Common use of Incorporation and Authority Clause in Contracts

Incorporation and Authority. (i) The Company is duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Company has all requisite corporate or other applicable organizational power to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, the Certificate of Designation, and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder and the issuance of the Conversion Shares in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and carry on its business as presently conducted, and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). (ii) The execution and delivery by the Company of this Agreement and each Ancillary Document, and the consummation by the Company of the transactions contemplated by this Agreement and the Ancillary Documents have been duly authorized by all requisite corporate or other similar organizational action on the part of the Company. Without limiting the foregoing, no stockholder approval is required in connection with the execution and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of Delaware. This Agreement has been, and each Ancillary Document will be, duly executed and delivered by the Company. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes, and each of the Ancillary Documents will constitute, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). (iii) Neither the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation 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 is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rights. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

Incorporation and Authority. (i) The Each of Seller, Seller Parent, the Company and each Company Subsidiary is an entity duly organized, validly existing and (where such concept is applicable) in good standing under the Laws of the State its jurisdiction of Delaware. The Company organization, formation or incorporation, as applicable, and has all requisite corporate or other applicable organizational power and authority to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, the Certificate of Designation, and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder and the issuance of the Conversion Shares in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and carry on conduct its business as presently currently conducted, and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that . Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect Effect, the Company and each Company Subsidiary is duly qualified as a foreign corporation for the transaction of business and is (where such concept is applicable) in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as defined belowto require such qualification. Seller has delivered to Investor complete copies of the respective articles of incorporation or bylaws (or similar organizational documents) of the Company and each Company Subsidiary as in effect as of the date hereof. None of the Company or any Company Subsidiary is in violation of any provision of such articles of incorporation or bylaws (or similar organizational documents). (ii) . Seller, Seller Parent and the Company have all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it will be a party, to carry out and perform its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution and delivery by Seller, Seller Parent and the Company of this Agreement and each by Seller, Seller Parent and the Company of the Ancillary DocumentAgreements to which it will be a party, and the consummation by Seller, Seller Parent and the Company of the transactions contemplated by this Agreement on its part hereby and the Ancillary Documents thereby, have been duly authorized by all requisite corporate or other similar organizational necessary company action on the part of Seller, Seller Parent and the Company. Without limiting the foregoing, no stockholder approval is required in connection with the execution and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of Delaware. This Agreement has been, and each and, to the extent Seller or the Company is a party thereto, the Ancillary Document Agreements will at the Closing be, duly executed and delivered by Seller, Seller Parent and/or the Company. Assuming , as applicable, and (assuming due authorization, execution and delivery by the other parties hereto, thereto) this Agreement constitutes, and each of when executed and delivered, to the extent Seller, Seller Parent or the Company is a party thereto, the Ancillary Documents Agreements will constitute, the legal, valid and binding obligations of Seller, Seller Parent and/or the Company, as applicable, enforceable against Seller, Seller Parent and/or the Company Company, as applicable, in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcyexcept as enforceability may be limited by bankruptcy Laws, reorganization, insolvency, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity or at lawequity). (iii) Neither the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation 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 is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rights. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

Incorporation and Authority. (i) The Company Purchaser is duly organized, validly existing and in good standing under the Laws of the State its jurisdiction of Delawareorganization. The Company Purchaser has all requisite corporate or other applicable organizational power to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, the Certificate of Designation, and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder and the issuance of the Conversion Shares in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and carry on its business as presently conducted, it is now being conducted and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have adversely affect the Purchaser’s ability to perform its obligations under this Agreement or the Ancillary Documents or consummate the transactions contemplated hereby or thereby on a Company Material Adverse Effect (as defined below). (ii) timely basis. The execution and delivery by the Company Purchaser of this Agreement and each the Ancillary Document, Documents to which the Purchaser is or will be a party and the consummation by the Company Purchaser of the transactions contemplated by this Agreement and the Ancillary Documents to which the Purchaser is or will be a party have been or will be duly authorized by all requisite corporate or other similar organizational action on the part of the Company. Without limiting the foregoing, no stockholder approval is required in connection with the execution and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of DelawarePurchaser. This Agreement has been, and each the other Ancillary Document Documents to which the Purchaser is or will be a party will be, duly executed and delivered by the CompanyPurchaser. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes, and each of the other Ancillary Documents to which the Purchaser is or will be a party will constitute, the legal, valid and binding obligations obligation of the CompanyPurchaser, enforceable against the Company it in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). (iii) Neither the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation 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 is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rights. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

Incorporation and Authority. (i) The Company Such Acquiror is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the State its jurisdiction of Delaware. The Company incorporation and has all requisite necessary corporate or other applicable organizational power and authority to (i) enter intointo this Agreement and each Ancillary Agreement to which it is to be a party, consummate the transactions contemplated by, and to carry out its obligations under this Agreement, the Certificate of Designation, hereunder and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each Holder’s obligation thereunder and to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder hereby and the issuance of the Conversion Shares in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and carry on its business as presently conducted, and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). (ii) thereby. The execution and delivery by the Company such Acquiror of this Agreement and each Ancillary DocumentAgreement to which it is to be a party, the performance by such Acquiror of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated by this Agreement and the Ancillary Documents have been duly authorized by all requisite corporate or other similar organizational action on the part of the Company. Without limiting the foregoing, no stockholder approval is required in connection with the execution and delivery of this Agreement or any Ancillary Document, or the consummation such Acquiror of the transactions contemplated hereby or and thereby (including the issuance have been approved by all necessary action of the Preferred Shares Board of Directors and all stockholders of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of Delawaresuch Acquiror. This Agreement has been, and and, at each Closing, each Ancillary Document Agreement delivered at such Closing to which such Acquiror is a party will be, duly executed and delivered by the Company. Assuming such Acquiror, and (assuming due authorization, execution and delivery by the other parties hereto, THCI of this Agreement constitutesand by THCI, a THCI Partnership or a THCI Subsidiary, as the case may be, of such Ancillary Agreement) this Agreement and each of the such Ancillary Documents Agreements constitute or will constitute, as the case may be, legal, valid and binding obligations of the Company, such Acquiror enforceable against the Company such Acquiror in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvencyinsolvency (including, without limitation, all Laws relating to fraudulent transfers), moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ ' rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law). (iii) Neither the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation 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 is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rights. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

Incorporation and Authority. (i) The Company Holder is duly organized, validly existing and in good standing under the Laws of the State its jurisdiction of Delawareorganization. The Company Holder has all requisite corporate or other applicable organizational power to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, the Certificate of Designation, and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder and the issuance of the Conversion Shares in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and carry on its business as presently conducted, it is now being conducted and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have adversely affect the Holder’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a Company Material Adverse Effect (as defined below). (ii) timely basis. The execution and delivery by the Company Holder of this Agreement and each Ancillary Document, the RRA Amendment and the consummation by the Company Holder of the transactions contemplated by this Agreement and the Ancillary Documents RRA Amendment have been duly authorized by all requisite corporate or other similar organizational action on the part of the Company. Without limiting the foregoing, no stockholder approval is required in connection with the execution and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of DelawareHolder. This Agreement has been, and each Ancillary Document the RRA Amendment will be, duly executed and delivered by the CompanyHolder. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes, and each of the Ancillary Documents RRA Amendment will constitute, the legal, valid and binding obligations obligation of the CompanyHolder, enforceable against the Company it in accordance with their respective its terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). (iii) Neither the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation 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 is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rights. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

