Common use of Governmental Filings; No Violations; Certain Contracts Clause in Contracts

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate of Merger pursuant to Section 1.6, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Transactions, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i), under any Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings; No Violations; Certain Contracts. (i) Other than Except for (A) compliance with, and filings under, the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder, including the filing with the SEC of a registration statement on Form S-4 with respect to the issuance of shares of Parent Common Stock in connection with the Merger (together with any amendments or supplements thereto, the “Registration Statement”, with the Consent Statement/Prospectus constituting a part thereof); (B) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger pursuant to Section 1.6and other appropriate merger documents required by the DLLCA with the Secretary of State of the State of Delaware; and (D) compliance with the applicable requirements of the NYSE American, no filings, notices, reports or other filings are required to be made by the Company withreports, nor are any consents, registrations, approvals, permits or authorizations are required to be made by a Parent Group Entity with, nor are any required to be obtained by the Company a Parent Group Entity from, any Governmental Entity, Entity in connection with the execution, delivery and performance of this Agreement by the Company Parent and Merger Sub and the consummation by Parent and Merger Sub of the TransactionsMerger and the other transactions contemplated by this Agreement (including the issuance of the Parent Common Stock as Merger Consideration), except those that the failure to make or obtain, as the case may be, would not reasonably be expected to have, individually or in connection the aggregate, a Material Adverse Effect with the continuing operation of the business of the Company and its Subsidiaries following the Effective Timerespect to Parent. (ii) The execution, delivery and performance of this Agreement by the Company Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Transactions Merger and the other transactions contemplated by this Agreement will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of Parent, the Company certificate of formation or limited liability company agreement of Merger Sub or the comparable governing instruments organizational documents of any of its Subsidiariesother Parent Group Entity, or (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien on any of the assets of the Company or Parent Group Entities pursuant to any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contracts binding upon the Company or any of its Subsidiaries Parent Group Entities or, assuming (solely with respect to performance of this Agreement and consummation of the TransactionsMerger and the other transactions contemplated by this Agreement) compliance with the matters referred to in Section 5.2(d)(i4.2(d)(i), under any Law to which the Company or any of its Subsidiaries a Parent Group Entity is subject, or (C) any change except, in the rights case of this clause (B), for any breach, violation, termination, default, creation, acceleration or obligations of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts change that would not reasonably be required expected to be filed by have, individually or in the Company as aggregate, a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth Material Adverse Effect with respect to clauses (B) and (C) above)Parent.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing filings, notices, reports, consents, registrations, approvals, permits, clearances, expirations or terminations of the Certificate of Merger waiting periods or authorizations (i) pursuant to Section 1.6the DGCL, (ii) under the HSR Act, the Exchange Act and the Securities Act, (iii) required to be made with NASDAQ, and (iv) state securities, takeover and “blue sky” Laws, no filings, notices, reports reports, consents, registrations, approvals, permits, clearances, expirations or other filings terminations of waiting periods or authorizations are required to be made by the Company Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Parent or Merger Sub from, any Governmental Entity, Entity in connection with the execution, delivery and performance of this Agreement by the Company Parent and Merger Sub and the consummation of the Transactions, or in connection with the continuing operation of the business of the Company Parent and its Subsidiaries immediately following the Effective Time, except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Transactions. (iib) The execution, delivery and performance of this Agreement by the Company Parent and Merger Sub do not, and the consummation of the Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate Organizational Documents of incorporation Parent, Merger Sub or by-laws of the Company or the comparable governing instruments of any of its Parent’s other Subsidiaries, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien an Encumbrance on any of the assets of the Company Parent or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company Parent or any of its Subsidiaries orSubsidiaries, or assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i4.4(a), under any Law to which the Company Parent or any of its Subsidiaries is subject, subject or (Ciii) any change in the rights or obligations of any party under any Contract binding on the Company upon Parent or any of its Subsidiaries. Section 5.2(d)(ii, except, in the case of clause (ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10or (iii) of Regulation S-K under the Securities Act of 1933above, as amendedwould not, pursuant individually or in the aggregate, reasonably be expected to which consents have a material adverse effect on Parent or waivers are prevent, materially delay or may be required prior materially impair the ability of Parent to consummation of consummate the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)Transactions.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate of Merger filings and/or notices pursuant to Section 1.6Sections 1.3 and 6.5(a) and under the HSR Act (the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any (A) nation, state, commonwealth, province, xxxxxxxxx, xxxxxx, xxxxxxxxxxxx, xxxxxxxx, xx other jurisdiction of any nature, or any political subdivision thereof, (B) federal, state, local, municipal, foreign, or other government, including any state Medicaid Agency or state licensing authority, or (C) governmental or quasi governmental authority of any nature, including any governmental division, department, agency, commission, instrumentality, official, organization, contractor, regulatory body, or other entity and any court, arbitrator, or other tribunal (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the TransactionsMerger and the other transactions contemplated by this Agreement, or in connection with the continuing operation of the business of the Company and its Subsidiaries (as presently conducted) following the Effective Time, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect or prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of the Company or the comparable governing instruments of any of its SubsidiariesCompany, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing obligation (each, a “Contract”), ) binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the TransactionsMerger and the other transactions contemplated by this Agreement) compliance with the matters referred to in Section 5.2(d)(i5.1(d)(i), under any Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of any party under any Contract binding on the Company Company, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect or prevent, materially delay or materially impair the consummation of its Subsidiariesthe Merger and the other transactions contemplated by this Agreement. Section 5.2(d)(ii5.1(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts that would be required to be filed by the Company (as a “material contract” pursuant to Item 601(b)(10defined in Section 5.1(i)(vi)) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions Merger and the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above). (iii) To the Company’s Knowledge (as defined in Section 5.1(g)), the Company is not a creditor or claimant with respect to any debtor or debtor-in-possession subject to proceedings under chapter 11 of title 11 of the United States Code with respect to claims that constitute, individually or in the aggregate, more than $1,000,000. (iv) Except for: (A) relationships with the Company as an officer, director or employee thereof (and compensation by the Company in consideration of such services) in accordance with the terms of their employment, and (B) relationships with the Company as stockholders or option holders therein, none of the directors or officers, or the stockholders of the Company, or any member of any of their families or Affiliates, is presently a party to, or was a party to during the year preceding the date of this Agreement, any transaction, agreement or arrangement with the Company. None of the employees or stockholders of the Company has any interest in any property, real or personal, tangible or intangible, including inventions, copyrights, trademarks, or trade names, used in or pertaining to the business, or any supplier, distributor, or customer of the Company, except for the normal rights of a stockholder of the Company, and except for rights under the Stock Plan.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing filings, notices, reports, consents, registrations, approvals, permits, expirations of the Certificate of Merger waiting periods or authorizations (“Filings”) (i) pursuant to Section 1.6the DGCL, no noticesHSR Act, reports or other filings are the Exchange Act and the Securities Act, (ii) required to be made by with the Company withNYSE or NASDAQ, nor are any as applicable, (iii) pursuant to federal and state securities, takeover and “blue sky” Laws and (iv) included in Section 5.4(b) of the Versum Disclosure Letter as Requisite Regulatory Approvals (collectively, the “Approvals”), no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made or obtained by such Party with, nor are any required to be obtained by the Company such Party with or from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the Company such Party and the consummation of the TransactionsTransactions except as would not, individually or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Timeaggregate, reasonably be expected to have a Material Adverse Effect on such Party. (iib) The Subject to obtaining the Requisite Entegris Vote, the Entegris Charter Vote and the Requisite Versum Vote, as applicable, the execution, delivery and performance of this Agreement by the Company such Party do not, and the consummation of the Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate Organizational Documents of incorporation such Party or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien an Encumbrance on any of the assets of the Company such Party or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company such Party or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i5.4(b), under any Law to which the Company such Party or any of its Subsidiaries is subject, subject or (Ciii) any change in the rights or obligations of any party under any Contract binding on the Company upon such Party or any of its Subsidiaries. Section 5.2(d)(ii, except, in the case of clause (ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10or (iii) of Regulation S-K under the Securities Act of 1933above, as amendedwould not, pursuant individually or in the aggregate, reasonably be expected to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)have a Material Adverse Effect on such Party.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing of the Certificate of Merger pursuant to Section 1.6filings, no notices, reports or other filings are required to be made by the Company withreports, nor are any consents, registrations, approvals, permits permits, waivers, consultation, advice, expirations of waiting periods or authorizations pursuant to, in compliance with or required to be made under, (i) the DGCL, (ii) the Exchange Act and the Securities Act, (iii) the rules and regulations of NASDAQ and (iv) state securities, takeover and “blue sky” Laws (the filings, notices, reports, consents, registrations, approvals, permits, waivers, consultation, advice, expirations of waiting periods and authorizations contemplated by the foregoing clauses (i) through (iv), the “Parent Approvals”), no filings, notices, reports, consents, registrations, approvals, permits, waivers, consultation, advice, expirations of waiting periods or authorizations are required to be obtained by the Company Parent, Merger Sub or Merger Sub II from, or to be given by Parent, Merger Sub or Merger Sub II to, or to be made or held by Parent, Merger Sub or Merger Sub II with, any Governmental EntityEntity or any labor or trade union, works council or other employee representative body, in connection with the execution, delivery and performance by Parent, Merger Sub and Merger Sub II of this Agreement by the Company and the consummation of the TransactionsMergers and the other transactions contemplated by this Agreement, except for those filings, notices, reports, consents, registrations, approvals, permits, waivers, consultation, advice, expirations of waiting periods or authorizations the failure of which to be obtained, given, made or held (x) does not constitute a Parent Material Adverse Effect and (y) would not, individually or in connection with the continuing operation aggregate, reasonably be expected to prevent or materially delay or impair the ability of Parent, Merger Sub or Merger Sub II to consummate the business of Mergers and the Company and its Subsidiaries following the Effective Timeother transactions contemplated by this Agreement. (iib) The execution, delivery and performance of this Agreement by the Company Parent, Merger Sub and Merger Sub II do not, and the consummation of the Transactions Mergers and the other transactions contemplated by this Agreement will not, constitute or result in (Ai) a conflict with, a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of Parent, Merger Sub or Merger Sub II (assuming the Company or the comparable governing instruments of any of its SubsidiariesParent Stockholder Approval is obtained), (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the creation loss of any benefit under, the creation, modification or acceleration of any obligations under, under or the creation of a Lien (other than Permitted Liens) on any of the properties, rights or assets of the Company Parent or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company Parent or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the TransactionsMergers and the other transactions contemplated by this Agreement) compliance with the matters referred to in Section 5.2(d)(i6.4(a), under any applicable Law to which the Company Parent or any of its Subsidiaries is subject, subject or (Ciii) any change in the rights or obligations of any party under any Contract legally binding on the Company upon Parent or any of its Subsidiaries. Section 5.2(d)(ii, except, in the case of clause (ii) of the Company Disclosure Letter sets forth or (iii) directly above, for any such conflict, breach, violation, termination, default, loss, creation, modification, acceleration or change that (x) does not constitute a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) Parent Material Adverse Effect and (Cy) above)would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the ability of Parent, Merger Sub or Merger Sub II to consummate the Mergers and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate of Merger filings and/or notices (A) pursuant to Section 1.61.3, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (C) to comply with state securities or “blue-sky” laws, and (D) required to be made with the NASDAQ National Market, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits orders, permits, authorizations or authorizations other actions required to be obtained by the Company or any of its Subsidiaries from, any Governmental Entity, Entity in connection with the execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the TransactionsMerger and the other transactions contemplated hereby, except those that the failure to make or obtain would not reasonably be expected to have, individually or in connection with the continuing operation of the business of the aggregate, a Company and its Subsidiaries following the Effective TimeMaterial Adverse Effect. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the Transactions Merger and the other transactions contemplated hereby will not, constitute or conflict with, result in (A) a breach or violation of any provision of, or result in the imposition of any Lien upon any property or assets of the Company or any of its Subsidiaries pursuant to, result in a default (or an event which, with or without notice or lapse of time, or both, would result in a default) under, require any consent, waiver or approval under, give rise to a right of, or result in, any termination, cancellation, modification or acceleration of any right or obligation or loss of a benefit under (A) the certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration terms of any obligations undernote, or the creation bond, mortgage, deed of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant totrust, any agreementindenture, lease, license, authorization, permit, concession, franchise, contract, notearrangement, mortgageunderstanding, indenture, arrangement agreement or other instrument, obligation, whether oral condition or covenant (collectively, “Contracts”) pursuant to which there are obligations or commitments or consideration by any party thereto valued in excess of $250,000 in any year or in writing excess of $500,000 during the initial term thereof (eachcollectively, a “ContractMaterial Contracts”), binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i), under any Law to which the Company or any of its Subsidiaries is a party or bound or to which its or their property or assets is subject, or (C) any change in the rights or obligations of any party under any Contract binding on Law applicable to the Company or any of its SubsidiariesSubsidiaries or their respective properties or assets or any Order of any Governmental Entity, arbitrator or other authority having jurisdiction over the Company or any of its Subsidiaries or any of its or their properties or assets; except in the case of clause (C), for such conflict, breach, violation or imposition that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 5.2(d)(ii5.1(d) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts that would be required to be filed by of the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not transactions contemplated by this Agreement. Each of the Material Contracts of the Company and its Subsidiaries is in full force and effect and enforceable in accordance with its terms, subject to the exception set forth with Bankruptcy and Equity Exception, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries is a party to or bound by any non-competition contract or other Contract that purports to limit in any respect either the type of business in which the Company or its Subsidiaries (or, after giving effect to clauses (Bthe Merger, Parent or its Subsidiaries) and (C) above)may engage or the manner or locations in which any of them may so engage in any business.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate of Merger filings and/or notices pursuant to Section 1.61.3, under the Exchange Act and the HSR Act, and the approvals of the Governmental Entities listed in Section 5.1(d)(i) of the Company Disclosure Letter, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any Federal, state or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the TransactionsMerger and the other transactions contemplated hereby, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate articles of incorporation or by-laws of the Company or the comparable similar governing instruments documents of any of its Subsidiaries, in each case as in effect, (B) with or without notice, lapse of time or both, a breach or violation of, a termination termination, cancellation or modification (or right of termination, cancellation or modification) or a default under, the payment of additional fees, the creation or acceleration of any obligations under, under or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, settlement, consent, note, mortgage, indenture, arrangement or other obligation, whether oral obligation not otherwise terminable by the other party thereto on 90 calendar days’ or in writing less notice (each, a “Contract”), ) binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i5.1(d)(i), under any Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of any party under any Contract binding on upon the Company or any of its Subsidiaries. Section 5.2(d)(ii) , except, in the case of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses clause (B) and or (C) above), for any such breach, violation, termination, default, creation, acceleration or change that is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (a) Other than (i) Other than the filings and/or notices pursuant to Section 1.3, (ii) compliance with applicable requirements under the HSR Act, (iii) compliance with applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) including the filing of the Certificate Proxy Statement, in connection with the Company Requisite Vote, and (iv) compliance with applicable rules and regulations of Merger pursuant to Section 1.6Nasdaq, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other Transactions, the failure of which to make or obtain are not, individually or in connection with the continuing operation aggregate, reasonably likely to have a Material Adverse Effect or prevent, materially delay or materially impair the consummation of the business of the Company and its Subsidiaries following the Effective TimeTransactions. (iib) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Merger and the other Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments documents of any of its Subsidiaries, (Bii) with a grant of rights to any third party under any Specified Contract or a creation of obligations for the Company or any of its Subsidiaries under any Specified Contract, in addition to those obligations of the Company or its Subsidiaries in effect on the date of this Agreement not otherwise terminable by the other party thereto without penalty upon 30 days’ notice, lapse of time or both, (iii) a breach or violation of, a termination (or right of termination) or a default underpursuant to any Specified Contract (as defined in Section 5.10(a)(x)) not otherwise terminable by the other party thereto without penalty upon 30 days’ notice or less, the creation or acceleration of any obligations under, or (iv) the creation of a any Lien (other than Permitted Liens (as defined below)) on any of the assets of the Company or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), binding upon the Company or any of its Subsidiaries or, v) assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other Transactions) compliance with the matters referred to in Section 5.2(d)(i)5.4(a) and Section 5.4(a) of the Company Disclosure Letter, a violation under any Law to which the Company or any of its Subsidiaries is subject, except, in the case of clause (ii), (iii), (iv) or (Cv) above, for any such breach, violation, termination, default, creation, acceleration or change that is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect. (c) As used in this Agreement, “Permitted Liens” means (i) Liens arising out of or resulting from Taxes, assessments or governmental charges or levies not yet due and payable or are being contested in good faith by appropriate proceedings, (ii) Liens resulting from a precautionary filing by a lessor with respect to a lease, (iii) Liens imposed by Law, such as carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than 60 days past due or which are being contested in good faith by appropriate proceedings, (iv) purchase money security interests for the purchase or leasing of office equipment, computers, vehicles and other items of tangible personal property, (v) in the case of real property, zoning, building, subdivision, environmental, entitlement or other land use regulations, (vi) in the case of real property, easements, quasi-easements, encumbrances, licenses, covenants, rights-of-way, rights of re-entry or obligations of any party under any Contract binding on the Company other restrictions and similar agreements, conditions or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts restrictions or Liens that would be required shown by a current title report or other similar report or listing or by a current survey or physical inspection, and (vii) any other Liens which are not, individually or in the aggregate, reasonably likely to be filed by materially and adversely affect the Company and its Subsidiaries, taken as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)whole.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate of Merger filings and/or notices (A) pursuant to Section 1.61.3, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), (C) the foreign antitrust and merger control laws listed on Section 5.1(d)(i)(C) of the Company Disclosure Letter (the “Foreign Antitrust Laws”), (D) under the Exchange Act, (E) under the rules of the NYSE and (F) set forth on Section 5.1(d)(i)(F) of the Company Disclosure Letter (the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the TransactionsMerger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in connection with the continuing operation aggregate, have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the business of the Company and its Subsidiaries following the Effective Timetransactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Significant Subsidiaries pursuant to, to any material agreement, lease, license, contract, note, mortgage, indenture, arrangement arrangement, commitment, bond or other obligation, whether oral or in writing obligation (each, a “Contract”), binding upon ) 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 or, (C) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i5.1(d)(i), under a violation of any Law to which the Company or any of its Subsidiaries is subject, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the rights aggregate, have a Company Material Adverse Effect or obligations of any party under any Contract binding on prevent, materially delay or materially impair the Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing filings, notices, reports, consents, registrations, approvals, permits, expirations of the Certificate of Merger waiting periods or authorizations (“Filings”) (i) pursuant to Section 1.6the DGCL, no noticesHSR Act, reports or other filings are the Exchange Act and the Securities Act, (ii) required to be made by with the Company withNYSE, nor are any (iii) pursuant to federal and state securities, takeover and “blue sky” Laws and (iv) included in Section 5.4(a) of the King Disclosure Letter or the Crown Disclosure Letter (collectively, the “Approvals”), no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made or obtained by such Party with, nor are any required to be obtained by the Company such Party with or from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the Company such Party and the consummation of the TransactionsTransactions except as would not, individually or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Timeaggregate, reasonably be expected to have a Material Adverse Effect on such Party. (iib) The Subject to obtaining the Requisite King Vote and the Requisite Crown Vote, as applicable, the execution, delivery and performance of this Agreement by the Company such Party do not, and the consummation of the Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate Organizational Documents of incorporation such Party or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien an Encumbrance on any of the assets of the Company such Party or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company such Party or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i), 5.4(a) under any Law to which the Company such Party or any of its Subsidiaries is subject, subject or (Ciii) any change in the rights or obligations of any party under any Contract binding on the Company upon such Party or any of its Subsidiaries. Section 5.2(d)(ii, except, in the case of clause (ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10or (iii) of Regulation S-K under the Securities Act of 1933above, as amendedwould not, pursuant individually or in the aggregate, reasonably be expected to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)have a Material Adverse Effect on such Party.

