/or any Ancillary Agreement to be executed has been authorized and delivered pursuant hereto approved by each of Parent and Subsidiary, as applicable, and/or all requisite corporate action on the consummation by each of Parent and Subsidiary part of the transactions contemplated herebyBuyer.

Corporate Matters; No Conflict. Each of The Parent and Subsidiary is a corporation duly organizedincorporated, ------------------------------ validly existing and in good standing under the Laws laws of the state State of Delaware. The Parent is in good standing in each other jurisdiction in which it is doing business, except where it was incorporated. Each failure to be in good standing would not have a material adverse effect on the business of Parent the Parent, and Subsidiary has the authority and power, corporate or otherwise, to carry on all business activities in the places and in the manner currently conducted by it. Each of Parent and Subsidiary has the corporate power and authority to enter into this Agreement and the Ancillary Agreements Agreement, to be executed and delivered by it, perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the Ancillary Agreements by each of Parent and Subsidiary have been approved by all necessary corporate action. This Agreement and the Ancillary Agreements to be executed and delivered by each of Parent and Subsidiary constitute, or in the case of the Ancillary Agreements, upon their execution and delivery by each of Parent and Subsidiary, conduct its business as applicable, will constitute, valid and legally binding obligations of each of Parent and Subsidiary, enforceable against each in accordance with the respective terms except as such enforceability may be limited by bankruptcy and other Laws generally affecting the rights of creditors, and general principles of equitycurrently conducted. The execution, delivery and performance of this Agreement and the Ancillary Agreements to be executed and delivered by each of Parent and Subsidiary, as applicable, the consummation of the transactions contemplated hereby, hereby (and thereby) by and the compliance herewith: (i) do not, and Parent will not violate, (a) conflict with or result in violate the breach ofprovision of any applicable law, rule, order, write, judgment, injunction, decree, governmental permit, determination or award having applicability to the Buyer or any of their respective properties or assets, or default under, any term, condition the Parent's Certificate of Incorporation or provision of, give rise to any right to terminate, cancel, modify, accelerate or otherwise change the existing rights or obligations of such party with respect toby-laws, (Ab) conflict with or constitute a default under any Laws agreement or contract by which are applicable to each of the Parent and Subsidiary, the Business and/or the Purchased Assets, (B) any Order which is applicable to each of Parent and Subsidiary, the Business and/or the Purchased Assets, (C) the charter documents of each of Parent and Subsidiary or any securities issued by Parent or Subsidiarybound, or (Dc) Authorization of any Governmental Authority, require the consent or any material agreement, or other material instrument, document or understanding, oral or written, to which Parent or Subsidiary is a party, by which Parent or Subsidiary may have rights or by which any of the Purchased Assets may be bound or affected. No Authorization or other action approval of, or registration, declaration, recording or filing with, any Governmental Authority governmental body or third party except for any filings required by Regulation D or state securities laws. The execution, delivery and performance by the Parent of this Agreement and any other agreement contemplated herein, has been authorized and approved by all requisite corporate action on the part of the Parent and no other corporate or other person approval or authorization is required on the part of the Parent or its shareholders or any other person by law or otherwise in order to make this Agreement the valid, binding and enforceable obligation of the Parent. This Agreement and any other agreements contemplated herein to which the Parent is a party is the valid, binding and enforceable obligation of the Parent, enforceable against the Parent in accordance with its respective terms, subject to applicable bankruptcy, insolvency, moratorium and other similar laws affecting generally the enforcement of creditors rights. The Parent has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and under all other agreements and instruments executed and delivered by the Buyer pursuant to or in connection with the execution and delivery of this Agreement and/or any Ancillary Agreement to be executed and delivered pursuant hereto by each of Parent and Subsidiary, as applicable, and/or the consummation by each of Parent and Subsidiary of the transactions contemplated herebyAgreement.