Incorporation and Authority. (i1) The Company is duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Company has all requisite corporate or other applicable organizational power to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, the Certificate of Designation, and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder and the issuance of the Conversion Shares in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and carry on its business as presently conducted, and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). (ii) Effect. The execution and delivery by the Company of this Agreement Agreement, the Series B-2 Certificate of Designations and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with the transactions contemplated hereunder (the “Ancillary Document, Documents”) and the consummation by the Company of the transactions contemplated by this Agreement and the Ancillary Documents have been or will be duly authorized by all requisite corporate or other similar organizational action on the part of the Company. Without limiting the foregoing, no stockholder approval is required in connection with the execution and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of Delaware. This Agreement has been, and each the Ancillary Document Documents will be, duly executed and delivered by the Company. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes, and each of the Ancillary Documents will constitute, the legal, valid and binding obligations of the Company, enforceable against the Company it in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). True and complete copies of the Second Amended and Restated Certificate of Incorporation of the Company (as amended or modified from time to time prior to the date hereof, the “Certificate of Incorporation”)) and the Amended and Restated Bylaws of the Company (as amended or modified from time to time prior to the date hereof, the “Bylaws”)), each as in effect, have been made available to the Purchaser prior to the date hereof. The Board of Directors of the Company (the “Board of Directors”), at a meeting duly called and held or by written consent, adopted resolutions (y) directing that the Company submit to the holders of Common Stock a proposal (the “Conversion Proposal”) to approve the issuance of shares of Common Stock upon conversion of the Series B-1 Preferred Stock that is issuable upon conversion of the Series B-2 Preferred Stock in excess of the number of shares permitted without obtaining such approval under Nasdaq Rule 5635 and to otherwise approve the removal of the Conversion Restriction (as such term is defined in the Series B-2 Certificate of Designations) at a meeting of the holders of Common Stock in accordance with the terms of this Agreement and (z) recommending that the holders of the Common Stock approve the Conversion Proposal (such recommendation, the “Company Board Recommendation”), which resolutions have not been subsequently rescinded, modified or withdrawn. The affirmative vote (in person or by proxy) of the holders of a majority of the shares of Common Stock (excluding shares of Common Stock issuable upon conversion of the Series B-1 Preferred Stock that is issuable upon conversion of the Shares) voting for the approval of the Conversion Proposal is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries that is required (or necessary to remain in compliance with the rules of Nasdaq) under the rules and regulations of the SEC, the General Corporation Law of the State of Delaware (the “DGCL”) or Nasdaq to approve the transactions contemplated hereby and the consummation thereof, including the conversion of all the shares of Series B-1 Preferred Stock that are issuable upon conversion of the Shares under Nasdaq listing rule 5635 into shares of Class A Common Stock (without giving effect to the Conversion Restriction) (the “Company Stockholder Approval”). (2) Each of the Company’s Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC) (i) is duly organized and validly existing under the Laws of its jurisdiction of organization, (ii) has all requisite corporate or other applicable entity power and authority to own its properties and conduct its business as presently conducted, and (iii) is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except, in the case of this clause (iii), where failure to be so qualified or in good standing, individually or in the aggregate, has not and would not reasonably be expected to have a Company Material Adverse Effect. (3) Neither the execution and delivery by the Company of this Agreement and each or the Ancillary DocumentDocuments, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation 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 is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rights. (iv4) Except for (a) the filing with the SEC of such current reports and other documents, if any, required to be filed with the Announcing Form SEC under the Exchange Act or Securities Act in connection with the transactions contemplated hereunder, including the filing with the SEC of a proxy statement relating to the Company Stockholders’ Meeting (the “Proxy Statement”), any filings required by the Registration Rights Agreement or the Amended and Restated Registration Rights Agreement, as in effect at such time the and Transaction 8-K Ks, (as defined below), b) compliance with any applicable state securities or blue sky laws laws, (c) pursuant to the terms of any Contract by and between the Company or any of its Subsidiaries, on the one hand, and any Governmental Entity, on the other hand, and (d) the filing of the Series B-2 Certificate of Designation Designations with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or and the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be material expected to have a Company Material Adverse Effect. (5) As of the date hereof, the persons set forth on Schedule 2.1(a)(5) (together with the Purchaser and its Affiliates and any persons who execute and deliver a voting agreement following the date hereof in substantially the form of the Voting Agreements, the “Voting Parties”) hold shares of Common Stock that (together with the Retained Shares), in the aggregate, represent a majority of the voting power of the Company entitled to vote with respect to the Company and its subsidiaries, taken Stockholder Approval. Each of the Voting Parties set forth on Schedule 2.1(a)(5) has entered into a Voting Agreement as a wholeof the date hereof.

Incorporation and Authority. (i) The Company is duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Company has all requisite corporate or other applicable organizational power to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, the Certificate of Designation, the RRA Amendment and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each the Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder and the issuance of the Conversion Shares in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and carry on its business as presently conducted, and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). (ii) The execution and delivery by the Company of this Agreement and each Ancillary Document, and the consummation by the Company of the transactions contemplated by this Agreement and the Ancillary Documents have been duly authorized by all requisite corporate or other similar organizational action on the part of the Company. Without limiting the foregoing, no stockholder approval is required in connection with the execution and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of Delaware. This Agreement has been, and each Ancillary Document will be, duly executed and delivered by the Company. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes, and each of the Ancillary Documents will constitute, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). (iii) Neither the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation 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 is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rights. No consent or approval of OEP AHCO Investment Holdings, LLC, One Equity Partners VII, L.P. or any of their respective Affiliates is necessary for the consummation of the transaction contemplated by this Agreement and the Ancillary Documents in accordance with the terms hereof and thereof, except to the extent that such consent has already been obtained and has not been revoked. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and laws, the filing of the Certificate of Designation with the Secretary of State of the State of DelawareDelaware and the filings required by the Registration Rights Agreement, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

Incorporation and Authority. (i) The Company Each of Parent and Sub is --------------------------- a limited liability company, duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. The Company Delaware and has all requisite corporate or other applicable organizational necessary limited liability company power and authority to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, the Certificate of Designation, and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder and the issuance of the Conversion Shares in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and to carry on its business as presently currently conducted, and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). (ii) The execution and delivery by the Company of enter into this Agreement and each Ancillary Documentother agreement, and document, instrument or certificate to be executed by Parent or Sub in connection with the consummation by the Company of the transactions contemplated by this Agreement (together with this Agreement, such agreements, documents, instruments and certificates being, the "Purchaser Documents"), to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary other Purchaser Documents by each of Parent and Sub, the performance by each of Parent and Sub of its obligations hereunder and thereunder and the consummation by each of Parent and Sub of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or other similar organizational limited liability company action on the part of the Company. Without limiting the foregoingParent, no stockholder approval is required in connection with the execution its members and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of DelawareSub. This Agreement has been, and each Ancillary Document of the other Purchaser Documents at Closing will be, duly executed and delivered by the Company. Assuming each of Parent and Sub, and (assuming due authorization, execution and delivery by each of the parties hereto and thereto other parties hereto, than Parent and Sub) this Agreement constitutes, and each of the Ancillary other Purchaser Documents when so executed and delivered will constitute, the legal, valid and binding obligations of the Company, Parent and Sub enforceable against the Company Parent and Sub in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium moratorium, fraudulent conveyance or similar Laws now or hereafter in effect relating to or laws affecting creditors’ ' rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law). (iii) Neither . Each of Parent and Sub is duly qualified to do business, and is in good standing, in each jurisdiction where the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any character of its properties owned, operated or assets is bound leased or subject the nature of its activities makes such qualification necessary, except for where the failure to be so qualified would not have a Material Adverse Effect with respect to Parent or (c) result in any breach of, or constitute a default (or event which, with the giving Sub. Parent owns beneficially and of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any record all of the assets or properties outstanding membership interests in Sub. As of the Companydate hereof, any note(i) Parent has no material assets and has no material liabilities (other than its ownership of membership interests in Sub and capital stock of ACN Holdings, bondInc., mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation 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 is bound or subject, except, in the case of clauses (bDelaware corporation) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations ii) Sub has no Subsidiaries or creations as, individually shares of capital stock or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights other equity securities of any third party and will not trigger any price reset or anti-dilution rights. Person (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consentsSub's ownership of capital stock of Business Sound, approvalsInc., filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a wholean Ohio corporation).