Governmental Filings; No Violations; Certain Contracts. (a) Other than (i) Other than reports and filings under, and compliance with, the filing Securities Act or the Exchange Act of 1934, as amended (the Certificate “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) the filings under the rules and regulations of Merger pursuant to Section 1.6OTCQB in connection with the Issuance and the Conversion and (iii) such filings and approvals as may be required under the California securities Laws, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity, ”) in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the TransactionsIssuance, the Conversion and the other transactions contemplated hereby, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective TimeClosing, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. (iib) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions Issuance, the Conversion and the other transactions contemplated hereby will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate articles of incorporation or by-laws bylaws of the Company or the comparable governing instruments documents of any of its Subsidiaries, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, to any written or oral agreement, lease, licenselicense (including Intellectual Property Contracts), contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing obligation (each, a “Contract”), ) binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the TransactionsIssuance, the Conversion and the other transactions contemplated hereby) compliance with the matters referred to in Section 5.2(d)(i), 2.5(a)(i) under any Law Laws to which the Company or any of its Subsidiaries is are subject, or (Ciii) any change in the rights or obligations of any party under any Contract binding on upon the Company or any of its Subsidiaries. Section 5.2(d)(ii, except, in the case of clause (ii) of or (iii) above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to be material and adverse to the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company its Subsidiaries, taken as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under whole, or prevent, materially delay or materially impair the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than Except for any consents, approvals, filings or registrations required in connection with the filing of transactions contemplated by the Certificate of Merger pursuant to Section 1.6Agreement, no notices, reports or other filings are required to be made by the Company Buyer with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Buyer from, any Governmental Entity, Entity in connection with the execution, delivery and performance of this Agreement by the Company Buyer and the consummation of the Transactions, or except (i) as required under applicable requirements of the Securities Act, the Exchange Act, any applicable foreign securities laws, and state securities, takeover and “blue sky” laws, in connection with this Agreement and the continuing operation Transactions and (ii) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be likely to prevent, materially delay or materially impair the consummation of the business of the Company and its Subsidiaries following the Effective TimeTransactions. (iib) The execution, delivery and performance of this Agreement by the Company Buyer do not, and the consummation of the Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate Organizational Documents of incorporation Buyer or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien on any of the assets of the Company or Buyer pursuant to any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company or any of its Subsidiaries Buyer or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i4.3(a), under any Law to which the Company or any of its Subsidiaries Buyer is subject, or (C) any change except, in the rights case of clause (ii) above, for any such breach, violation, termination, default, creation or obligations of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts acceleration that would not, individually or in the aggregate, reasonably be required likely to be filed by prevent, materially delay or materially impair the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)Transactions.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing of the Certificate of Merger pursuant to Section 1.6Company Approvals, no expirations of waiting periods under applicable Laws are required and notices, reports or other filings are required to be made by the Company Buyer with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Buyer from, any Governmental Entity, Entity in connection with the execution, delivery and performance of this Agreement and the Transaction Documents by the Company and Buyer or the consummation of the Transactions, except those that the failure to make or obtain would not, individually or in connection with the continuing operation aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the business of the Company and its Subsidiaries following the Effective TimeTransactions. (iib) The execution, delivery and performance by Buyer of this Agreement by and the Company Transaction Documents to which it is a party do not, and the consummation of the Transactions will not, constitute conflict with, or result in (A) a any breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both) under, a breach or violation of, a termination (or give rise to any right of termination) or a default under, the creation loss of rights, adverse modification of provisions, cancellation or acceleration of any obligations under, or result in the creation of a Lien on any of the assets of the Company or Buyer under any provision of (i) its Subsidiaries pursuant toOrganizational Documents, (ii) any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company Buyer or any of its Subsidiaries or, Affiliates or (iii) assuming (solely with respect to performance of this Agreement and the Transaction Documents and consummation of the Transactions) compliance with receipt of the matters referred to in Section 5.2(d)(i)Company Approvals, under any Law to which Buyer or its Affiliates is subject, except, in the Company case of clauses (ii) and (iii) above, for any such breach, violation, default, termination, loss, adverse modification, cancellation, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactions. (c) None of Buyer or any of its Subsidiaries is subjectAffiliates or any officer, employee, agent or (C) any change in the rights clinical investigator thereof has been suspended, debarred, excluded or obligations convicted of any party crime or -55- engaged in any conduct that would reasonably be expected to result in debarment under any Contract binding on the Company 21 U.S.C. Section 335a, exclusion under 42 U.S.C. Section 1320a-7 or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)similar Action.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate of Merger filings and/or notices (A) pursuant to Section 1.61.5, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and any other applicable antitrust, competition or similar Laws of any foreign jurisdiction, (C) the filing with the SEC of the Offer Document and Schedule 14D-9, (D) under the rules of the NYSE, and (E) pursuant to any applicable foreign or state securities or blue sky laws (collectively, clauses (A) through (E), the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any Governmental Entity, Entity in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Transactions, except those that the failure to make or obtain would not, (x) individually or in connection with the continuing operation aggregate, be reasonably likely to have a Company Material Adverse Effect or (y) prevent, materially delay or materially impair the consummation of the business of the Company and its Subsidiaries following the Effective TimeTransactions. (ii) The Assuming compliance with the matters referenced in Section 3.1(d)(i) and receipt of the Company Approvals, the execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions by the Company will not, not constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation Charter or by-laws Bylaws of the Company or the comparable governing instruments of any of its Significant Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination or a recapture (or right of terminationtermination or recapture) or a default under, the creation or acceleration of any obligations underpursuant to, any lease, license, contract, note, mortgage, indenture, agreement, arrangement or other instrument or obligation (each, a “Contract”) binding upon the Company or any of its Subsidiaries or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, or (C) a violation of, or conflict with, any agreement, lease, license, contract, note, mortgage, indenture, arrangement Order or other obligation, whether oral or in writing (each, a “Contract”), binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i), under any Law Laws to which the Company or any of its Subsidiaries is subject, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the rights aggregate, is not reasonably likely to have a Company Material Adverse Effect or obligations of any party under any Contract binding on prevent, materially delay or materially impair the Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)Transactions.