Corporate Matters; No Conflict. Each of Parent and Subsidiary The Buyer is a corporation duly organizedincorporated, ------------------------------ validly existing and in good standing under the Laws laws of the state State of Delaware and is a wholly-owned first tier subsidiary of the Parent. The Buyer is in good standing in each other jurisdiction in which it is doing business, except where it was incorporated. Each failure to be in good standing would not have a material adverse effect on the business of Parent the Buyer and Subsidiary has the authority and power, corporate or otherwise, to carry on all business activities in the places and in the manner currently conducted by it. Each of Parent and Subsidiary has the corporate power and authority to enter into this Agreement and the Ancillary Agreements Agreement, to be executed and delivered by it, perform its obligations hereunder and to consummate the transactions contemplated herebyconduct its business as currently conducted. The execution, delivery, delivery and performance of each Transaction Document to which it is a party and the transactions contemplated thereby by the Buyer will not (a) conflict with or violate the provisions of any applicable law, rule or order or the Buyer's Certificate of Incorporation or by-laws, (b) conflict with or constitute a default (with or without notice or the lapse of time or both) under any agreement or contract by which the Buyer is bound, or (c) require the consent or approval of, or filing with, any governmental body or third party. The execution, delivery and performance by the Buyer of each Transaction Document to which it is a party has been authorized and approved by all requisite corporate action on the part of the Buyer, and no other corporate or other approval or authorization is required on the part of the Buyer, any trustee or any other person by law or otherwise in order to make this Agreement and such other Transaction Documents the Ancillary Agreements by each of Parent valid, binding and Subsidiary have been approved by all necessary corporate action. This Agreement and the Ancillary Agreements to be executed and delivered by each of Parent and Subsidiary constitute, or in the case enforceable obligations of the Ancillary AgreementsBuyer. Each Transaction Document to which the Buyer is a party is the Buyer's valid, upon their execution binding and delivery by each of Parent and Subsidiary, as applicable, will constitute, valid and legally binding obligations of each of Parent and Subsidiaryenforceable obligation, enforceable against each it in accordance with the respective terms such Transaction Document's terms, except as such enforceability may be limited by bankruptcy applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other Laws generally affecting the rights of creditors, and general equitable principles of equity. The execution, delivery general application and performance of this Agreement except that rights to indemnification and the Ancillary Agreements to be executed and delivered by each of Parent and Subsidiary, as applicable, the consummation of the transactions contemplated hereby, and the compliance herewith: (i) do not, and will not violate, conflict with or result in the breach of, or default under, any term, condition or provision of, give rise to any right to terminate, cancel, modify, accelerate or otherwise change the existing rights or obligations of such party with respect to, (A) any Laws which are applicable to each of Parent and Subsidiary, the Business and/or the Purchased Assets, (B) any Order which is applicable to each of Parent and Subsidiary, the Business and/or the Purchased Assets, (C) the charter documents of each of Parent and Subsidiary or any securities issued by Parent or Subsidiary, or (D) Authorization of any Governmental Authority, or any material agreement, or other material instrument, document or understanding, oral or written, to which Parent or Subsidiary is a party, by which Parent or Subsidiary may have rights or by which any of the Purchased Assets contribution may be bound limited by Federal or affected. No Authorization state securities laws or other action of, or registration, declaration, recording or filing with, any Governmental Authority or other person is required in connection with the execution and delivery of this Agreement and/or any Ancillary Agreement to be executed and delivered pursuant hereto by each of Parent and Subsidiary, as applicable, and/or the consummation by each of Parent and Subsidiary of the transactions contemplated herebypublic policy relating thereto.

Corporate Matters; No Conflict. Each of The Parent and Subsidiary is a corporation duly organizedincorporated, ------------------------------ validly existing and in good standing under the Laws laws of the state State of Delaware. The Parent is in good standing in each other jurisdiction in which it is doing business, except where it was incorporated. Each failure to be in good standing would not have a material adverse effect on the business of Parent the Parent, and Subsidiary has the authority and power, corporate or otherwise, to carry on all business activities in the places and in the manner currently conducted by it. Each of Parent and Subsidiary has the corporate power and authority to enter into this Agreement and the Ancillary Agreements Agreement, to be executed and delivered by it, perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the Ancillary Agreements by each of Parent and Subsidiary have been approved by all necessary corporate action. This Agreement and the Ancillary Agreements to be executed and delivered by each of Parent and Subsidiary constitute, or in the case of the Ancillary Agreements, upon their execution and delivery by each of Parent and Subsidiary, conduct its business as applicable, will constitute, valid and legally binding obligations of each of Parent and Subsidiary, enforceable against each in accordance with the respective terms except as such enforceability may be limited by bankruptcy and other Laws generally affecting the rights of creditors, and general principles of equitycurrently conducted. The execution, delivery and performance of this Agreement and the Ancillary Agreements to be executed and delivered by each of Parent and Subsidiary, as applicable, the consummation of the transactions contemplated hereby, hereby (and thereby) by and the compliance herewith: (i) do not, and Parent will not violate, (a) conflict with or result in violate the breach ofprovision of any applicable law, rule, order, write, judgment, injunction, decree, governmental permit, determination or default under, any term, condition or provision of, give rise award having applicability to any right to terminate, cancel, modify, accelerate or otherwise change the existing rights or obligations of such party with respect to, (A) any Laws which are applicable to each of Parent and Subsidiary, the Business and/or the Purchased Assets, (B) any Order which is applicable to each of Parent and Subsidiary, the Business and/or the Purchased Assets, (C) the charter documents of each of Parent and Merger Subsidiary or any securities issued of their respective properties or assets, or the Parent's Certificate of Incorporation or by-laws, (b) conflict with or constitute a default under any agreement or contract by which the Parent or Subsidiaryis bound, or (Dc) Authorization of any Governmental Authority, require the consent or any material agreement, or other material instrument, document or understanding, oral or written, to which Parent or Subsidiary is a party, by which Parent or Subsidiary may have rights or by which any of the Purchased Assets may be bound or affected. No Authorization or other action approval of, or registration, declaration, recording or filing with, any Governmental Authority governmental body or third party except for any filings required by Regulation D or state securities laws. The execution, delivery and performance by the Parent of this Agreement and any other agreement contemplated herein, has been authorized and approved by all requisite corporate action on the part of the Parent and no other corporate or other person approval or authorization is required on the part of the Parent or its shareholders or any other person by law or otherwise in order to make this Agreement the valid, binding and enforceable obligation of the Parent. This Agreement and any other agreements contemplated herein to which the Parent is a party is the valid, binding and enforceable obligation of the Parent, enforceable against the Parent in accordance with its respective terms, subject to applicable bankruptcy, insolvency, moratorium and other similar laws affecting generally the enforcement of creditors rights. The Parent has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and under all other agreements and instruments executed and delivered by the Merger Subsidiary pursuant to or in connection with the execution and delivery of this Agreement and/or any Ancillary Agreement to be executed and delivered pursuant hereto by each of Parent and Subsidiary, as applicable, and/or the consummation by each of Parent and Subsidiary of the transactions contemplated herebyAgreement.