Incorporation and Authority. (i) The Company Seller is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the State of Delaware. The Company Delaware and has all requisite necessary corporate or other applicable organizational power and authority to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under into this Agreement, the Certificate Bxxx of DesignationSale and the Assumption Agreement (the Bxxx of Sale and the Assumption Agreement, together with all other assignments and each other agreement, document, instrument, schedule or certificate contemplated by documents that Seller is to execute and deliver pursuant to this Agreement being hereinafter collectively referred to be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary DocumentsAgreements”), including the issuance of the Preferred Shares to carry out and perform its obligations hereunder and the issuance of the Conversion Shares in accordance with the Certificate of Designation, thereunder and (ii) own, lease and operate its properties and carry on its business as presently conducted, and the Company is duly qualified to do business and is in good standing in consummate all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). (ii) The execution and delivery by the Company of this Agreement and each Ancillary Document, and the consummation by the Company of the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and the Ancillary Documents have been duly authorized by all requisite corporate or other similar organizational action on Agreements, and the part sale of the Company. Without limiting the foregoing, no stockholder approval is required in connection with the execution Purchased Assets to Purchaser and delivery of this Agreement or any Ancillary Document, or the consummation of all the transactions contemplated hereby and thereby on the terms and conditions set forth herein, have been duly and validly authorized by Seller by all necessary corporate action of Seller’s Board of Directors and shareholders. No authorization, decree or thereby order of any court, bankruptcy court, bankruptcy trustee, creditors’ committee, receiver, governmental authority or any other person is required in order to authorize or enable Seller to: (including i) enter into this Agreement and the issuance of Ancillary Agreements; (ii) sell, assign, convey and transfer all the Preferred Shares Purchased Assets to Purchaser as contemplated by this Agreement; or (iii) to carry out and all of perform Seller’s obligations under this Agreement and the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of DelawareAncillary Agreements. This Agreement has been, and each at the Closing the Ancillary Document Agreements will be, duly and validly executed and delivered by the Company. Assuming Seller, and (assuming due authorization, execution and delivery by the other parties hereto, Purchaser) this Agreement constitutesconstitutes and, and upon the execution of each of the Ancillary Documents Agreements by the parties thereto, the Ancillary Agreements will constitute, the legal, valid and binding obligations of the Company, Seller enforceable against the Company Seller in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). (iii) Neither the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation 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 is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rights. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

Incorporation and Authority. (i) The Company Each of Parent and Sub is a limited liability company, duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. The Company Delaware and has all requisite corporate or other applicable organizational necessary limited liability company power and authority to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, the Certificate of Designation, and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder and the issuance of the Conversion Shares in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and to carry on its business as presently currently conducted, and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). (ii) The execution and delivery by the Company of enter into this Agreement and each Ancillary Documentother agreement, and document, instrument or certificate to be executed by Parent or Sub in connection with the consummation by the Company of the transactions contemplated by this Agreement (together with this Agreement, such agreements, documents, instruments and certificates being, the "Purchaser Documents"), to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary other Purchaser Documents by each of Parent and Sub, the performance by each of Parent and Sub of its obligations hereunder and thereunder and the consummation by each of Parent and Sub of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or other similar organizational limited liability company action on the part of the Company. Without limiting the foregoingParent, no stockholder approval is required in connection with the execution its members and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of DelawareSub. This Agreement has been, and each Ancillary Document of the other Purchaser Documents at Closing will be, duly executed and delivered by the Company. Assuming each of Parent and Sub, and (assuming due authorization, execution and delivery by each of the parties hereto and thereto other parties hereto, than Parent and Sub) this Agreement constitutes, and each of the Ancillary other Purchaser Documents when so executed and delivered will constitute, the legal, valid and binding obligations of the Company, Parent and Sub enforceable against the Company Parent and Sub in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium moratorium, fraudulent conveyance or similar Laws now or hereafter in effect relating to or laws affecting creditors’ ' rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law). (iii) Neither . Each of Parent and Sub is duly qualified to do business, and is in good standing, in each jurisdiction where the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any character of its properties owned, operated or assets is bound leased or subject the nature of its activities makes such qualification necessary, except for where the failure to be so qualified would not have a Material Adverse Effect with respect to Parent or (c) result in any breach of, or constitute a default (or event which, with the giving Sub. Parent owns beneficially and of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any record all of the assets or properties outstanding membership interests in Sub. As of the Companydate hereof, any note(i) Parent has no material assets and has no material liabilities (other than its ownership of membership interests in Sub and capital stock of ACN Holdings, bondInc., mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation 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 is bound or subject, except, in the case of clauses (bDelaware corporation) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations ii) Sub has no Subsidiaries or creations as, individually shares of capital stock or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights other equity securities of any third party and will not trigger any price reset or anti-dilution rights. Person (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consentsSub's ownership of capital stock of Business Sound, approvalsInc., filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a wholean Ohio corporation).

Incorporation and Authority. (i) The Company AMI is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the State of Delaware. The Company Rhode Island and Grass is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and each has all requisite necessary corporate or other applicable organizational power and authority to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under into this Agreement, the Certificate Xxxx of DesignationSale, the Assumption Agreement, the Transition Services Agreement and each the Escrow Agreement (the Xxxx of Sale, the Assumption Agreement, the Transition Services Agreement and the Escrow Agreement, together with all other agreement, document, instrument, schedule or certificate contemplated by assignments and documents that the Sellers are to execute and deliver pursuant to this Agreement being hereinafter collectively referred to be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary DocumentsAgreements”), including the issuance of the Preferred Shares to carry out and perform its obligations hereunder and the issuance of the Conversion Shares in accordance with the Certificate of Designation, thereunder and (ii) own, lease and operate its properties and carry on its business as presently conducted, and the Company is duly qualified to do business and is in good standing in consummate all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). (ii) The execution and delivery by the Company of this Agreement and each Ancillary Document, and the consummation by the Company of the transactions contemplated hereby and thereby. The execution, delivery and performance by each of AMI and Grass of this Agreement and the Ancillary Documents Agreements, and the sale of the Acquired Assets to the Purchaser and consummation of all the transactions contemplated hereby and thereby on the terms and conditions set forth herein, have been duly and validly authorized by each of AMI’s and Grass’ Board of Directors, representing all requisite necessary corporate or other similar organizational action on the part of the Companyeach of AMI and Grass. Without limiting the foregoing, no stockholder approval action on the part of the stockholders of either AMI or Grass is required in connection with the execution and delivery of this Agreement or any Ancillary Document, or the consummation of necessary to consummate the transactions contemplated hereby or thereby (including pursuant to the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of DelawareAncillary Agreements. This Agreement has been, and each at the Closing the Ancillary Document Agreements will be, duly and validly executed and delivered by the Company. Assuming each of AMI and Grass, and (assuming due authorization, execution and delivery by the other parties hereto, Purchaser) this Agreement constitutesconstitutes and, and upon the execution of each of the Ancillary Documents Agreements by the parties thereto, the Ancillary Agreements will constitute, the legal, valid and binding obligations of the Company, each of AMI and Grass enforceable against the Company AMI and Grass, respectively, in accordance with their respective terms, subject in each case except to the effect of any applicable extent that enforceability may be limited by bankruptcy, reorganizationmoratorium, insolvency, moratorium or similar Laws now or hereafter in effect relating to or reorganization and other laws affecting the enforcement of creditors’ rights and remedies generally and subject, as to enforceability, to the effect by general principles of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law)equity. (iii) Neither the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation 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 is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rights. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