Governmental Filings; No Violations; Certain Contracts. (a) Other than (i) Other than the filing by Parent of the Form S-4 of which the Proxy Statement/Prospectus is a part, (ii) (A) the filing of a Notification and Report Form by Parent pursuant to the HSR Act and the termination of the waiting period required thereunder, and (B) the receipt, termination or expiration, as applicable, of approvals or waiting periods required under all other applicable Antitrust Laws, (iii) the applicable requirements of the Securities Act, the Exchange Act and applicable state securities, takeover and “blue sky” Laws, (iv) any filings with the FCC as may be required pursuant to the Communications Laws, (v) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Indiana and (vi) any notice pursuant to Section 1.6the rules and regulations of NYSE, there are no notices, reports reports, declarations, submissions or other filings are required to be made by the Company Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations Consents required to be obtained by the Company Parent or Merger Sub from, any Governmental Entity, Entity in connection with the execution, delivery and performance of this Agreement by the Company Parent and Merger Sub and the consummation of the TransactionsTransactions and the Financing, except where the failure to make or obtain any such Consents has not had and would not, individually or in connection with the continuing operation aggregate, reasonably be expected to (x) have a Parent Material Adverse Effect or (y) prevent, materially delay or materially impair the ability of Parent and Merger Sub to consummate the business of Transactions or the Company and its Subsidiaries following the Effective TimeFinancing. (iib) The execution, delivery and performance of this Agreement by the Company Parent and Merger Sub do not, and the consummation of the Transactions and the Financing will not, constitute or result in (Ai) a breach or violation of, or a default under, or conflict with the certificate of incorporation or by-laws of the Company Parent or the comparable governing instruments articles of any of its Subsidiariesincorporation or by-laws Merger Sub, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under), the creation first refusal, modification, cancellation or acceleration of any obligations obligation or to the loss of a benefit under, or default under, or the creation of a Lien on any of the assets of the Company Parent pursuant to any Contracts to which Parent or any of its Subsidiaries pursuant tois a party or to which any of their respective properties, any agreement, lease, license, contract, note, mortgage, indenture, arrangement rights or other obligation, whether oral or in writing (each, a “Contract”), binding upon the Company or any of its Subsidiaries assets are subject or, assuming (solely with respect to performance of this Agreement and consummation of the TransactionsTransactions and the Financing) compliance with the matters referred to in Section 5.2(d)(i6.6(a), under any Law to which the Company or any of its Subsidiaries Parent is subject, or (Ciii) any change in the rights or obligations of any party under any Contract binding on the Company upon Parent or any of its Subsidiaries. Section 5.2(d)(ii, except, in the case of clause (ii) or (iii) above, for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, has not had and would not reasonably be expected to (x) have a Parent Material Adverse Effect or (y) prevent, materially delay or materially impair the ability of Parent to consummate the Transactions and the Financing. (c) As of the date hereof, Parent and its Subsidiaries are not creditors or claimants with respect to any debtors or debtor-in-possession subject to proceedings under chapter 11 of title 11 of the United States Code with respect to claims that, in the aggregate, constitute more than ten percent (10%) of the Company Disclosure Letter sets forth a correct gross assets of Parent and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions its Subsidiaries (whether or not subject to the exception set forth with respect to clauses (B) excluding cash and (C) abovecash equivalents).

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing of the Certificate of Merger pursuant to Section 1.6No notifications, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations are required to be obtained by the Company Seller from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and Seller or the consummation of the Transactions, or in connection with the continuing operation of the business Business by Buyer following the Closing, except for (i) the filing with the SEC of the Company Proxy Statement, (ii) as set forth in Section 4.9(a) of this Agreement, or (iii) as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect, (collectively, the items in clauses (i), (ii) and its Subsidiaries following (iii), the Effective Time“Seller Approvals”). (iib) The execution, delivery and performance of this Agreement by the Company Seller do not, and the consummation of the Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of the Company Seller or the comparable governing instruments documents of any of its Subsidiaries, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien charge, pledge, security interest, claim or other encumbrance on any of the assets of the Company Seller or any of its Subsidiaries pursuant to, to any agreement, lease, sublease, license, contract, note, mortgage, indenture, arrangement deed of trust, franchise, concession, arrangement, obligation or other obligation, understanding (whether oral written or in writing oral) (each, a “Contract”), ) binding upon the Company Seller or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i4.4(a), under any Law to which the Company Seller or any of its Subsidiaries is subject, or (Ciii) any change in the rights or obligations of any party under any Contract binding on the Company upon Seller or any of its Subsidiaries, except, in the case of clause (ii) or (iii) above, any such breach, violation, termination, acceleration, pledge, security interest, claim or other encumbrance, or change, as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. Section 5.2(d)(ii(b)4.4(b) of the Company Seller Disclosure Letter sets forth a correct and complete list of Material Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents a notice, consent, waiver or waivers are or may be other similar action is required prior to for the consummation of the Transactions Transactions. (whether c) Except for (i) relationships with Seller or not subject any of its Subsidiaries as an officer, director or employee thereof (and compensation by Seller or any of its Subsidiaries in consideration of such services) in accordance with the terms of their employment and (ii) relationships with Seller as stockholders or option holders therein, none of the directors or officers of Seller or, to the exception set forth Knowledge of Seller, Persons holding more than 5% of the Shares (“5% Holders”), or any member of any of their families or Affiliates, is presently a party to, or was a party to, during the two years preceding the date of this Agreement, any transaction or Contract with Seller or any of its Subsidiaries. None of the officers or directors of Seller or, to the Knowledge of Seller, 5% Holders has any interest in any property, real or personal, tangible or intangible, including inventions, copyrights or Trademarks, used in the business, or any supplier, distributor, or customer of Seller, except for normal rights of a stockholder. (d) None of Seller or any of its Subsidiaries is a party to or bound by any non-competition Contract or other Contract, in each case, that purports to limit, in any material respect, Seller’s ability (or after the Closing, Buyer’s ability) to conduct or operate the Business, including (i) the development, commercialization, manufacture, marketing, sale or distribution of any product that is being developed, manufactured, marketed, sold or distributed by Seller or any of its Subsidiaries with respect to clauses the Business (Beach such product, a “Seller Product”) that is material or would reasonably be expected to become material to the Business or (ii) the manner or locations in which any of them may so engage in any business with respect to the Seller Products. For the avoidance of doubt, the Wound Care Products shall be deemed Seller Products that are material to the Business. (e) Neither Seller nor any of its Subsidiaries are creditors or claimants with respect to any debtors or debtor-in-possession subject to proceedings under chapter 11 of title 11 of the United States Code with respect to claims that, in the aggregate, constitute more than 20% of the gross assets of Seller and its Subsidiaries (C) aboveexcluding cash and cash equivalents).

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing of the Certificate of Merger pursuant to Section 1.6, no notices, reports Except as would not materially impede or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Transactions, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time. (ii) The execution, delivery and performance of this Agreement by the Company do not, and delay the consummation of the Transactions will notand which would not reasonably be expected to have, constitute individually or result in the aggregate, a Material Adverse Effect, other than in connection with or in compliance with (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments State of any of its SubsidiariesDelaware, (Bii) with or without noticeapplicable state securities, lapse of time or both, a breach or violation of, a termination takeover and “blue sky” Laws and (or right of terminationiii) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or Antitrust Laws and other obligation, whether oral or in writing (each, a “Contract”), binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to Laws set forth in Section 5.2(d)(i), under any Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii3.3(a) of the Company Disclosure Letter sets forth a correct and complete list (collectively, the “Company Approvals”), no other consent of, or filing with, any Governmental Authority is necessary, under applicable Law, for the consummation by the Company of Contracts that would be the Transactions, except for such consents or filings as are not required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents obtained or waivers are or may be required made prior to consummation of the Transactions. (b) The execution and delivery by the Company of this Agreement do not, and (assuming the Company Approvals are obtained and the consummation of the Separation in accordance with the Separation Principles) the consummation of the Transactions and compliance with the provisions hereof will not, (whether i) result in any loss, or not suspension, limitation or impairment of any right of the SiC Entities to own or use any assets required for the conduct of the SiC Business or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a benefit under any Contract, license or permit binding upon Coherent or any of its Subsidiaries (including the Company and its Subsidiaries) to the extent such Contract, license or permit pertains to the SiC Business or by which or to which any of their respective properties, rights or assets are bound or subject to the exception set forth extent such properties, rights or assets are properties, rights or assets of the SiC Business, or result in the creation of any Liens other than Permitted Liens (provided that no Lien shall be deemed created by this Agreement or the Transaction Documents) upon any of the properties or assets of Coherent or any of its Subsidiaries (including the Company and its Subsidiaries) to the extent such properties or assets are properties or assets of the SiC Business, except in each case as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii) conflict with or result in any violation of any provision of the Organizational Documents, in each case, as amended or restated (whether by filing a statement with respect to clauses shares or otherwise), of Coherent or any of the SiC Entities or (Biii) conflict with or violate any applicable Laws, except in each case for such conflict or violation that would not materially impede or delay the consummation of the Transactions and (C) above)would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate of Merger filings and/or notices pursuant to Section 1.61.7, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements by the Company and the consummation of the Offer, the Merger and the other Transactions, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time, except those that the failure to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (ii) The execution, delivery and performance of this Agreement and the Ancillary Agreements by the Company do not, and the consummation of the Offer, the Merger and the other Transactions will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments documents of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing obligation (each, a “Contract”), ) binding upon on the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i), or under any Law to which the Company or any of its Subsidiaries is subject, (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s or its Subsidiaries’ right to own or use any Intellectual Property, or (CD) any change in the rights or obligations of any party under any Contract binding on the Company or any of its Subsidiaries, except, in the case of clause (B), (C) or (D) above, for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Section 5.2(d)(ii5.1(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts that would be required to be filed by the Company (as a “material contract” pursuant to Item 601(b)(10defined in Section 5.1(j)(i)) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B), (C) and (CD) above). (iii) Neither the Company nor any of its Subsidiaries is a party to or bound by any non-competition Contracts or other Contract that purports to limit in any material respect either the type of business in which the Company or its Subsidiaries (or, after giving effect to the Offer, the Merger, Parent or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business. (iv) The Company and its Subsidiaries are not creditors or claimants with respect to any debtors or debtor-in-possession subject to proceedings under chapter 11 of title 11 of the United States Code with respect to claims that, in the aggregate, constitute more than 25% of the gross assets of the Company and its Subsidiaries (excluding cash and cash equivalents).

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate West Virginia Articles of Merger with the Secretary of State of West Virginia pursuant to Section 1.61.3 and the filing under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement and the Shareholder Support Agreement by the Company and the consummation by the Company of the TransactionsMerger and the other transactions contemplated hereby and thereby, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time, except those for which the failure to obtain such consent, approval or waiver is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (ii) The execution, delivery and performance of this Agreement and the Shareholder Support Agreement by the Company do not, and the consummation of the Transactions Merger and the other transactions contemplated hereby and thereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate articles of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing obligation (each, a “Contract”), ) binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the TransactionsMerger and the other transactions contemplated hereby) compliance the filing of the West Virginia Articles of Merger with the matters referred to in Section 5.2(d)(i)Secretary of State of West Virginia and the requisite filing under the HSR Act, under any Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii) , except, in the case of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses clause (B) and or (C) above, for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries is a party to or bound by any non-competition Contracts or other Contract that purports to limit either the type of business in which the Company or its Affiliates (or, after giving effect to the Merger, Parent or its Affiliates) may engage or the manner or locations in which any of them may so engage in any business (for the avoidance of doubt, distribution agreements and similar Contracts entered into in the ordinary course of business consistent with past practice shall not be deemed to be “non-competition contracts” provided that such distribution agreements or similar Contracts do not in any way restrict Parent, Holdco or any of their Affiliates after consummation of the Merger). As used in this Agreement the term “Affiliate” means, with respect to any Person, any other Person controlling, controlled by or under common control with such Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise. For the avoidance of doubt, the parties agree that Hansford Associates Limited Partnership, a West Virginia limited partnership, is, and at all times will be, considered an Affiliate of the Company for purposes of this Agreement.