Incorporation and Authority. (i) The ‌ Each of ITW, ITW Subsidiary, the Company and each Company Subsidiary is an entity duly organized, validly existing and (where such concept is applicable) in good standing (or local equivalent) under the Laws of the State its jurisdiction of Delaware. The Company organization, formation or incorporation, as applicable, and has all requisite corporate or other applicable organizational power and authority to conduct its business as currently conducted, except for the entities set forth on Schedule 2.1 (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, the Certificate of Designation, and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder and the issuance of the Conversion Shares which are being liquidated in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and carry on its business applicable Laws). Except as presently conducted, and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect Effect, the Company and each Company Subsidiary is duly qualified as a foreign corporation for the transaction of business and is (where such concept is applicable) in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as defined belowto require such qualification. ITW has made available to Investor complete copies of the respective articles of incorporation or bylaws (or similar organizational documents) of the Company, ITW Subsidiary and each Company Subsidiary as in effect as of the date hereof. None of the Company or any Company Subsidiary is in violation of any provision of such articles of incorporation or bylaws (or similar organizational documents). (ii) . Each of ITW, ITW Subsidiary and the Company has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it will be a party, to carry out and perform its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution and delivery by ITW, ITW Subsidiary and the Company of this Agreement and each by ITW, ITW Subsidiary and the Company of the Ancillary DocumentAgreements to which it will be a party, and the consummation by ITW, ITW Subsidiary and the Company of the transactions contemplated by this Agreement on its part hereby and the Ancillary Documents thereby, have been duly authorized by all requisite corporate or other similar organizational necessary company action on the part of ITW, ITW Subsidiary and the Company. Without limiting the foregoing, no stockholder approval is required in connection with the execution and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of Delaware. This Agreement has been, and each and, to the extent ITW, ITW Subsidiary or the Company is a party thereto, the Ancillary Document Agreements will at the Closing be, duly executed and delivered by ITW, ITW Subsidiary and/or the Company. Assuming , as applicable, and (assuming due authorization, execution and delivery by the other parties hereto, thereto) this Agreement constitutes, and each of when executed and delivered, to the extent ITW, ITW Subsidiary or the Company is a party thereto, the Ancillary Documents Agreements will constitute, the legal, valid and binding obligations of ITW, ITW Subsidiary and/or the Company, as applicable, enforceable against ITW, ITW Subsidiary and/or the Company Company, as applicable, in accordance with their respective terms, subject in each case to the effect of any applicable except as enforceability may be limited by bankruptcy, insolvency, reorganization, insolvency, moratorium or and other similar Laws now or hereafter in effect relating to or affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity or at lawequity). (iii) Neither the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation 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 is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rights. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

Incorporation and Authority. (i) The Company Seller is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the State of Delaware. The Company Alabama and has all requisite necessary corporate or other applicable organizational power and authority to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under into this Agreement, the Certificate Xxxx of DesignationSale, the Assumption Agreement, the Transition Services Agreement and each the Tanker Services Agreement (the Xxxx of Sale, the Assumption Agreement, the Transition Services Agreement and the Tanker Services Agreement, together with all other agreement, document, instrument, schedule or certificate contemplated by assignments and documents that the Seller is to execute and deliver pursuant to this Agreement being hereinafter collectively referred to be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary DocumentsAgreements”), including the issuance of the Preferred Shares to carry out and perform its obligations hereunder and the issuance of the Conversion Shares in accordance with the Certificate of Designation, thereunder and (ii) own, lease and operate its properties and carry on its business as presently conducted, and the Company is duly qualified to do business and is in good standing in consummate all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). (ii) The execution and delivery by the Company of this Agreement and each Ancillary Document, and the consummation by the Company of the transactions contemplated hereby and thereby. The execution, delivery and performance by the Seller of this Agreement and the Ancillary Documents Agreements, and the sale of the Acquired Assets to the Purchaser and consummation of all the transactions contemplated hereby and thereby on the terms and conditions set forth herein, have been duly and validly authorized by the Seller’s Board of Directors, representing all requisite necessary corporate or other similar organizational action on the part of the CompanySeller. Without limiting the foregoing, no stockholder approval action on the part of the shareholders of the Seller is required in connection with the execution and delivery of this Agreement or any Ancillary Document, or the consummation of necessary to consummate the transactions contemplated hereby or thereby (including pursuant to the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of DelawareAncillary Agreements. This Agreement has been, and each at the Closing the Ancillary Document Agreements will be, duly and validly executed and delivered by the Company. Assuming Seller, and (assuming due authorization, execution and delivery by the other parties hereto, Purchaser) this Agreement constitutesconstitutes and, and upon the execution of each of the Ancillary Documents Agreements by the parties thereto, the Ancillary Agreements will constitute, the legal, valid and binding obligations of the Company, Seller enforceable against the Company Seller in accordance with their respective terms, subject in each case except to the effect of any applicable extent that enforceability may be limited by bankruptcy, reorganizationmoratorium, insolvency, moratorium or similar Laws now or hereafter in effect relating to or reorganization and other laws affecting the enforcement of creditors’ rights and remedies generally and subject, as to enforceability, to the effect by general principles of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law)equity. (iii) Neither the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation 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 is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rights. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

Incorporation and Authority. (i) The Company Purchaser is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the State of Delaware. The Company Illinois and has all requisite necessary corporate or other applicable organizational power and authority to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under into this Agreement, the Certificate Xxxx of DesignationSale, the Assumption Agreement and each other agreement, document, instrument, schedule or certificate contemplated by all documents that Purchaser is to execute and deliver pursuant to this Agreement (the Xxxx of Sale, the Assumption Agreement and all such other documents being hereinafter collectively referred to be executed by as the Company in connection with or as a condition “Purchaser Ancillary Agreements”), to each Holder’s obligation carry out and perform its obligations hereunder and thereunder and to consummate all of the transactions contemplated hereunder (the “Ancillary Documents”)hereby and thereby. The execution, including the issuance of the Preferred Shares hereunder delivery and the issuance of the Conversion Shares in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and carry on its business as presently conducted, and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). (ii) The execution and delivery performance by the Company Purchaser of this Agreement and each the Purchaser Ancillary DocumentAgreements, and the purchase of the Purchased Assets by Purchaser and consummation by the Company of all the transactions contemplated by this Agreement hereby and thereby on the Ancillary Documents terms and conditions set forth herein, have been duly and validly authorized by Purchaser by all requisite necessary corporate or other similar organizational action on the part of the CompanyPurchaser. Without limiting the foregoingNo authorization, no stockholder approval decree or order of any governmental authority is required in connection with the execution and delivery of order to authorize or enable Purchaser to: (i) enter into this Agreement and the Purchaser Ancillary Agreements; (ii) purchase the Purchased Assets as contemplated by this Agreement; or any (iii) to carry out and perform Seller’s obligations under this Agreement and the Purchaser Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of DelawareAgreements. This Agreement has been, and each at the Closing the Purchaser Ancillary Document Agreements will be, duly and validly executed and delivered by the Company. Assuming Purchaser, and (assuming due authorization, execution and delivery by the other parties hereto, of this Agreement constitutesand any Seller Ancillary Agreements by Seller) this Agreement constitutes and, and upon the execution of each of the Purchaser Ancillary Documents Agreements by the parties thereto, the Purchaser Ancillary Agreements will constitute, the legal, valid and binding obligations of the Company, Purchaser enforceable against the Company Purchaser in accordance with their respective terms, except as such enforceability may be limited by principles of public policy and subject in each case to the effect laws of any applicable general application relating to bankruptcy, reorganizationinsolvency and the relief of debtors and rules of law governing specific performance, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). (iii) Neither the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement injunctive relief or other instrument or obligation 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 is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rightsequitable remedies. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

Incorporation and Authority. (ia) The Company is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. The Company Delaware and has all requisite necessary corporate power and authority to conduct its business as it is now being conducted, to own or other applicable organizational power use the properties and assets that it purports to (i) own or use, to enter intointo this Agreement and the Stockholders Agreement, consummate the transactions contemplated by, and to carry out its obligations under this Agreementhereunder and thereunder and, assuming receipt of the Certificate of DesignationRequisite Stockholder Approvals, and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder hereby and the issuance of the Conversion Shares in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and carry on its business as presently conducted, and the thereby. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in all jurisdictions where its which either the ownership or leasing use of property the properties owned or used by it, or the conduct nature of its business the activities conducted by it, requires it to be so qualifiedsuch qualification, except for any failure under clause (ii) that such failures which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below)Effect. (iib) The execution and delivery of this Agreement, the New Warrants and the Stockholders Agreement by the Company, the performance by the Company of this Agreement its obligations hereunder and each Ancillary Document, thereunder and the consummation by the Company of the transactions contemplated by this Agreement hereby and the Ancillary Documents thereby have been duly authorized by all requisite corporate or other similar organizational action on the part of the Company. Without limiting , except, with respect to consummation, for the foregoing, no stockholder approval is required in connection Requisite Stockholder Approvals and the filing of the Charter Amendments with the execution and delivery Secretary of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of DelawareState. This Agreement has been, and each Ancillary Document will be, been duly executed and delivered by the Company. Assuming Company and (assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes, and each of the Ancillary Documents will constitute, the Major Investors) constitutes a legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective terms, subject in each case to the effect of any applicable its terms except as such enforcement may be limited by bankruptcy, insolvency, reorganization, insolvency, moratorium or similar Laws laws now or hereafter in effect relating to or affecting creditors’ ' rights and remedies generally and subject, as to enforceability, to the effect by general principles of general equitable principles equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law). . The New Warrants and the Stockholders Agreement when executed and delivered in accordance with the terms herein will have been duly executed and delivered by the Company and (iii) Neither the assuming due authorization, execution and delivery by (x) the holder thereof in the case of each New Warrant and (y) each of the Major Investors in the case of the Stockholders Agreement) will constitute a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to or affecting creditors' rights generally and by general principles of this Agreement equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Company has made available to the Major Investors correct and each Ancillary Document, nor the consummation complete copies of the transactions contemplated hereby or therebyCompany Certificate of Incorporation, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with Bylaws and the organizational documents (and related joint venture agreements and/or shareholder agreements where not wholly owned) of each Subsidiary of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result as currently in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation 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 is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rightseffect. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

Incorporation and Authority. (i1) The Company is duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Company has all requisite corporate or other applicable organizational power to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, the Certificate of Designation, and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder and the issuance of the Conversion Shares in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and carry on its business as presently conducted, and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). (ii) Effect. The execution and delivery by the Company of this Agreement and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with the transactions contemplated hereunder (the “Ancillary Document, Documents”) and the consummation by the Company of the transactions contemplated by this Agreement and the Ancillary Documents have been duly authorized by all requisite corporate or other similar organizational action on the part of the Company. Without limiting the foregoing, no stockholder approval is required in connection with the execution and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of Delaware. This Agreement has been, been and each the Ancillary Document Documents will be, be duly executed and delivered by the Company. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes, constitutes and each of the Ancillary Documents will constitute, constitute the legal, valid and binding obligations of the Company, enforceable against the Company it in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). True and complete copies of the Second Amended and Restated Certificate of Incorporation of the Company (as amended or modified from time to time prior to the date hereof, the “Certificate of Incorporation”)) and the Amended and Restated Bylaws of the Company (as amended or modified from time to time prior to the date hereof, the “Bylaws”)), each as in effect, have been made available to the Purchaser prior to the date hereof. The Board of Directors, at a meeting duly called and held or by written consent, adopted resolutions (i) directing that the Company submit to the holders of Common Stock a proposal to approve the removal of the Conversion Restriction (as such term is defined in the Certificate of Designations) at a meeting of the holders of Common Stock in accordance with the terms of this Agreement and (ii) recommending that the holders of the Common Stock approve the removal of the Conversion Restriction (as such term is defined in the Certificate of Designations) (such recommendation, the “Company Board Recommendation”), which resolutions have not been subsequently rescinded, modified or withdrawn. The affirmative vote (in person or by proxy) of the holders of a majority of the shares of Common Stock (excluding the Shares and any Common Stock issued in exchange for the Shares) voting at the stockholders meeting for the removal of the Conversion Restriction (as such term is defined in the Certificate of Designations) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries that is required under the rules and regulations of the SEC, the General Corporation Law of the State of Delaware (the “DGCL”) or Nasdaq to approve the transactions contemplated hereby and the consummation thereof, including the conversion of all the Shares under Nasdaq listing rule 5635 (the “Company Stockholder Approval”). (2) Each of the Company’s Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC) (i) is duly organized and validly existing under the Laws of its jurisdiction of organization, (ii) has all requisite corporate or other applicable entity power and authority to own its properties and conduct its business as presently conducted, and (iii) is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except, in the case of this clause (iii), where failure to be so qualified or in good standing, individually or in the aggregate, has not and would not reasonably be expected to have a Company Material Adverse Effect. (3) Neither the execution and delivery by the Company of this Agreement and each or the Ancillary DocumentDocuments, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation 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 is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rights. (iv4) Except for (a) the filing with the SEC of such current reports and other documents, if any, required to be filed with the Announcing Form 8-K SEC under the Exchange Act or Securities Act in connection with the transactions contemplated hereunder, including the filing with the SEC of a proxy statement relating to the Company Stockholders’ Meeting (as defined belowthe “Proxy Statement”), (b) filings required under, and compliance with other applicable requirements of, the HSR Act, (c) compliance with any applicable state securities or blue sky laws laws, (d) any filings required by the Registration Rights Agreement or the Amended and Restated Registration Rights Agreement, as in effect at such time, (e) pursuant to the terms of any Contract by and between the Company or any of its Subsidiaries, on the one hand, and any Governmental Entity, on the other hand, and (f) the filing of the Certificate of Designation Designations with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary DocumentsAgreement, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be material expected to have a Company Material Adverse Effect. (5) As of the date hereof, the persons set forth on Schedule 2.1(a)(5) (the “Voting Parties”) represent at least 45% of the voting power of the Company entitled to vote with respect to the Company and its subsidiaries, taken as a wholeStockholder Approval.