Governmental Filings; No Violations; Certain Contracts. (a) Other than (i) Other than the filings and/or notices pursuant to Section 2.3, (ii) the filing of applications and/or notices with Insurance Authorities and other Governmental Entities as set forth on Schedule 6.3(a) of the Certificate Mutual Group Disclosure Letter, and the approval of Merger pursuant to Section 1.6such applications or the expiration of any applicable waiting periods (the “Mutual Group Approvals”), and (iii) the filing with the SEC of the Proxy Statement and a Schedule 13E-3, no notices, reports or other filings are required to be made by the Company Mutual Group or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations Licenses required to be obtained by the Company Mutual Group or Merger Sub from, any Governmental Entity, Entity in connection with the execution, delivery and performance of this Agreement by the Company Mutual Group and Merger Sub and the consummation by the Mutual Group and Merger Sub of the TransactionsMerger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in connection with the continuing operation aggregate, reasonably be expected to prevent or materially delay the ability of the business of Mutual Group and Merger Sub to consummate the Company Merger and its Subsidiaries following the Effective Timeother transactions contemplated by this Agreement. (iib) The execution, delivery and performance of this Agreement by the Company Mutual Group and Merger Sub do not, and the consummation by the Mutual Group and Merger Sub of the Transactions Merger and the other transactions contemplated hereby will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company any of AMI, AMF or Merger Sub or the comparable governing instruments of any of its their respective Subsidiaries, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company any of AMI, AMF or any of its their respective Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contracts binding upon the Company any of AMI, AMF or any of its their respective Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i), or under any Law or License to which the Company any of AMI, AMF or any of its their respective Subsidiaries is subject, or (Ciii) any change in the rights or obligations of any party under any Contract binding on of such Contracts, except, in the case of clause (ii) or (iii) above, for any breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of the Mutual Group or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. For purposes of this Section 6(b), the Subsidiaries of AMI and AMF shall not include the Company or any of and its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate of Merger filings and/or notices pursuant to Section 1.61.3 and under the HSR Act, the filing with the Securities and Exchange Commission (the “SEC”) of the Proxy Statement in definitive form (the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the TransactionsMerger and the other transactions contemplated hereby, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments documents of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien on the Company Products (as defined in Section 5.1(d)(iii)) or any of the other assets of the Company or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing obligation (each, a “Contract”)) in each case, that would be binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the TransactionsMerger and the other transactions contemplated hereby) compliance with the matters referred to in Section 5.2(d)(i5.1(d)(i), under any Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of the Company or any party of its Subsidiaries under any Contract binding on upon the Company or any of its Subsidiaries, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, creation, acceleration or change that is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. Section 5.2(d)(ii5.1(d)(ii) of the Company Disclosure Letter Schedule sets forth a correct and complete list of Material Contracts that would be required to be filed by the Company (as a “material contract” pursuant to Item 601(b)(10defined in Section 5.1(j)(i)) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions transactions contemplated by this Agreement (whether or not subject to the exception exceptions set forth with respect to clauses (B) and (C) above). (iii) None of the Company or any of its Subsidiaries is a party to or bound by any non-competition Contract or other Contract, in each case, that purports to limit in any material respect either the type of business in which the Company or any of its Subsidiaries (or, after giving effect to the Merger, Parent or its Subsidiaries) may engage, including the development, commercialization, manufacture, marketing, sale or distribution of any Company Product that is material or would be reasonably be expected to become material to the Company or any of its Subsidiaries, or the manner or locations in which any of them may so engage in any business with respect to the Company Products. As used in this Agreement, (A) the term “Products” means all “drugs” and “devices” as those terms are defined in Section 201 of the Federal Food, Drug and Cosmetic Act of 1938, as amended (the “FDCA”), including all biological, pharmaceutical and drug candidates, compounds or products, and (B) the term “Company Products” means all Products that are being researched, tested, developed, commercialized, manufactured, sold or distributed by the Company or any of its Subsidiaries and all Products with respect to which the Company or any of its Subsidiaries has royalty rights.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate of Merger filings and/or notices pursuant to Section 1.61.3, Section 6.4 and Section 6.5, and under the HSR Act (the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any (a) nation, state, commonwealth, province, territory, county, municipality, district, or other jurisdiction of any nature, or any political subdivision thereof, (b) federal, state, local, municipal, foreign, or other government, or (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, contractor, regulatory body, or other entity and any court, arbitrator, or other tribunal), including, but not limited to, the National Supplier Clearinghouse, the Durable Medical Equipment Regional Carriers, and any Medicare Program Safeguards contractor (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the TransactionsMerger and the other transactions contemplated hereby, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time, except those that the failure to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate articles of incorporation or by-laws bylaws of the Company or the comparable governing instruments of any of its SubsidiariesCompany, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing obligation (each, a “Contract”), ) binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the TransactionsMerger and the other transactions contemplated hereby) compliance with the matters referred to in Section 5.2(d)(i5.1(d)(i), under any Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of any party under any material Contract binding on upon the Company or any of its SubsidiariesSubsidiaries except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, have a Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. Section 5.2(d)(ii5.1(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of material Contracts that would be required to be filed by the Company (as defined in Section 5.1(j)(ii), each a “material contract” pursuant to Item 601(b)(10Material Contract”)) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing of the Certificate of Merger filings and/or notices pursuant to Section 1.62.3 and under the HSR Act (the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other Transactions, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or materially delay the consummation of the Transactions. (iib) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions will not, (i) constitute or result in (A) a breach or violation of, or a default under, the certificate articles of incorporation or by-organization, by laws of the Company or the comparable governing instruments of the Company and any of its Subsidiaries, (Bii) constitute or result in, with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other Transactions) compliance with the matters referred to in Section 5.2(d)(i6.1.4(a), under any Law to which the Company or any of its Subsidiaries is subject, subject or (Ciii) constitute or result in any change (adverse to the interests of the Company) in the rights or obligations of any party under any Contract binding on the Company or any of its Subsidiaries, except, in the case of clause (ii) or (iii) above, for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or prevent or materially delay the consummation to the Transactions. Section 5.2(d)(ii6.1.4(b) of the Company Disclosure Letter Schedule sets forth a correct and complete list of Material Contracts that would be required to be filed by the Company (as a “material contract” pursuant to Item 601(b)(10defined in Section 6.1.11(a)) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (Bii) and (Ciii) above). (c) Neither the Company nor any of its Subsidiaries is a party to or bound by any non-competition Contracts or any other Contract that purports to limit either the type of business in which the Company or its Subsidiaries (or, after giving effect to the Merger, Parent or its Subsidiaries) may engage or the manner or locations in which any of the Company or its Subsidiaries (or, after giving effect to the Merger, Parent or its Subsidiaries) may engage in any business, except for any limits that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, or prevent or materially delay the consummation to the Transactions. (d) The Company and its Subsidiaries are not creditors or claimants with respect to any debtors or debtor-in-possession subject to proceedings under chapter 11 of title 11 of the United States Code with respect to claims that, in the aggregate, constitute more than 25% of the gross assets of the Company and its Subsidiaries (excluding cash and cash equivalents).

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing filings, notices, reports, consents, registrations, approvals, permits, expirations of the Certificate of Merger waiting periods or authorizations (i) pursuant to Section 1.6the DGCL, no noticesHSR Act, reports or other filings are the Exchange Act and the Securities Act, (ii) required to be made by with the Company withNYSE, nor are any (iii) pursuant to state securities, takeover and “blue sky” Laws and (iv) included in Exhibit C as Requisite Regulatory Approvals (collectively, the “Approvals”), no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made or obtained by such Party with, nor are any required to be obtained by the Company such Party with or from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the Company such Party and the consummation of the TransactionsTransactions except as would not, individually or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Timeaggregate, reasonably be expected to have a Material Adverse Effect on such Party. (iib) The execution, delivery and performance of this Agreement by the Company such Party do not, and the consummation of the Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate Organizational Documents of incorporation such Party or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien an Encumbrance on any of the assets of the Company such Party or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company such Party or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i5.4(a), under any Law to which the Company such Party or any of its Subsidiaries is subject, subject or (Ciii) any change in the rights or obligations of any party under any Contract binding on the Company upon such Party or any of its Subsidiaries. Section 5.2(d)(ii, except, in the case of clause (ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10or (iii) of Regulation S-K under the Securities Act of 1933above, as amendedwould not, pursuant individually or in the aggregate, reasonably be expected to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)have a Material Adverse Effect on such Party.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing expirations of waiting periods and the Certificate filings, notices, reports, consents, registrations, approvals, permits and authorizations under the HSR Act, the Exchange Act, and the DGCL no expirations of Merger pursuant to Section 1.6waiting periods under applicable Antitrust Laws, no or any notices, reports or other filings are required to be made by the Company Parent with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Parent from, any Governmental Entity, Entity in connection with the execution, delivery and performance of this Agreement and the Transaction Documents by the Company and Parent or Merger Sub or the consummation of the Transactions, except those that the failure to make or obtain would not, individually or in connection with the continuing operation aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the business of the Company and its Subsidiaries following the Effective TimeTransactions. (iib) The execution, delivery and performance by Parent and Merger Sub of this Agreement by and the Company Transaction Documents to which they are a party do not, and the consummation of the Transactions will not, constitute conflict with, or result in (A) a any breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both) under, a breach or violation of, a termination (or give rise to any right of termination) or a default under, the creation loss of rights, adverse modification of provisions, cancellation or acceleration of any obligations under, or result in the creation of a Lien on any of the material assets of the Company Parent or Merger Sub under any provision of its Subsidiaries pursuant to(i) their respective Organizational Documents, (ii) any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company Parent or any of its Subsidiaries or, Merger Sub or (iii) assuming (solely with respect to performance of this Agreement and the Transaction Documents and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i4.4(a), under any Law to which the Company Parent or any of its Subsidiaries Merger Sub is subject, or (C) any change except, in the rights case of clauses (ii) and (iii) above, for any such breach, violation, default, termination, loss, adverse modification, cancellation, acceleration or obligations of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts creation that would not, individually or in the aggregate, reasonably be required expected to be filed by prevent, materially delay or materially impair the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)Transactions.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the No consent, approval, order or authorization of, or registration, declaration or filing of the Certificate of Merger pursuant to Section 1.6with or notice to, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations Government Authority is required to be obtained or made by the Company from, any Governmental Entity, such Holder in connection with the executionexecution and delivery of this Agreement, except for (i) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” Laws (collectively, “Required Filings”) and (ii) such consents, authorizations, filings, approvals and registrations which, if not obtained or made, are not reasonably likely to prevent, materially delay or materially impair the performance of such Holder’s obligations under this Agreement. 2 NTD: To be included only in Cellectis version of this Agreement (b) The execution and delivery and performance by such Holder of this Agreement by the Company and the consummation of the Transactions, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time. (ii) The execution, delivery and performance of this Agreement by the Company do does not, and the consummation of compliance with the Transactions provisions hereof will not, constitute conflict with, or result in (A) a any violation or breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, notice or lapse of time time, or both) under, or give rise to a breach or violation right of, a termination (or right of result in, termination) or a default under, the creation cancellation, modification or acceleration of any obligations obligation or to the loss of a material benefit under, or result in the creation of a any Lien on in or upon any of the properties, assets or rights of the Company such Holder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) any written agreement to which such Holder is a party or by which such Holder or any of his properties or assets may be bound, (ii) any Law applicable to such Holder or by which such Holder or any of its Subsidiaries properties or assets may be bound or (iii) following a valid Transfer pursuant toto Section 1.2, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance such Holder that is an entity, the organizational documents of such Holder, except as would not, individually or in the aggregate, be reasonably expected to prevent or materially delay the ability of such Holder to perform such Holder’s obligations under this Agreement and consummation of or to consummate the Transactions) compliance with the matters referred to in Section 5.2(d)(i), under any Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)transactions contemplated hereby.