Incorporation and Authority. (i) of the Company and the Company Entities. The Company is a limited liability company duly organizedformed, validly existing and in good standing under the Laws laws of the State of DelawareNevada. The Company has all requisite corporate or other applicable organizational necessary limited liability company power and authority to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, the Certificate of Designation, and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder and the issuance of the Conversion Shares in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and properties, to carry on its business as presently it is now being conducted, to enter into this Agreement and the Ancillary Agreements to which it is or will be a signatory, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each of the Company Entities is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all necessary corporate power and authority to own, lease and operate its properties, to carry on its business as it is now being conducted, to enter into the Ancillary Agreements to which it is or will be a signatory, to carry out its obligations thereunder and to consummate the transactions contemplated hereby and thereby. The Company and each of the Company Entities is duly qualified or licensed to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in all jurisdictions where its which the nature of either the ownership or leasing use of property its assets and properties or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). (ii) The execution and delivery by the Company Business requires such qualification. The execution, delivery and performance by each of the Company and the Company Entities of this Agreement and each Ancillary Document, and the consummation by the Company of the transactions contemplated by this Agreement and the Ancillary Documents to which it is or will be a signatory have been duly authorized by all requisite limited liability company or corporate or other similar organizational action on the part of the Company. Without limiting Company or such Company Entity, as the foregoing, no stockholder approval is required in connection with the execution and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of Delawarecase may be. This Agreement has beenis, and upon execution each Ancillary Document Agreement to which it is or will be a signatory will be, duly executed and delivered by the Company. Assuming Company or the Company Entities, and (assuming due authorization, execution and delivery by Nortel Networks or the other parties hereto, Nortel Contributing Entities that are signatories thereto) this Agreement constitutes, and each of upon execution the Ancillary Documents Agreements to which it is a signatory will constitute, the legal, valid and binding obligations of the CompanyCompany or the Company Entities that are signatories thereto, enforceable against the Company or such Company Entities in accordance with their respective terms, subject in each case to the effect of any except as such enforcement may be limited by applicable anti-trust, bankruptcy, reorganization, insolvency, moratorium or reorganization and similar Laws now or hereafter in effect relating laws affecting generally the enforcement of the rights of contracting parties and subject to or affecting creditors’ rights and remedies generally and subject, as to enforceability, a court's discretionary authority with respect to the effect granting of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). (iii) Neither the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement decree ordering specific performance or other instrument or obligation 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 is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rightsequitable remedies. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

Incorporation and Authority. (i) The Company Seller is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the State of Delaware. The Company Delaware and has all requisite necessary corporate or other applicable organizational power and authority to (i) enter into, consummate own the transactions contemplated by, Acquired Assets and carry out on the Division Business as it is being carried on prior to Closing, to perform all of its obligations under the Assigned Agreements and to enter into this Agreement, the Certificate Xxxx of DesignationSale, the Assumption Agreement, the Escrow Agreement, the Sub-Lease, the Invention Assignment Agreements the Transitional Services Agreement (the Xxxx of Sale, the Escrow Agreement, the Assumption Agreement, the Sub-Lease, the Invention Assignment Agreements, the Transitional Services Agreement, together with all other assignments and documents that Seller is to execute and deliver pursuant to this Agreement being hereinafter collectively referred to as the "Ancillary Agreements"), to carry out and perform its obligations hereunder and thereunder and to consummate all of the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements, and each other agreementthe sale of the Acquired Assets to Buyer and consummation of all the transactions contemplated hereby and thereby on the terms and conditions set forth herein and therein, document, instrument, schedule or certificate contemplated have been duly and validly authorized by this Agreement to be executed Seller by all necessary corporate action of Seller's Board of Directors. No action on the Company in connection with or as a condition to each Holder’s obligation part of Seller's stockholders is necessary to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder and the issuance of the Conversion Shares in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and carry on its business as presently conducted, and the Company is duly qualified hereby or pursuant to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). (ii) The execution and delivery by the Company of this Agreement and each Ancillary Document, and the consummation by the Company of the transactions contemplated by this Agreement and the Ancillary Documents have been duly authorized by all requisite corporate or other similar organizational action on the part of the Company. Without limiting the foregoing, no stockholder approval is required in connection with the execution and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of DelawareAgreements. This Agreement has been, and each at the Closing the Ancillary Document Agreements will be, duly and validly executed and delivered by the Company. Assuming Seller, and (assuming due authorization, execution and delivery by the other parties hereto, Buyer) this Agreement constitutesconstitutes and, and upon the execution of each of the Ancillary Documents Agreements by the parties thereto, the Ancillary Agreements will constitute, the legal, valid and binding obligations of the Company, Seller enforceable against the Company Seller in accordance with their respective terms, subject in each case except to the effect of any applicable extent that enforceability may be limited by bankruptcy, reorganizationmoratorium, insolvency, moratorium or similar Laws now or hereafter in effect relating to or and other laws affecting the enforcement of creditors’ ' rights and remedies generally and subjectby principles of equity. Notwithstanding the forgoing, Seller makes no representation nor warranty regarding Buyer's ability to require Seller to provide Vendor Finance as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought set forth in a proceeding in equity or at lawSection 2(d)(iii). (iii) Neither the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation 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 is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rights. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

Incorporation and Authority. (i) The Company Seller is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the State of Delaware. The Company England and Wales and has all requisite necessary corporate or other applicable organizational power and authority to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, the Certificate of Designation, and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder and the issuance of the Conversion Shares in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and carry on its business as presently conducted, and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). (ii) The execution and delivery by the Company of into this Agreement and each the Xxxx of Sale (the Xxxx of Sale together with all other assignments and documents that Seller is to execute and deliver pursuant to this Agreement being hereinafter collectively referred to as the "Ancillary DocumentAgreements"), to carry out and the consummation by the Company perform its obligations hereunder and thereunder and to consummate all of the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and the Ancillary Documents have been duly authorized by all requisite corporate or other similar organizational action on Agreements, and the part sale of the Company. Without limiting the foregoing, no stockholder approval is required in connection with the execution Purchased Assets to Purchaser and delivery of this Agreement or any Ancillary Document, or the consummation of all the transactions contemplated hereby and thereby on the terms and conditions set forth herein, have been duly and validly authorized by Seller by all necessary corporate action of Seller's Board of Directors and shareholders. No authorization, decree or thereby order of any court, bankruptcy court, bankruptcy trustee, creditors' committee, receiver, governmental authority or any other person is required in order to authorize or enable Seller to: (including i) enter into this Agreement and the issuance of Ancillary Agreements; (ii) sell, assign, convey and transfer all the Preferred Shares Purchased Assets to Purchaser as contemplated by this Agreement; or (iii) to carry out and all of perform Seller's obligations under this Agreement and the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of DelawareAncillary Agreements. This Agreement has been, and each at the Closing the Ancillary Document Agreements will be, duly and validly executed and delivered by the Company. Assuming Seller, and (assuming due authorization, execution and delivery by the other parties hereto, Purchaser) this Agreement constitutesconstitutes and, and upon the execution of each of the Ancillary Documents Agreements by the parties thereto, the Ancillary Agreements will constitute, the legal, valid and binding obligations of the Company, Seller enforceable against the Company Seller in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). (iii) Neither the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation 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 is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rights. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

Incorporation and Authority. (i) The Company is duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Company has all requisite corporate or other applicable organizational power to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, the Certificate of Designation, and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each the Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder and the issuance of the Conversion Shares in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and carry on its business as presently conducted, and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). (ii) The execution and delivery by the Company of this Agreement and each Ancillary Document, and the consummation by the Company of the transactions contemplated by this Agreement and the Ancillary Documents have been duly authorized by all requisite corporate or other similar organizational action on the part of the Company. Without limiting the foregoing, no stockholder approval is required in connection with the execution and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of Delaware. This Agreement has been, and each Ancillary Document will be, duly executed and delivered by the Company. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes, and each of the Ancillary Documents will constitute, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). (iii) Neither the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation 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 is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of the Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rights. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