Governmental Filings; No Violations; Certain Contracts. (i) Other than Except for (A) such filings of reports under the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder; (B) such filings and notifications as may be required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the rules and regulations promulgated thereunder; (C) any required consent, approval, order or authorization of, or registration, declaration or filing with, the Financial Industry Regulatory Authority (“FINRA”) and the U.K. Financial Services Authority (the “FSA”); (D) the applicable requirements of the NYSE; or (E) the filing with the Secretary of State of the State of Delaware of the Company Certificate of Merger pursuant to Section 1.6, and the DPA Certificate of Merger as required by the DGCL and DLLCA; no material notices, reports or other filings are required to be made by the Company Parties or their Subsidiaries with, nor are any material consents, registrations, approvals, permits or authorizations required to be obtained by the Company Parties or their Subsidiaries from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity or any “self regulatory organization” as defined in Section 3(a)(26) of the Exchange Act (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company Parties and the consummation of the Transactions, or in connection with Mergers and the continuing operation of the business of the Company and its Subsidiaries following the Effective Timeother transactions contemplated hereby. (ii) The execution, delivery and performance of this Agreement by the Company Parties do not, and the consummation of the Transactions Mergers and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of the Company or the comparable governing instruments documents of any of its the Company's Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or or, acceleration of any obligations under, or the creation of a Lien (other than a Permitted Lien) on any of the assets assets, of the Company Parties or any of its their Subsidiaries pursuant to, to any agreement, lease, license, contract, note, bond, mortgage, indenture, arrangement indenture or other obligation, whether oral or in writing instrument (each, a “Contract”), binding upon ) to which any of the Company Parties or any of its their Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation is a party or by which any of the TransactionsCompany Parties or any of their Subsidiaries or any of their respective properties are bound or (C) compliance with assuming that the matters consents, approvals and filings referred to in Section 5.2(d)(i)5.1(d)(i) are duly obtained and/or made, under a violation of any Law to which any of the Company Parties or any of its their Subsidiaries is subject, except, in the case of clause (B) or (C) any change above, as would not, individually or in the rights or obligations of any party under any Contract binding on the aggregate, have a Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing filings, notices, reports, consents, registrations, approvals, permits, clearances, expirations or terminations of the Certificate of Merger waiting periods or authorizations (i) pursuant to Section 1.6the DGCL, (ii) under the HSR Act, the Exchange Act and the Securities Act, (iii) required to be made with NASDAQ, and (iv) state securities, takeover and “blue sky” Laws, no filings, notices, reports reports, consents, registrations, approvals, permits, clearances, expirations or other filings terminations of waiting periods or authorizations are required to be made by the Company TSIA or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company TSIA or Merger Sub from, any Governmental Entity, Entity in connection with the execution, delivery and performance of this Agreement by the Company TSIA and Merger Sub and the consummation of the Transactions, or in connection with the continuing operation of the business of the Company TSIA and its Subsidiaries following the Effective Time, except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on TSIA or prevent, materially delay or materially impair the ability of TSIA or Merger Sub to consummate the Transactions. (iib) The execution, delivery and performance of this Agreement by the Company TSIA and Merger Sub do not, and the consummation of the Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate Organizational Documents of incorporation TSIA, Merger Sub or by-laws of the Company or the comparable governing instruments of any of its TSIA’s other Subsidiaries, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien on any of the assets of the Company TSIA or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company TSIA or any of its Subsidiaries Subsidiaries, or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i4.4(a), under any Law to which the Company TSIA or any of its Subsidiaries is subject, subject or (Ciii) any change in the rights or obligations of any party under any Contract binding on the Company upon TSIA or any of its Subsidiaries. Section 5.2(d)(ii, except, in the case of clause (ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10or (iii) of Regulation S-K under the Securities Act of 1933above, as amendedwould not, pursuant individually or in the aggregate, reasonably be expected to which consents have a material adverse effect on TSIA or waivers are prevent, materially delay or may be required prior materially impair the ability of TSIA to consummation of consummate the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)Transactions.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing of the Certificate of Merger pursuant to Section 1.6filings, no notices, reports or other filings are required to be made by the Company withreports, nor are any consents, registrations, approvals, permits permits, waivers, expirations of waiting periods or authorizations pursuant to, in compliance with or required to be made under, (i) the DGCL, (ii) the Securities Act and the Exchange Act, (iii) the HSR Act, (iv) the rules and regulations of the NYSE, (v) the state securities, takeover and “blue sky” Laws and (vi) those set forth in Section 6.4(a)(vi) of the Clover Disclosure Letter, (the filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods and authorizations contemplated by the foregoing clauses (i) through (vi), the “Clover Approvals”), no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Company Clover or Merger Sub from, or to be given by Clover or Merger Sub to, or to be made by Clover or Merger Sub with, any Governmental EntityAuthority, in connection with the execution, delivery and performance by Clover and Merger Sub of this Agreement by and the Company Transaction Documents to which it is, or will be a party to as of the Effective Time and the consummation of the TransactionsMerger and the other transactions contemplated hereby and thereby, or in connection with the continuing operation of the business of the Company Clover and its Subsidiaries following after the Effective Time, except those the failure to make, give or obtain would not, individually or in the aggregate, reasonably be expected to result in a Clover Material Adverse Effect or have a material adverse effect on the ability of Clover to perform its obligations hereunder or under the Transaction Documents or to consummate the transactions contemplated hereby or thereby, taken as a whole. (b) Other than the filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations pursuant to, or in connection, in compliance or required to be made with, (i) the Clover Stockholder Approval, and (ii) except for those set forth in Section 6.4(b)(vi) of the Clover Disclosure Letter (such filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods and authorizations in clauses (i) and (ii), the “Clover Third-Party Consents”), no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations that are related to or used in connection with the businesses or any of the operations of Clover or its Subsidiaries, as currently operated, are required to be obtained by Clover or any of its Subsidiaries from, or to be given by Clover, Merger Sub or any of their Subsidiaries to, or to be made by Clover or any of its Subsidiaries with, any Person that is not a Governmental Authority in connection with the execution, delivery and performance by Clover and Merger Sub of this Agreement and the Transaction Documents to which Clover or Merger Sub is or will be party to as of the Effective Time and the consummation of the Merger and the other transactions contemplated by this Agreement and the Transaction Documents, or in connection with the continuing operation of the business of Clover and its Subsidiaries after the Effective Time, except those failure to make, give or obtain would not, individually or in the aggregate, reasonably be expected to result in a Clover Material Adverse Effect or have a material adverse effect on the ability of Clover to perform its obligations hereunder or under the Transaction Documents or to consummate the transactions contemplated hereby or thereby, taken as a whole. (c) The execution, delivery and performance by Clover and Merger Sub of this Agreement by and the Company Transaction Documents to which each is or will be a party as of the Effective Time do not, and the consummation of the Transactions Merger and the other transactions contemplated by this Agreement and the Transaction Documents will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate Organizational Documents of incorporation Clover or by-laws of the Company Merger Sub or the comparable governing instruments of any of its SubsidiariesSubsidiaries of Clover, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation or acceleration of any obligations under, under or the creation of a Lien on any of the properties, rights or assets of the Company Clover, Merger Sub or any of its their Subsidiaries pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company Clover, Merger Sub or any of its such Subsidiaries or, assuming (solely with respect to performance of this Agreement and the Transaction Documents and consummation of the TransactionsMerger and the other transactions contemplated by this Agreement and the Transaction Documents) compliance with the matters referred to in Section 5.2(d)(i)6.4(a) and receipt of all Clover Third-Party Consents, under any applicable Law to which the Company Clover or any of its Subsidiaries is subject, subject or (Ciii) any change in the rights or obligations of any party under any Contract legally binding on the Company upon Clover, Merger Sub or any of its their Subsidiaries. Section 5.2(d)(ii, except, in the case of clause (ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be required expected to be filed by result in a Clover Material Adverse Effect or have a material adverse effect on the Company ability of Clover to perform its obligations hereunder or under the Transaction Documents or to consummate the transactions contemplated hereby or thereby, taken as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)whole.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate West Virginia Articles of Merger with the Secretary of State of West Virginia pursuant to Section 1.61.3 and the filing under the Hart-Xxxxx-Xxxxxx Xxxxtrust Improvements Act of 1976, as amended (the “HSR Act”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement and the Shareholder Support Agreement by the Company and the consummation by the Company of the TransactionsMerger and the other transactions contemplated hereby and thereby, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time, except those for which the failure to obtain such consent, approval or waiver is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (ii) The execution, delivery and performance of this Agreement and the Shareholder Support Agreement by the Company do not, and the consummation of the Transactions Merger and the other transactions contemplated hereby and thereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate articles of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing obligation (each, a “Contract”), ) binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the TransactionsMerger and the other transactions contemplated hereby) compliance the filing of the West Virginia Articles of Merger with the matters referred to in Section 5.2(d)(i)Secretary of State of West Virginia and the requisite filing under the HSR Act, under any Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii) , except, in the case of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses clause (B) and or (C) above, for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries is a party to or bound by any non-competition Contracts or other Contract that purports to limit either the type of business in which the Company or its Affiliates (or, after giving effect to the Merger, Parent or its Affiliates) may engage or the manner or locations in which any of them may so engage in any business (for the avoidance of doubt, distribution agreements and similar Contracts entered into in the ordinary course of business consistent with past practice shall not be deemed to be “non-competition contracts” provided that such distribution agreements or similar Contracts do not in any way restrict Parent, Holdco or any of their Affiliates after consummation of the Merger). As used in this Agreement the term “Affiliate” means, with respect to any Person, any other Person controlling, controlled by or under common control with such Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise. For the avoidance of doubt, the parties agree that Hansford Associates Limited Partnership, a West Virginia limited partnership, is, and at all times will be, considered an Affiliate of the Company for purposes of this Agreement.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing expirations of waiting periods and the Certificate of Merger pursuant to Section 1.6filings, notices, reports, consents, registrations, approvals, permits and authorizations under the HSR Act or other Antitrust Laws, no expirations of waiting periods under applicable Laws are required and notices, reports or other filings are required to be made by the Company Buyer with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Buyer from, any Governmental Entity, Entity in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements by the Company and Buyer or the consummation of the Transactions, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time. (iib) The execution, delivery and performance by Buyer of this Agreement by and the Company Ancillary Agreements to which it is a party do not, and the consummation of the Transactions will not, constitute conflict with, or result in (A) a any breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both) under, a breach or violation of, a termination (or give rise to any right of termination) or a default under, the creation loss of rights, adverse modification of provisions, cancellation or acceleration of any obligations under, or result in the creation of a Lien on any of the assets of Buyer under (i) any provision of the Company certificate of incorporation, by-laws or comparable governing documents of Buyer or its Affiliates, (ii) any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company Buyer or any of its Subsidiaries or, Affiliates or (iii) assuming (solely with respect to performance of this Agreement and the Ancillary Agreements and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i3.3(a), under any Law to which the Company Buyer or any of its Subsidiaries Affiliates is subject, or (C) any change except, in the rights case of clauses (ii) and (iii) above, for any such breach, violation, default, termination, loss, adverse modification, cancellation, acceleration or obligations of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts creation that would not, individually or in the aggregate, reasonably be required expected to be filed by prevent, materially delay or materially impair the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)Transactions.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate of Merger filings, notices and/or approvals (A) pursuant to Section 1.61.3, (B) under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HXX Xxx”), (X) xxxxx xxx Xxxxxxxx Xxx, (X) under the Competition Act (Canada) and the Bank Act of Canada (the “Canadian Approvals”), (E) other applicable antitrust Laws and (F) under the rules of NASDAQ National Market (“NASDAQ”) (collectively, the “Company Approvals”), no notices, applications, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any U.S. domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity, ”) in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the TransactionsMerger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in connection with the continuing operation aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the business of the Company and its Subsidiaries following the Effective Timetransactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing obligation (each, a “Contract”), ) binding upon the Company or any of its Subsidiaries or any of their respective assets or, (C) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i5.1(d)(i), under a violation of any Law Laws to which the Company or any of its Subsidiaries is subject, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the rights aggregate, would not reasonably be expected to have a Company Material Adverse Effect or obligations of any party under any Contract binding on prevent, materially delay or materially impair the Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing of the Certificate of Merger pursuant to Section 1.6No filings, no notices, reports or other filings are required to be made by the Company withreports, nor are any consents, registrations, approvals, permits or authorizations are required to be made by Parent or Merger Sub with, nor are any required to be made or obtained by the Company Parent or Merger Sub with or from, any Governmental Entity, Entity in connection with the execution, delivery and performance of this Agreement by the Company Parent and Merger Sub and the consummation of the Transactionstransactions contemplated by this Agreement, except as would not have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. (b) Parent is a “reporting issuer” in connection with the continuing operation Province of Ontario, as defined by applicable securities law, and is in good standing on the business of the Company date hereof and its Subsidiaries following will be in good standing at the Effective Time. (iic) The execution, delivery and performance of this Agreement by the Company Parent and Merger Sub do not, and the consummation of the Transactions transactions contemplated by this Agreement will not, constitute or result in (A) a breach or violation of, or a default under, under the certificate Organizational Documents of incorporation Parent or by-laws of the Company or the comparable governing instruments of any of its SubsidiariesMerger Sub, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation or acceleration of any obligations under, under or the creation of a Lien an Encumbrance on any of the rights or assets of the Company Parent or Merger Sub pursuant to any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company Parent or any of its Subsidiaries Merger Sub, or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i), 6.5(a) or under any Law or Order applicable to Parent or Merger Sub or by which the Company Parent or any of its Subsidiaries Merger Sub is subject, subject or (C) any change in the substantive rights or obligations of any party under any Contract binding on upon Parent or Merger Sub, except, in the Company or any case of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses clause (B) and or (C) above), as would not have a Parent Material Adverse Effect or prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing of the Certificate of Merger pursuant to Section 1.6, no No notices, reports or other reports, filings are required to be made by the Company withconsents, nor are any consentswaivers, registrations, approvals, orders, permits or authorizations (each an “Approval”) are, as applicable required to be made or obtained by the Company from, any federal, state, local, multinational or foreign governmental, administrative or regulatory (including stock exchange) authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the TransactionsMerger and the other transactions contemplated hereby, other than (i) any Approvals required (A) under the HSR Act, (B) under applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder (including filing of the proxy statement, in definitive form relating to the Stockholders Meeting (such proxy statement or information statement, as amended or supplemented from time to time, the “Proxy Statement”)), (C) under applicable requirements of the NASDAQ Global Select Market (“NASDAQ”) or (D) under applicable Antitrust Laws, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL and (iii) such other Approvals which the failure to make or obtain, individually or in connection with the continuing operation of aggregate, have not had and are not reasonably likely to have a Material Adverse Effect or that would not, individually or in the business of aggregate, prevent or materially delay the Company from consummating the Merger and its Subsidiaries following the Effective Timeother transactions contemplated by this Agreement. (iib) The execution, delivery and performance of this Agreement by the Company do does not, and the consummation of the Transactions Merger and the other transactions contemplated hereby will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments documents of any of its Subsidiaries, (Bii) assuming that the Approvals referred to in Section 4.4(a) are duly obtained or made, with or without notice, lapse of time or both, a material breach or violation of, any Law to which the Company or any of its Subsidiaries is subject or (iii) with or without notice, lapse of time or both, a breach or violation of, a termination termination, cancellation or modification (or provide a right of termination, cancellation or modification) or a default under, the creation payment of additional fees, the creation, change or acceleration of any rights or obligations under, any requirement to provide notice to, or require consent or approval from, the other party thereto, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries Subsidiaries, in each case, pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company or any of its Subsidiaries orSubsidiaries, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i)except, under any Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations case of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (Bii) and (Ciii) above), for any such breach, violation, termination, default, creation, acceleration or change that individually or in the aggregate, has not had and is not reasonably likely to have a Material Adverse Effect or that would, individually or in the aggregate, prevent or materially delay the Company from consummating the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing filings, notices, reports, consents, registrations, approvals, permits, clearances, expirations or terminations of the Certificate of Merger waiting periods or authorizations (i) pursuant to Section 1.6the DGCL, (ii) under the HSR Act, the Exchange Act and the Securities Act, (iii) required to be made with NASDAQ, and (iv) state securities, takeover and “blue sky” Laws, no filings, notices, reports reports, consents, registrations, approvals, permits, clearances, expirations or other filings terminations of waiting periods or authorizations are required to be made by the Company Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Parent or Merger Sub from, any Governmental Entity, Entity in connection with the execution, delivery and performance of this Agreement by the Company Parent and Merger Sub and the consummation of the Transactions, or in connection with the continuing operation of the business of the Company Parent and its Subsidiaries immediately following the Effective Time, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on Parent or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Transactions. (iib) The execution, delivery and performance of this Agreement by the Company Parent and Merger Sub do not, and the consummation of the Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate Organizational Documents of incorporation Parent, Merger Sub or by-laws of the Company or the comparable governing instruments of any of its Parent’s other Subsidiaries, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien an Encumbrance on any of the assets of the Company Parent or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company Parent or any of its Subsidiaries orSubsidiaries, or assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i4.4(a), under any Law to which the Company Parent or any of its Subsidiaries is subject, subject or (Ciii) any change in the rights or obligations of any party under any Contract binding on the Company upon Parent or any of its Subsidiaries. Section 5.2(d)(ii, except, in the case of clause (ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10or (iii) of Regulation S-K under the Securities Act of 1933above, as amendedwould not, pursuant individually or in the aggregate, reasonably be expected to which consents have a Parent Material Adverse Effect on Parent or waivers are prevent, materially delay or may be required prior materially impair the ability of Parent to consummation of consummate the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)Transactions.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate of Merger filings and/or notices (A) pursuant to Section 1.61.3, (B) under the Securities Act and the Exchange Act, (C) required to be made with the NYSE, and (D) under state securities, takeover, and “blue sky” laws, no notices, reports or other filings are required to be made by the Company Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Parent or Merger Sub from, any Governmental EntityEntity or Self-Regulatory Organization, in connection with the execution, execution and delivery and performance of this Agreement by the Company Parent and Merger Sub and the consummation of the TransactionsMerger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Timeaggregate, reasonably likely to have a Parent Material Adverse Effect. (ii) The execution, delivery and performance of this Agreement by the Company Parent and Merger Sub do not, and the consummation of the Transactions Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate declaration of incorporation trust or by-laws bylaws of the Company Parent or the comparable governing instruments of any of its Subsidiaries, including Merger Sub, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company Parent or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contracts binding upon the Company Parent or any of its Subsidiaries orSubsidiaries, assuming (solely with respect to performance of this Agreement and consummation of the TransactionsMerger and the other transactions contemplated hereby) compliance with the matters referred to in Section 5.2(d)(i5.2(e)(i), under or any Law Laws to which the Company Parent or any of its Subsidiaries is subject, subject or (C) any change in the rights or obligations of any party under any Contract binding on the Company Parent or any of its Subsidiaries, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, creation acceleration or change that, individually or in the aggregate, is not reasonably likely to have a Parent Material Adverse Effect. Section 5.2(d)(ii5.2(e)(ii) of the Company Parent Disclosure Letter sets forth a correct and complete list of material Contracts that would be required to be filed by of the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, Parent and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the Transactions transactions contemplated by this Agreement (whether or not subject to the exception set forth in the immediately preceding sentence with respect to clauses (B) and (C) above.) (iii) Neither Parent nor any of its Subsidiaries is a party to or bound by any non-competition Contracts or other Contract that purports to limit in any material respect either the type of business in which Parent or its Subsidiaries (or, after giving effect to the Merger, the Company or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing filings, notices, reports, consents, registrations, approvals, permits, expirations of the Certificate of Merger waiting periods or authorizations (“Filings”) (i) pursuant to Section 1.6the DGCL, no noticesHSR Act, reports or other filings are the Exchange Act and the Securities Act, (ii) required to be made by with the Company withNYSE, nor are any (iii) pursuant to federal and state securities, takeover and “blue sky” Laws, (iv) with the Committee on Foreign Investment in the United States (“CFIUS”) pursuant to Section 721, and (v) included in Section 5.5(a) of the Versum Disclosure Letter as Requisite Regulatory Approvals (collectively, the “Approvals”), no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made or obtained by Versum with, nor are any required to be obtained by the Company Versum with or from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the Company Versum and the consummation of the TransactionsTransactions except as would not, individually or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Timeaggregate, reasonably be expected to have a Material Adverse Effect on Versum. (iib) The Subject to obtaining the Requisite Versum Vote, the execution, delivery and performance of this Agreement by the Company Versum do not, and the consummation of the Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate Organizational Documents of incorporation Versum or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien an Encumbrance on any of the assets of the Company Versum or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company Versum or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i5.5(a), under any Law to which the Company Versum or any of its Subsidiaries is subject, subject or (Ciii) any change in the rights or obligations of any party under any Contract binding on the Company upon Versum or any of its Subsidiaries. Section 5.2(d)(ii, except, in the case of clause (ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10or (iii) of Regulation S-K under the Securities Act of 1933above, as amendedwould not, pursuant individually or in the aggregate, reasonably be expected to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)have a Material Adverse Effect on Versum.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate of Merger filings and/or notices (A) pursuant to Section 1.61.3, (B) with respect to the CFIUS Approval, (C) under the Exchange Act and (D) required to be made by Parent pursuant to any Government Contract (with respect to which Parent and Merger Sub have relied on the Company’s representations and warranties) (collectively, clauses (A) through (D), the “Parent Approvals”), no notices, reports or other filings are required to be made by the Company Parent and Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Parent and Merger Sub from, any Governmental Entity, Entity in connection with the execution, delivery and performance of this Agreement by the Company Parent and Merger Sub and the consummation of the TransactionsMerger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in connection with the continuing operation aggregate, be reasonably likely to prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the business of Merger and the Company and its Subsidiaries following the Effective Timeother transactions contemplated by this Agreement. (ii) The Assuming compliance with the matters referenced in Section 3.2(c)(i) and receipt of the Parent Approvals, the execution, delivery and performance of this Agreement by the Company Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Transactions Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation charter or by-laws or comparable governing documents of the Company Parent or Merger Sub or the comparable governing instruments of any of its SubsidiariesParent’s Subsidiaries (other than Merger Sub), (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, or the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company Parent or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contracts binding upon the Company Parent or any of its Subsidiaries or, assuming or (solely with respect to performance C) a violation of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i), under any Law Laws to which the Company Parent or any of its Subsidiaries is subject, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the rights aggregate, would not be reasonably likely to prevent, materially delay or obligations materially impair the ability of any party under any Contract binding on Parent or Merger Sub to consummate the Company or any of its Subsidiaries. Section 5.2(d)(ii) of Merger and the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed other transactions contemplated by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)this Agreement.

Governmental Filings; No Violations; Certain Contracts. ‌ (ia) Other than the filing approvals, filings and/or notices: (i) pursuant to Article 2 of the Certificate of Merger pursuant to Section 1.6Agreement, including the Interim Order and any approvals required thereunder, the Final Order, (ii) the Required Regulatory Approvals, and (iii) filings with the Securities Authorities or the TSX, no notices, reports or other filings are required to be made by the Company Pure LP with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Pure LP from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the Company Pure LP and the consummation of the Transactions, or in connection with the continuing operation of the business of the Company Pure LP and its Subsidiaries following the Effective Time, except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (iib) The execution, delivery and performance of this Agreement by the Company do Pure LP does not, and the consummation of the Transactions will not, constitute or result in: (i) subject to the approval of the Arrangement Resolution by the Unitholders in (A) the manner required by the Interim Order and obtaining the Final Order, a breach or violation of, or a default under, the certificate Organizational Documents of incorporation Pure LP or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, ; (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien Lien, other than a Permitted Lien, on any of the assets of the Company Pure Assets pursuant to, any Contract binding upon Pure LP or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), binding upon the Company or any of its Subsidiaries Pure Plan or, assuming that all consents, approvals and authorizations described in Section (solely with respect 4)(a) and which are or may be required pursuant to performance of this Agreement and consummation any Material Contracts disclosed in Section (4)(b) of the Transactions) compliance with the matters referred to in Section 5.2(d)(i)Pure Disclosure Letter have been obtained and any waiting periods thereunder have terminated or expired, under any Law to which the Company or Pure LP, any of its Subsidiaries or any of their respective properties or assets is subject; or (iii) to Pure’s Knowledge, assuming that all consents, approvals and authorizations described in Section (4)(a) have been obtained and any waiting periods thereunder have terminated or (C) expired, any conflict with, breach or violation of, default under, right of revocation, withdrawal, suspension, acceleration, amendment, cancellation or termination of, change in the rights or obligations of any party under any Contract binding on the Company upon Pure LP or any of its Subsidiaries, except, in the case of clauses (ii) and (iii) above, as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Section 5.2(d)(ii(4)(b) of the Company Pure Disclosure Letter sets forth a correct and complete list of Material Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which notices, consents or waivers are or may be required prior to and in connection with consummation of the Transactions (whether or not subject to the Material Adverse Effect exception set forth with respect to clauses (B) and (C) above).

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate of Merger pursuant to Section 1.6No consents, no approvals, permits, authorizations of, or waivers by, or notices, reports reports, filings or other filings registrations with, any Governmental Authority are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any Governmental Entity, in connection with the execution, delivery and performance by the Company of this Agreement by or to consummate the Company Merger, the Bank Merger and the consummation of the Transactionsother transactions contemplated hereby and thereby, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective TimeTime except for (A) filings of applications or notices with, and approvals or waivers by the Federal Reserve Board and the CDBO, as may be required, (B) the filing of the Certificate of Merger with the Texas Secretary as described in Section 2.3 herein and, if Parent elects to merge the Company with and into Parent, such filings as are required with the Texas Secretary and the Delaware Secretary of State with respect thereto, (C) the filing of the Bank Agreement of Merger with the Secretary of State of the State of California (the “California Secretary”) as described in Section 6.12 herein and (D) the filing of any required applications, filings or notices with any state banking authorities listed on Section 5.1(d)(i) of the Company Disclosure Letter and approval of such applications, filings and notices. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions Merger, Bank Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate Certificate of incorporation Formation or byBy-laws Laws of the Company or the comparable governing instruments documents of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing obligation (each, a “Company Contract”), ) binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) Merger and the other transactions contemplated hereby), compliance with the matters referred to in Section 5.2(d)(i), 5.1(d)(i) under any Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of any party under any Company Contract binding on upon the Company or any of its Subsidiaries, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Section 5.2(d)(ii5.1(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above). (iii) Neither the Company nor any of its Subsidiaries is a party to or bound by any non-competition contracts or other contract that purports to limit in any material respect either the type of business in which the Company or its Subsidiaries (or, after giving effect to the Merger, Parent or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business.

Governmental Filings; No Violations; Certain Contracts. (i) Other than (A) the filing filings, notices, consents, registrations, approvals, permits or authorizations (including those with respect to state licensing required to operate the Debtor’s businesses) set forth on Section 2.1(d)(i) of the Certificate Debtor Disclosure Letter (the “Governmental Approvals”) and (B) the entry of Merger pursuant to Section 1.6the Confirmation Order, no notices, reports or other filings are required to be made by the Company Debtor with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, Debtor from any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the Company Debtor and the consummation of the Transactions, except those failures to make or obtain as would not, individually or in connection with the continuing operation aggregate, be reasonably likely to have a Material Adverse Effect or prevent, materially delay or materially impair the consummation of the business of the Company and its Subsidiaries following the Effective TimeTransactions. (ii) The execution, delivery and performance of this Agreement by the Company Debtor do not, and the consummation of the Transactions will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company Debtor or the comparable governing instruments documents of any of its Subsidiaries, Subsidiaries or (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien on any of the assets of the Company Debtor or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral in each case, not otherwise terminable by the other party thereto on sixty (60) days’ or in writing less notice (each, a “Contract”), binding upon ) to which the Company Debtor or any of its Subsidiaries or, is a party or by which the Debtor or any of its Subsidiaries or its or any of their respective properties are bound or (C) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i2.1(d)(i), under a violation of any Law to which the Company Debtor or any of its Subsidiaries is subject, except in the case of clause (B) or (C) ), for any such breach, violation, termination, default, creation, acceleration or change that is not, individually or in the rights or obligations of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth aggregate, reasonably likely to have a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate of Merger filings and/or notices pursuant to Section 1.61.3 (the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other Transactions, or required in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the ability of the Company and its Subsidiaries to consummate the Merger and the other Transactions. (ii) The Except as set forth in Section 5.1(f)(ii) of the Company Disclosure Letter, the execution, delivery and performance of this Agreement by the Company do does not, and the consummation of the Merger and the other Transactions will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws Organizational Documents of the Company or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a material breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing obligation (each, a “Contract”), ) binding upon and material to on the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i), or under any Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights loss or obligations impairment of, payment of any party under additional amounts with respect to, or the consent of any Contract binding on other Person being required in respect of, the Company Company’s or any of its Subsidiaries’ ownership or use of, or its rights in or to, any Intellectual Property Rights. Section 5.2(d)(ii5.1(f)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the expirations of the statutory waiting periods and the filings, notices, reports, consents, registrations, approvals, permits and authorizations (i) under the HSR Act, (ii) associated with the filing of the Certificate of Merger Application with the Registrar pursuant to Section 1.6the Companies Act, no notices, reports or other filings are (iii) required to be made with or obtained from the SEC or the Canadian Securities Regulators, (iv) required to be made with or by the NYSE or TSX, (v) the CFIUS Clearance (vi) the approvals set forth in Section 4.4(a) of the Company withDisclosure Schedule (collectively, nor the “Public Parent Approvals”), and assuming the accuracy of the representations and warranties set forth in Sections 4.4(a) and 6.3(a), no expirations of any statutory waiting periods under applicable Laws are any required and no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by Public Parent or any of its Subsidiaries with, nor are any required to be obtained by the Company Public Parent or any of its Subsidiaries from, any Governmental Entity, in connection with the execution, execution and delivery of and performance of under this Agreement by the Company and the consummation of the Transactions, except as would not, individually or in connection with the continuing operation aggregate, reasonably be expected to result in a Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of Public Parent to consummate the business of the Company and its Subsidiaries following the Effective TimeTransactions. (iib) The execution, execution and delivery of and performance of under this Agreement by the Company Public Parent do not, and the consummation of the Transactions Transactions, will not: (i) assuming (solely with respect to the consummation of the Transactions) the satisfaction of the obligations contemplated by Section 8.5, constitute or result in (A) a breach or violation of, of or a default under, contravention or conflict with the certificate Organizational Documents of incorporation Public Parent or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries; (ii) assuming (solely with respect to the performance under this Agreement by Public Parent and the consummation of the Transactions) the satisfaction of the obligations contemplated by Section 8.5 and the statutory waiting periods, (Bfilings, notices, reports, consents, registrations, approvals, permits and authorizations contemplated by Section 5.4(a) expire, are made or obtained, as applicable, with or without notice, lapse of time or both, constitute or result in a breach or violation of, a termination (or right of termination) or a default under, the creation contravention or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), binding upon the Company or any of its Subsidiaries or, assuming (solely conflict with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i), under any Law to which the Company Public Parent or any of its Subsidiaries is subject; or (iii) assuming (solely with respect to the performance under this Agreement by Public Parent and the consummation of the Transactions) the statutory waiting periods, filings, notices, reports, consents, registrations, approvals, permits and authorizations contemplated by Section 5.4(a) expire, are made or obtained, as applicable, with or without notice, lapse of time or both, constitute or result in a breach or violation of, or (C) any change in default under, the rights or obligations creation of any party right or obligation under or the creation of an Encumbrance (other than any Permitted Encumbrance) on any of the rights, properties or assets of Public Parent or any of its Subsidiaries pursuant to any Contract binding on the Company upon Public Parent or any of its Subsidiaries. Section 5.2(d)(ii) , except, in the case of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (Bii) and (Ciii) aboveof this Section 5.4(b), as would not, individually or in the aggregate, reasonably be expected to result in a Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of Public Parent to consummate the Transactions.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing of the Certificate of Merger pursuant to Section 1.6filings, no notices, reports reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) under the Exchange Act and other filings are applicable U.S. federal securities Law or regulation, (ii) required to be made by with NASDAQ, and (iii) under the Company withsecurities legislation of each of the provinces and territories of Canada and the rules, nor are any regulations and policies published and/or promulgated thereunder, including the rules and policies of the Toronto Stock Exchange (“Canadian Securities Laws”), no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Shareholder with, nor are any required to be made or obtained by the Company from, Shareholder with or from any Governmental EntityAuthority or national securities exchange, in connection with the execution, delivery and performance of this Agreement by the Company Shareholder and the consummation of the Transactionstransactions contemplated by this Agreement, except as would not, individually or in connection with the continuing operation aggregate, reasonably be expected to prevent, delay or impair the ability of the business of Shareholder to perform the Company and its Subsidiaries following Shareholder’s obligations under this Agreement or to consummate the Effective Timetransactions contemplated by this Agreement. (iib) The execution, delivery and performance of this Agreement by the Company do Shareholder does not, and the consummation of the Transactions will transactions contemplated by this Agreement by the Shareholder shall not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-laws organizational documents of the Company or the comparable governing instruments of any of its SubsidiariesShareholder, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien an Encumbrance (as defined below) on any of the assets Subject Shares of the Company or any of its Subsidiaries Shareholder pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), contract binding upon the Company or any of its Subsidiaries Shareholder or, assuming (solely with respect to performance of this Agreement and consummation of the Transactionstransactions contemplated by this Agreement) compliance with the matters referred to in Section 5.2(d)(i2.02(a), under any Law to which the Company or any of its Subsidiaries Shareholder is subject, subject or (Ciii) any change in the rights or obligations of any party under any Contract contract binding on upon the Company Shareholder, except, in the case of clause (i), (ii) or any of its Subsidiaries. Section 5.2(d)(ii(iii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933above, as amendedwould not, pursuant to which consents individually or waivers are or may be required prior to consummation of in the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).aggregate,