Incorporation and Authority. (i) The Company Seller is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the State of Delaware. The Company California and has all requisite necessary corporate or other applicable organizational power and authority to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under into this Agreement, the Certificate Xxxx of DesignationSale and the Assumption Agreement (the Xxxx of Sale and the Assumption Agreement, together with all other assignments and each other agreement, document, instrument, schedule or certificate contemplated by documents that Seller is to execute and deliver pursuant to this Agreement being hereinafter collectively referred to be executed by as the Company in connection with or as a condition “Seller Ancillary Agreements”), to each Holder’s obligation carry out and perform its obligations hereunder and thereunder and to consummate all of the transactions contemplated hereunder (hereby and thereby, subject to obtaining the “Ancillary Documents”), including the issuance third party consents listed in Schedule 3.03 of the Preferred Shares hereunder Seller Disclosure Letter. The execution, delivery and the issuance of the Conversion Shares in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and carry on its business as presently conducted, and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). (ii) The execution and delivery performance by the Company Seller of this Agreement and each the Seller Ancillary DocumentAgreements, and the sale of the Purchased Assets to Purchaser and consummation by the Company of all the transactions contemplated by this Agreement hereby and thereby on the Ancillary Documents terms and conditions set forth herein, have been duly and validly authorized by Seller by all requisite necessary corporate or other similar organizational action on the part of the CompanySeller. Without limiting the foregoingNo authorization, no stockholder approval decree or order of any governmental authority is required in connection with the execution and delivery of order to authorize or enable Seller to: (i) enter into this Agreement and the Seller Ancillary Agreements; (ii) sell, assign, convey and transfer all the Purchased Assets to Purchaser as contemplated by this Agreement; or any (iii) to carry out and perform Seller’s obligations under this Agreement and the Seller Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of DelawareAgreements. This Agreement has been, and each at the Closing the Seller Ancillary Document Agreements will be, duly and validly executed and delivered by the Company. Assuming Seller, and (assuming due authorization, execution and delivery by the other parties hereto, of this Agreement constitutesand any Seller Ancillary Agreements by Purchaser) this Agreement constitutes and, and upon the execution of each of the Seller Ancillary Documents Agreements by the parties thereto, the Seller Ancillary Agreements will constitute, the legal, valid and binding obligations of the Company, Seller enforceable against the Company Seller in accordance with their respective terms, except as such enforceability may be limited by principles of public policy and subject in each case to the effect laws of any applicable general application relating to bankruptcy, reorganizationinsolvency and the relief of debtors and rules of law governing specific performance, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). (iii) Neither the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement injunctive relief or other instrument or obligation 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 is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rightsequitable remedies. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

Incorporation and Authority. (i) The Company Purchaser is a corporation duly organized, validly existing and in good standing under the Laws laws of Washington and has all necessary corporate power and authority to enter into this Agreement and each of the State of Delaware. The Company has all requisite corporate or other applicable organizational power Ancillary Agreements to (i) enter intowhich it is a party, consummate the transactions contemplated by, and to carry out its obligations under this Agreementhereunder and thereunder, the Certificate of Designation, and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary Documents”)hereby and thereby, including the issuance of the Preferred Shares hereunder and the issuance of the Conversion Shares in accordance with the Certificate of Designation, and (ii) to own, operate or lease the properties now owned, operated or leased by the Company and operate its properties and to carry on its the business as presently conducted, and now being conducted by the Company Purchaser. Purchaser is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing a wholly-owned subsidiary of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). (ii) RBA. The execution and delivery by the Company of this Agreement and each of the Ancillary DocumentAgreements to which it is a party, the performance of its obligations hereunder and thereunder and the consummation by the Company Purchaser of the transactions contemplated by this Agreement hereby and the Ancillary Documents thereby have been duly authorized by all requisite corporate or other similar organizational action on the part of the Company. Without limiting the foregoing, no stockholder approval is required in connection with the execution and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of DelawarePurchaser. This Agreement has been, and each Ancillary Document will be, been duly executed and delivered by the Company. Assuming Purchaser, and (assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes, and each of the Ancillary Documents will constitute, the thereto) constitutes a legal, valid and binding obligations obligation of the Company, Purchaser enforceable against the Company Purchaser in accordance with their respective its terms. At the Closing, subject in each case of the Ancillary Agreements to which the effect of any applicable bankruptcyPurchaser is a party shall be duly executed and delivered by the Purchaser, reorganizationand (assuming due authorization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). (iii) Neither the execution and delivery by the Company of this Agreement other parties thereto) shall constitute a legal, valid and each Ancillary Document, nor the consummation binding obligation of the transactions contemplated hereby or therebyPurchaser enforceable against the Purchaser in accordance with its terms. RBA is a corporation duly amalgamated, nor compliance validly existing and in good standing under the laws of Canada, and has all necessary corporate power and authority to enter into the Warrant and the Registration Rights Agreement. At the Closing, the Warrant and the Registration Rights Agreement shall be duly executed and delivered by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or RBA and shall constitute a default (or event whichlegal, valid and binding obligation of RBA, enforceable against RBA in accordance with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation 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 is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rightsterms. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

Incorporation and Authority. (i) The Company Each of the Sellers and Target Entities is an entity duly organized, validly existing and (where such concept is applicable) in good standing (or local equivalent) under the Laws of the State its jurisdiction of Delaware. The Company organization, formation or incorporation, as applicable, and has all requisite corporate or other applicable organizational power and authority to (i) enter intoconduct its business as currently conducted, consummate except for the transactions contemplated byentities set forth on Schedule 2.1, and carry out its obligations under this Agreement, the Certificate of Designation, and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder and the issuance of the Conversion Shares which are being liquidated in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and carry on its business applicable Laws. Except as presently conducted, and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect Effect, each Target Entity is duly qualified as a foreign corporation for the transaction of business and is (where such concept is applicable) in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as defined below). to require such qualification. Harsco has made available to CD&R Investor complete copies of the respective articles of incorporation or bylaws (iior similar organizational documents) of each of the Target Entities as in effect as of the date hereof. Each of the Sellers and Target Entities has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it will be a party, to carry out and perform its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution and delivery by the Company Harsco of this Agreement and each by the Sellers of the Ancillary DocumentAgreements to which they will be a party, and the consummation by the Company Sellers and the Target Entities of the transactions contemplated by this Agreement on their part hereby and the Ancillary Documents thereby, have been duly authorized by all requisite corporate or other similar organizational necessary company action on the part of the Company. Without limiting the foregoing, no stockholder approval is required in connection with the execution each Seller and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of Delawareeach Target Entity. This Agreement has beenbeen duly executed and delivered by Harsco, and each and, to the extent the Sellers are a party thereto, the Ancillary Document Agreements will at the Closing be, duly executed and delivered by the Company. Assuming Sellers, as applicable, and (assuming due authorization, execution and delivery by the other parties hereto, thereto) this Agreement constitutesconstitutes a legal, valid and binding obligation of Harsco, and each of when executed and delivered, to the extent the Sellers are a party thereto, the Ancillary Documents Agreements will constitute, the legal, valid and binding obligations of the CompanySellers, as applicable, enforceable against the Company Sellers, as applicable, in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcyexcept as enforceability may be limited by bankruptcy Laws, reorganization, insolvency, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity or at lawequity). (iii) Neither the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation 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 is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rights. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