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing filings, notices, reports, consents, registrations, approvals, permits, clearances, expirations or terminations of the Certificate of Merger waiting periods or authorizations (i) pursuant to Section 1.6the DLLCA, the DGCL and the Cayman Companies Act required to effect the Merger and the Domestication, (ii) required to be made with or obtained from the SEC or NASDAQ, and (iii) state securities, takeover and “blue sky” Laws, no filings, notices, reports reports, consents, registrations, approvals, permits, clearances, expirations or other filings terminations of waiting periods or authorizations are required to be made by the Company SVF or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company SVF or Merger Sub from, any Governmental Entity, Entity in connection with the execution, delivery and performance of this Agreement by the Company SVF and Merger Sub and the consummation of the Transactions, except as would not, individually or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Timeaggregate, reasonably be expected to have a material adverse effect on SVF. (iib) The execution, delivery and performance by SVF and Merger Sub of this Agreement by and the Company Transaction Documents to which SVF and/or Merger Sub is a party do not, and the consummation of the Transactions will not, constitute or result in (Ai) assuming the receipt of the SVF Shareholder Approval, the execution and delivery of the Merger Sub Written Consent, the effectiveness of the filings of the certificate of corporate domestication in connection with the Domestication and the Surviving Pubco Certificate of Incorporation and compliance with the matters referred to in Section 4.4(a), a breach or violation of, or a default under, the certificate Organizational Documents of incorporation SVF, Merger Sub or by-laws of the Company or the comparable governing instruments of any of its SVF’s other Subsidiaries, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien (other than Permitted Liens) on any of the assets of the Company SVF or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company SVF or any of its Subsidiaries orSubsidiaries, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i), or under any Law to which the Company SVF or any of its Subsidiaries is subject, subject or (Ciii) any change in the rights or obligations of any party under any Contract binding on the Company upon SVF or any of its Subsidiaries. Section 5.2(d)(ii, except, in the case of clauses (ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10or (iii) of Regulation S-K under the Securities Act of 1933above, as amendedwould not, pursuant individually or in the aggregate, reasonably be expected to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)have a material adverse effect on SVF.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing of the Certificate of Merger pursuant to Section 1.6No notifications, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations are required to be obtained by the Company Seller from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and Seller or the consummation of the Transactions, or in connection with the continuing operation of the business of the Company and its Subsidiaries Business by Buyer following the Effective TimeClosing, except for (i) as set forth in Section 4.7(a) of this Agreement, or (ii) as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect, (collectively, the items in clauses (i) and (ii), the “Seller Approvals”). (iib) The execution, delivery and performance of this Agreement by the Company Seller do not, and the consummation of the Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of the Company or the comparable governing instruments of any of its SubsidiariesSeller, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien charge, pledge, security interest, claim or other encumbrance on any of the assets of the Company or any of its Subsidiaries Seller pursuant to, to any agreement, lease, sublease, license, contract, note, mortgage, indenture, arrangement deed of trust, franchise, concession, arrangement, obligation or other obligation, understanding (whether oral written or in writing oral) (each, a “Contract”), ) binding upon the Company or any of its Subsidiaries Seller or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i4.3(a), under any Law to which the Company or any of its Subsidiaries Seller is subject, or (Ciii) any change in the rights or obligations of any party under any Contract binding on upon Seller, except, in the Company case of clause (ii) or (iii) above, any of its Subsidiariessuch breach, violation, termination, acceleration, pledge, security interest, claim or other encumbrance, or change, as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. Section 5.2(d)(ii4.3(b) of the Company Seller Disclosure Letter sets forth a correct and complete list of Material Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents a notice, consent, waiver or waivers are or may be other similar action is required prior to for the consummation of the Transactions Transactions. (whether c) Seller is not a party to or not subject bound by any non-competition Contract or other Contract, in each case, that purports to limit, in any material respect, Seller’s ability (or after the exception set forth Closing, Buyer’s ability) to conduct or operate the Business, including (i) the development, commercialization, manufacture, marketing, sale or distribution of any product that is being developed, manufactured, marketed, sold or distributed by Seller or any of its Subsidiaries with respect to clauses the Business (Beach such product, a “Seller Product”) and that is material or would reasonably be expected to become material to the Business or (Cii) above)the manner or locations in which any of them may so engage in any business with respect to the Seller Products.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing filings, notices, reports, consents, registrations, approvals, permits, expirations of the Certificate of Merger waiting periods or authorizations (i) pursuant to Section 1.6the DGCL, no noticesHSR Act, reports or other filings are the Exchange Act and the Securities Act, (ii) required to be made by with the Company withNYSE, nor are any (iii) pursuant to state securities, takeover and “blue sky” Laws and (iv) included in Exhibit C as Requisite Regulatory Approvals (collectively, the “Approvals”), no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made or obtained by such Party with, nor are any required to be obtained by the Company such Party with or from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the Company such Party and the consummation of the TransactionsTransactions except as would not, individually or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Timeaggregate, reasonably be expected to have a Material Adverse Effect on such Party. (iib) The execution, delivery and performance of this Agreement by the Company such Party do not, and the consummation of the Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate Organizational Documents of incorporation such Party or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien an Encumbrance on any of the assets of the Company such Party or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company such Party or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i5.4(a), under any Law to which the Company such Party or any of its Subsidiaries is subject, subject or (Ciii) any change in the rights or obligations of any party under any Contract binding on the Company upon such Party or any of its Subsidiaries. Section 5.2(d)(ii) of , except, in the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-15- 052054-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).0169-16505-Active.27978848.6 SC1:4755315.9

Governmental Filings; No Violations; Certain Contracts. (i) Other than (A) the filing of the Certificate of Merger filings, approvals and/or notices pursuant to Section 1.61.1, Section 1.2, Section 1.7 and Section 6.3 or (B) the filing and recordation of appropriate documents for the Transactions as required by the relevant authorities of the jurisdictions in which the Company is qualified to do business, no material notices, reports or other filings are required to be made by the Company with, nor are any material consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a "Governmental Entity"), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Transactions, or in connection with to permit the continuing operation of the business of the Company and its Subsidiaries following the Effective Time. (ii) . The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions will not, constitute conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of the Company or the comparable governing instruments documents of any of its Subsidiaries, (B) with any Material Contract or without notice, lapse of time or both, a breach or violation of, a termination (or right of terminationC) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i5.1(d)(i), under any Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii5.1(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses clause (B) and (C) above). The Company and its Subsidiaries are not creditors or claimants with respect to any debtor or debtor-in-possession subject to proceedings under chapter 11 of title 11 of the United States Code with respect to claims that, in the aggregate, constitute more than 5% of the gross assets of the Company and its Subsidiaries (excluding cash and cash equivalents).

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing filings, notices, reports, consents, registrations, approvals, permits, clearances, expirations or terminations of the Certificate of Merger waiting periods or authorizations (i) pursuant to Section 1.6BVI Law, (ii) under the Exchange Act and the Securities Act, (iii) required to be made with NASDAQ, and (iv) applicable state securities, takeover and “blue sky” Laws, no filings, notices, reports reports, consents, registrations, approvals, permits, clearances, expirations or other filings terminations of waiting periods or authorizations are required to be made by the Company Purchaser with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Purchaser from, any Governmental Entity, Entity in connection with the execution, delivery and performance of this Agreement by the Company Purchaser and the consummation of the TransactionsTransaction, or in connection with the continuing operation of the business of the Company and its Subsidiaries Purchaser immediately following the Effective Time, except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Purchaser or prevent, materially delay or materially impair the ability of Purchaser to consummate the Transaction. (iib) The execution, delivery and performance of this Agreement by the Company do Purchaser does not, and the consummation of the Transactions Transaction will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate Organizational Documents of incorporation or by-laws of the Company or the comparable governing instruments of any of its SubsidiariesPurchaser, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien an Encumbrance on any of the assets of the Company or any of its Subsidiaries Purchaser pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company Purchaser, or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the TransactionsTransaction) compliance with the matters referred to in Section 5.2(d)(i5.4(a), under any Law to which the Company or any of its Subsidiaries Purchaser is subject, subject or (Ciii) any change in the rights or obligations of any party under any Contract binding on upon Purchaser, except, in the Company case of clause (ii) or any of its Subsidiaries. Section 5.2(d)(ii(iii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933above, as amendedwould not, pursuant individually or in the aggregate, reasonably be expected to which consents have a material adverse effect on Purchaser or waivers are prevent, materially delay or may be required prior materially impair the ability of Purchaser to consummation of consummate the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)Transaction.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate of Merger filings and/or notices (A) pursuant to Section 1.61.3 and (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), no notices, reports or other filings are required to be made by the Company or any Stockholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, court, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution, execution and delivery and performance of this Agreement by the Company and the Stockholders and the consummation of the Transactions, or in connection with the continuing operation of the business of by the Company and its Subsidiaries following the Effective TimeStockholders of the Merger and the other transactions contemplated hereby. (ii) The execution, delivery and performance of this Agreement by the Company and the Stockholders do not, and the consummation by the Company and the Stockholders of the Transactions Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien lien, pledge, security interest or other encumbrance on any of the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing obligation (each, a “Contract”), "Contracts") binding upon the Company or any of its Subsidiaries or, or any Laws (as defined in Section 5.1(i)) (assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i5(d)(i), under any Law ) or governmental or non-governmental permit or license to which the Company or Company, any of its Subsidiaries or any of the Stockholders is subject, subject or (C) any change in the rights or obligations of any party under any Contract binding on of the Company or any of its SubsidiariesContracts. Section 5.2(d)(ii5.1(d) of the Company Disclosure Letter Schedule sets forth a correct and complete list of Material Contracts that would be required to be filed by (as defined below) of the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the Transactions transactions contemplated by this Agreement. (whether iii) Neither the Company nor any of its Subsidiaries is a party to or not subject bound by any non-competition Contracts or other Contract that purports to limit in any material respect either the type of business in which the Company or its Subsidiaries (or, after giving effect to the exception set forth with respect to clauses (BMerger, the Parent or its Subsidiaries) and (C) above)may engage or the manner or locations in which any of them may so engage in any business.

Governmental Filings; No Violations; Certain Contracts. (a) Other than (i) Other than the filing of the Certificate of Merger notices and/or filings pursuant to Section 1.61.3; (ii) the notices and/or filings under the HSR Act, the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act, and the rules and regulations promulgated thereunder; (iii) the consents and approvals to be obtained from the SEC; (iv) the notices, filings, consents and/or approvals to be obtained from all Self-Regulatory Organizations (if any) or the Options Price Reporting Authority (“OPRA”) (if any); and (v) foreign approvals, state securities and “blue sky” laws, no notices, reports filings, consents, registrations, approvals, permits or other filings authorizations are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company or any of its Subsidiaries from, any domestic or foreign governmental or regulatory authority, agency, commission, body, other than the Company or its Subsidiaries (each a “Governmental Entity”), Self-Regulatory Organization or OPRA in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Transactions, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time. (ii) The execution, delivery and performance of this Agreement by the Company do not, of the Merger and the consummation other transactions contemplated hereby. For the purposes of this Agreement, “Self Regulatory Organization” shall mean the Transactions will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant toNASD, any agreementother U.S. or foreign commission, leaseboard, licenseagency or body that is not a Governmental Entity but is charged with the supervision or regulation of brokers, contractdealers, notefutures commission merchants, mortgagesecurities underwriting or securities or futures trading, indenturestock or options exchanges, arrangement commodity futures exchanges, ECNs, clearing houses, clearing organizations, quotation or other obligationdata vendors, whether oral insurance companies or in writing (eachagents, a “Contract”)investment companies, binding upon the Company commodity pool operators, commodity trading advisers or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i), under any Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)investment advisers.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing filings and/or notices (i) under the HSR Act, (ii) with CFIUS deemed advisable under Exon-Xxxxxx and (iii) set forth on Section 4.3(a) of the Certificate of Merger pursuant to Section 1.6Buyer Disclosure Letter (the “Buyer Approvals”), no notices, reports or other filings are required to be made by the Company Buyer with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Buyer from, any Governmental Entity, Entity in connection with the execution, delivery and performance of this Agreement by the Company and Buyer or the consummation of the TransactionsShare Issuance, except those that the failure to make or obtain would not, individually or in connection with the continuing operation aggregate, reasonably be likely to prevent, materially delay or materially impede the consummation by Buyer of the business Share Issuance. During the 10-Business-Day period following the Execution Date, Buyer shall have the right to update Section 4.3(a) of the Company Buyer Disclosure Letter in respect of consents, registrations, approvals, permits or authorizations from any Governmental Entity which is legally required to be obtained by Buyer prior to the consummation of the Share Issuance and either (i) either Party or its Subsidiaries have operations in such jurisdiction that are material to such Party and its Subsidiaries following Subsidiaries, taken as a whole or (ii) the Effective Timefailure to obtain which would reasonably be likely to have a material adverse effect on the business, assets, operations, results of operations or financial condition of Buyer. (iib) The execution, delivery and performance of this Agreement by the Company Buyer do not, and the consummation of the Transactions Share Issuance will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate Organizational Documents of incorporation Buyer or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien on any of the assets of the Company or Buyer pursuant to any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company or any of its Subsidiaries Buyer or, assuming (solely with respect to performance of this Agreement and consummation of the TransactionsShare Issuance) compliance with the matters referred to in Section 5.2(d)(i4.3(a), under any Law to which the Company or any of its Subsidiaries Buyer is subject, or (C) any change except, in the rights case of clause (ii) above, for any such breach, violation, termination, default, creation or obligations of any party under any Contract binding on acceleration that would not, individually or in the Company aggregate, reasonably be likely to prevent, materially delay or any of its Subsidiaries. Section 5.2(d)(ii) materially impede the consummation by Buyer of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)Share Issuance.

Governmental Filings; No Violations; Certain Contracts. (a) Other than (i) Other than the filing of the Certificate of Merger notices and/or filings pursuant to Section 1.61.3; (ii) the notices and/or filings under the HSR Act, Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder; (iii) the consents and approvals to be obtained from the SEC; (iv) the notices, filings, consents and/or approvals to be obtained from all Self-Regulatory Organizations (if any) or OPRA (if any); and (v) foreign approvals, state securities and “blue sky” laws, no notices, reports or other filings are required to be made by the Company withfilings, nor are any consents, registrations, approvals, permits or authorizations are required to be made by the Parent with, or obtained by the Company Parent or any of its Subsidiaries from, any Governmental Entity, Self-Regulatory Organization or OPRA in connection with the execution, delivery and performance of this Agreement by the Company Parent and the consummation by Parent and Merger Sub of the Transactions, or in connection with Merger and the continuing operation of the business of the Company and its Subsidiaries following the Effective Timeother transactions contemplated hereby. (iib) The execution, delivery and performance of this Agreement by the Company Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Transactions Merger and the other transactions contemplated hereby will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company Parent or the comparable governing instruments of any of its Subsidiaries, Merger Sub; (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien on any of the assets of the Company Parent or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), material Contract binding upon the Company Parent or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation by Parent and Merger Sub of the TransactionsMerger and the other transactions contemplated hereby) compliance with the matters referred to in Section 5.2(d)(i4.4(a), under any Law or governmental or non-governmental License to which the Company Parent or any of its Subsidiaries is subject, ; (iii) a default under any agreement or loan agreement or any other indebtedness agreement or instrument of indebtedness that is binding upon Parent or any of its Subsidiaries or assets; or (Civ) any change in the rights or obligations of any party under any material Contract binding on the Company upon Parent or any of its Subsidiaries. Section 5.2(d)(ii, except, in the case of clause (ii), (iii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts or (iv) above, for any breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be required expected to be filed prevent the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)this Agreement.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing of the Certificate of Merger pursuant to Section 1.6, no No notices, reports or other reports, filings are required to be made by the Company withconsents, nor are any consentswaivers, registrations, approvals, orders, permits or authorizations (each an “Approval”) are, as applicable required to be made or obtained by the Company from, any federal, state, local, multinational or foreign governmental, administrative or regulatory (including stock exchange) authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the TransactionsMerger and the other transactions contemplated hereby, other than (i) any Approvals required (A) under the HSR Act, (B) under applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder (including filing of the Proxy Statement), (C) under applicable requirements of NASDAQ or (D) under applicable Antitrust Laws and (ii) such other Approvals which the failure to make or obtain, individually or in connection with the continuing operation of the business of the Company aggregate, have not had and its Subsidiaries following the Effective Timeare not reasonably likely to have a Material Adverse Effect. (iib) The execution, delivery and performance of this Agreement by the Company do does not, and the consummation of the Transactions Merger and the other transactions contemplated hereby will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate articles of incorporation or by-laws bylaws of the Company or the comparable governing instruments documents of any of its Subsidiaries, (Bii) assuming that the Approvals referred to in Section 4.4(a) are duly obtained or made, with or without notice, lapse of time or both, a material breach or violation of, any Law to which the Company or any of its Subsidiaries is subject, or (iii) with or without notice, lapse of time or both, a breach or violation of, a termination termination, cancellation or modification (or provide a right of termination, cancellation or modification) or a default under, the creation payment of additional fees, the creation, change or acceleration of any rights or obligations under, any requirement to provide notice to, or require consent or approval from, the other party thereto, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries Subsidiaries, in each case, pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company or any of its Subsidiaries orSubsidiaries, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i)except, under any Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations case of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (Bii) and (Ciii) above), for any such breach, violation, termination, default, creation, acceleration or change that individually or in the aggregate, has not had and is not reasonably likely to have a Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (i) Other than Except for: (A) the applicable requirements of the Securities Act, the Securities Exchange Act of 1934 (the “Exchange Act”) and state securities or “blue sky” laws; (B) the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”); (C) the applicable requirements of NASDAQ; (D) the filing with the office of the Secretary of State of the State of Delaware of the Delaware Certificate of Merger pursuant as required by the DGCL and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to Section 1.6transact business; and (E) the applicable requirements of antitrust, competition or other similar Laws, rules, regulations and judicial doctrines of jurisdictions other than the United States, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Company, any of its Subsidiaries or, to the Knowledge of the Company, any Partner FC from, any domestic, foreign or supranational governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity, including any state medical board, any accreditation agency or any governmental healthcare reimbursement program (each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the TransactionsMerger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in connection with the continuing operation of the business of the aggregate, have a Company and its Subsidiaries following the Effective TimeMaterial Adverse Effect. (ii) The execution, execution and delivery and performance of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, of the certificate of incorporation or by-laws governing documents of the Company or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations obligation under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant toCompany, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation the Knowledge of the TransactionsCompany, any Partner FC pursuant to, any Material Contract or (C) assuming compliance with the matters referred to in Section 5.2(d)(i3.1(d)(i), under a violation of any Law to which the Company or Company, any of its Subsidiaries or, to the Knowledge of the Company, any Partner FC is subject, except, in the case of clause (B) or (C) ), for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the rights or obligations of any party under any Contract binding on the aggregate, have a Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing expirations of waiting periods and the Certificate of Merger pursuant to Section 1.6filings, notices, reports, consents, registrations, approvals, permits and authorizations under the HSR Act, any applicable requirements under applicable securities Laws, and the DGCL, no expirations of waiting periods are required under applicable Antitrust Laws, nor are any notices, reports or other filings are required to be made by the Company Parent with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Parent from, any Governmental Entity, Entity in connection with the execution, delivery and performance of this Agreement and the Transaction Documents by the Company and Parent or Merger Sub or the consummation of the Transactions, except those that the failure to make or obtain would not, individually or in connection with the continuing operation aggregate, reasonably be expected to be material or to prevent, materially delay or materially impair the consummation of the business of the Company and its Subsidiaries following the Effective TimeTransactions. (iib) The execution, delivery and performance by Parent and Merger Sub of this Agreement by and the Company Transaction Documents to which they are a party do not, and the consummation of the Transactions will not, constitute conflict with, or result in (A) a any breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both) under, a breach or violation of, a termination (or give rise to any right of termination) or a default under, the creation loss of rights, adverse modification of provisions, cancellation or acceleration of any obligations under, or result in the creation of a Lien on any of the assets of the Company Parent or Merger Sub under any provision of (i) their respective Organizational Documents; (ii) any Contract binding upon Parent or Merger Sub or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement their respective properties or other obligation, whether oral assets; or in writing (each, a “Contract”), binding upon the Company or any of its Subsidiaries or, iii) assuming (solely with respect to performance of this Agreement and the Transaction Documents and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i4.4(a), under any Law to which the Company Parent or any of its Subsidiaries Merger Sub is subject, or (C) any change except, in the rights or obligations case of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (Bii) and (Ciii) above), for any such breach, violation, default, termination, loss, adverse modification, cancellation, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing filings, notices, reports, consents, registrations, approvals, Permits, clearances, expirations or terminations of the Certificate of Merger waiting periods or authorizations (i) pursuant to Section 1.6the DGCL, (ii) under the HSR Act, the Exchange Act and the Securities Act, (iii) required to be made with NASDAQ, and (iv) state securities, takeover and “blue sky” Laws, no filings, notices, reports reports, consents, registrations, approvals, Permits, clearances, expirations or other filings terminations of waiting periods or authorizations are required to be made by the Company Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Parent or Merger Sub from, any Governmental Entity, Entity in connection with the execution, delivery and performance of this Agreement by the Company Parent and Merger Sub and the consummation of the Transactions, or in connection with the continuing operation of the business of the Company Parent and its Subsidiaries following the Effective Time, except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Transactions. (iib) The execution, delivery and performance of this Agreement by the Company Parent and Merger Sub do not, and the consummation of the Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate Organizational Documents of incorporation Parent, Merger Sub or by-laws of the Company or the comparable governing instruments of any of its Parent’s other Subsidiaries, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien an Encumbrance on any of the assets of the Company Parent or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company Parent or any of its Subsidiaries orSubsidiaries, or assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i4.4(a), under any Law to which the Company Parent or any of its Subsidiaries is subject, subject or (Ciii) any change in the rights or obligations of any party under any Contract binding on the Company upon Parent or any of its Subsidiaries. Section 5.2(d)(ii, except, in the case of clause (ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10or (iii) of Regulation S-K under the Securities Act of 1933above, as amendedwould not, pursuant individually or in the aggregate, reasonably be expected to which consents have a material adverse effect on Parent or waivers are prevent, materially delay or may be required prior materially impair the ability of Parent to consummation of consummate the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)Transactions.

Governmental Filings; No Violations; Certain Contracts. (i) Other than (A) the filing filings, notices, consents, registrations, approvals, permits or authorizations (including those with respect to state licensing required to operate the Debtor’s businesses) set forth on Section 2.1(d)(i) of the Certificate Debtor Disclosure Letter (the “Governmental Approvals”), (B) the entry of Merger pursuant to Section 1.6the Confirmation Order and (C) and compliance with the applicable requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), no notices, reports or other filings are required to be made by the Company Debtor with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, Debtor from any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the Company Debtor and the consummation of the Transactions, except those failures to make or obtain as would not, individually or in connection with the continuing operation aggregate, be reasonably likely to have a Material Adverse Effect or prevent, materially delay or materially impair the consummation of the business of the Company and its Subsidiaries following the Effective TimeTransactions. (ii) The execution, delivery and performance of this Agreement by the Company Debtor do not, and the consummation of the Transactions will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company Debtor or the comparable governing instruments documents of any of its Subsidiaries, Subsidiaries or (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien on any of the assets of the Company Debtor or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral in each case, not otherwise terminable by the other party thereto on sixty (60) days’ or in writing less notice (each, a “Contract”), binding upon ) to which the Company Debtor or any of its Subsidiaries or, is a party or by which the Debtor or any of its Subsidiaries or its or any of their respective properties are bound or (C) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i2.1(d)(i), under a violation of any Law to which the Company Debtor or any of its Subsidiaries is subject, except in the case of clause (B) or (C) ), for any such breach, violation, termination, default, creation, acceleration or change that is not, individually or in the rights or obligations of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth aggregate, reasonably likely to have a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate of Merger filings and/or notices (A) pursuant to Section 1.61.3, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), (C) under Council Regulation (EC) No 139/2004 (the “ECMR”), and any other applicable foreign merger control laws, (D) under the Exchange Act, (E) under the rules of the NASDAQ and (F) required to be or customarily filed pursuant to any state environmental transfer statutes (the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the TransactionsMerger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in connection with the continuing operation aggregate, have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the business of the Company and its Subsidiaries following the Effective Timetransactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate articles of incorporation or by-laws bylaws of the Company or the comparable governing instruments of any of its Significant Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Significant Subsidiaries pursuant to, to any material agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing obligation (each, a “Contract”), ) binding upon the Company or any of its Subsidiaries or, (C) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i5.1(d)(i), under a violation of any Law to which the Company or any of its Subsidiaries is subject, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the rights aggregate, have a Company Material Adverse Effect or obligations of any party under any Contract binding on prevent, materially delay or materially impair the Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate of Merger filings and/or notices pursuant to Section 1.61.3, under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and under the HSR Act (the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the TransactionsMerger and the other transactions contemplated hereby, or in connection with the continuing ownership or operation of the Company or its business of the Company and its Subsidiaries by Parent following the Effective TimeTime solely as a result of the change in control effected by the Merger, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate articles of incorporation or by-laws of the Company or the comparable governing instruments documents of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing obligation (each, a “Contract”), ) binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the TransactionsMerger and the other transactions contemplated hereby) compliance with the matters referred to in Section 5.2(d)(i5.1(d)(i), under any Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of any party under any Contract binding on upon the Company or any of its SubsidiariesSubsidiaries except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, creation, acceleration or change that is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. Section 5.2(d)(ii5.1(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts that would be required to be filed by the Company (as a “material contract” pursuant to Item 601(b)(10defined in Section 5.1(j)(i)(K)) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above). (iii) Neither the Company nor any of its Subsidiaries is a party to or bound by any non-competition Contracts or other Contract that purports to limit in any material respect either the type of business in which the Company or its Subsidiaries (or, after giving effect to the Merger, Parent or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business. (iv) The Company and its Subsidiaries are not creditors or claimants with respect to any debtors or debtor-in-possession subject to proceedings under chapter 11 of title 11 of the United States Code with respect to claims that, in the aggregate, constitute more than 25% of the gross assets of the Company and its Subsidiaries (excluding cash and cash equivalents).