Incorporation and Authority. (i) 1.1 The Company Subscriber has been duly incorporated or formed and is duly organized, validly existing and in good standing under the Laws laws of the State its place of Delaware. The Company incorporation or formation and has all requisite corporate or other applicable organizational full power to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, the Certificate of Designation, and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder and the issuance of the Conversion Shares in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and carry on its business as presently conducted, and it is carried on at the Company date of this Agreement. 1.2 The Subscriber is duly qualified neither insolvent nor unable to do business and is in good standing in all jurisdictions where pay its ownership or leasing debts under the insolvency laws of property or the conduct jurisdiction of its business requires incorporation nor has it stopped paying debts as they fall due. No order has been made, petition presented or resolution passed for the winding-up of the Subscriber. No administrator, receiver, manager or equivalent officer has been appointed by any person in respect of the Subscriber or all or any of its assets, no steps have been taken to be so qualified, except for initiate any failure under clause (ii) that would not, individually or in such appointment and no voluntary arrangement has been proposed relating to the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below)Subscriber. (ii) 1.3 The execution Subscriber has full power and delivery by the Company of authority to enter into and perform this Agreement and each Ancillary Documentother Transaction Document to which it is a party (together, and the consummation by the Company of the transactions contemplated by this Agreement and the Ancillary Documents have been duly authorized by all requisite corporate or other similar organizational action on the part of the Company. Without limiting the foregoing, no stockholder approval is required in connection with the execution and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof“Documents”), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of Delaware. This Agreement has been, and each Ancillary Document will be, duly executed and delivered by the Company. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes, and each of the Ancillary Documents will constitute, the legal, which is valid and legally binding and constitutes (when executed) valid and legally binding obligations of the Company, enforceable against the Company on it in accordance with their the Documents’ respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). (iii) Neither the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation 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 is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rights. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company Subscriber of the Documents will not constitute a breach of any laws or regulations in any relevant jurisdiction or result in a breach of or constitute a default or otherwise be prohibited under (i) any provision of its articles of association, charter, by-laws or equivalent constitutional documents; (ii) any order, judgment, decree or decision of any court or other Governmental Authority in any jurisdiction; or (iii) any agreement or instrument to which the Subscriber is a party or by which it is bound. 1.4 Save as expressly provided in this Agreement Agreement, neither the Subscriber nor NewCo is or will be required to give any notice to or make any filing with or obtain any permit, consent, waiver or other authorisation from any Governmental Authority or other person in connection with the execution, delivery and performance of the Documents or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or consummation of any of the transactions contemplated in the aggregate, be material to the Company and its subsidiaries, taken as a wholeDocuments.

Incorporation and Authority. (i) The Each of ITW, ITW Subsidiary, the Company and each Company Subsidiary is an entity duly organized, validly existing and (where such concept is applicable) in good standing (or local equivalent) under the Laws of the State its jurisdiction of Delaware. The Company organization, formation or incorporation, as applicable, and has all requisite corporate or other applicable organizational power and authority to conduct its business as currently conducted, except for the entities set forth on Schedule 2.1 (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, the Certificate of Designation, and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder and the issuance of the Conversion Shares which are being liquidated in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and carry on its business applicable Laws). Except as presently conducted, and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect Effect, the Company and each Company Subsidiary is duly qualified as a foreign corporation for the transaction of business and is (where such concept is applicable) in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as defined belowto require such qualification. ITW has made available to Investor complete copies of the respective articles of incorporation or bylaws (or similar organizational documents) of the Company, ITW Subsidiary and each Company Subsidiary as in effect as of the date hereof. None of the Company or any Company Subsidiary is in violation of any provision of such articles of incorporation or bylaws (or similar organizational documents). (ii) . Each of ITW, ITW Subsidiary and the Company has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it will be a party, to carry out and perform its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution and delivery by ITW, ITW Subsidiary and the Company of this Agreement and each by ITW, ITW Subsidiary and the Company of the Ancillary DocumentAgreements to which it will be a party, and the consummation by ITW, ITW Subsidiary and the Company of the transactions contemplated by this Agreement on its part hereby and the Ancillary Documents thereby, have been duly authorized by all requisite corporate or other similar organizational necessary company action on the part of ITW, ITW Subsidiary and the Company. Without limiting the foregoing, no stockholder approval is required in connection with the execution and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of Delaware. This Agreement has been, and each and, to the extent ITW, ITW Subsidiary or the Company is a party thereto, the Ancillary Document Agreements will at the Closing be, duly executed and delivered by ITW, ITW Subsidiary and/or the Company. Assuming , as applicable, and (assuming due authorization, execution and delivery by the other parties hereto, thereto) this Agreement constitutes, and each of when executed and delivered, to the extent ITW, ITW Subsidiary or the Company is a party thereto, the Ancillary Documents Agreements will constitute, the legal, valid and binding obligations of ITW, ITW Subsidiary and/or the Company, as applicable, enforceable against ITW, ITW Subsidiary and/or the Company Company, as applicable, in accordance with their respective terms, subject in each case to the effect of any applicable except as enforceability may be limited by bankruptcy, insolvency, reorganization, insolvency, moratorium or and other similar Laws now or hereafter in effect relating to or affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity or at lawequity). (iii) Neither the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation 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 is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rights. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

Incorporation and Authority. (ia) The Company Each of Scotts, the Non-SLS Subsidiaries conducting any SLS Business and the SLS Entities is an entity duly organized, validly existing and (where such concept is applicable) in good standing (or local equivalent) under the Laws of its jurisdiction of organization, formation or incorporation, as applicable, and has all requisite corporate power and authority to conduct its business as currently conducted. Except as would not constitute a SLS Material Adverse Effect, each of Scotts, the Non-SLS Subsidiaries conducting any SLS Business and the SLS Entities is (i) duly qualified or licensed as a foreign corporation for the transaction of business and (ii) (where such concept is applicable) in good standing under the Laws laws of each other jurisdiction in which the character of properties it owns or leases, or conducts any SLS Business, makes such qualification or license necessary. (b) Scotts has made available to TruGreen Holdings complete copies of the State respective articles of Delawareincorporation or bylaws (or similar organizational documents, as amended) of each of the SLS Entities as in effect as of the date hereof. The Company None of the SLS Entities is in violation of any provision of such articles of incorporation or bylaws (or similar organizational documents). (c) Each of Scotts, the Non-SLS Subsidiaries and the SLS Entities has all requisite necessary corporate or other applicable organizational power and authority to (i) enter intointo this Agreement and the Ancillary Agreements to which it will be a party, consummate the transactions contemplated by, and to carry out and perform its obligations under this Agreement, the Certificate of Designation, hereunder and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each Holder’s obligation thereunder and to consummate the transactions contemplated hereunder (on its part hereby and thereby. Scotts, the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder Non-SLS Subsidiaries and the issuance of SLS Entities have all necessary corporate power and authority to effect the Conversion Shares in accordance with Scotts Internal Reorganization. The Scotts Internal Reorganization, the Certificate of Designation, and (ii) own, lease and operate its properties and carry on its business as presently conducted, and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). (ii) The execution and delivery by the Company Scotts of this Agreement and each by Scotts, the Non-SLS Subsidiaries and SLS Entities of the Ancillary DocumentAgreements to which they will be a party, and the consummation by Scotts, the Company Non-SLS Subsidiaries and the SLS Entities of the transactions contemplated by this Agreement on their part hereby and the Ancillary Documents thereby, have been duly authorized by all requisite corporate or other similar organizational necessary company action on the part of each of Scotts, the Company. Without limiting Non-SLS Subsidiaries and the foregoing, no stockholder approval is required in connection with the execution and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of DelawareSLS Entities. This Agreement has been, and each Ancillary Document will be, been duly executed and delivered by Scotts, and, to the Company. Assuming extent Scotts or any Non-SLS Subsidiary is a party thereto, the Ancillary Agreements will at the Closing, be duly executed and delivered by Scotts or such Non-SLS Subsidiary, as applicable, and (assuming due authorization, execution and delivery by the other parties hereto, thereto) this Agreement constitutesconstitutes a legal, valid and binding obligation of Scotts, and each of when executed and delivered, to the extent Scotts or any Non-SLS Subsidiary, as applicable, is a party thereto, the Ancillary Documents Agreements will constitute, the legal, valid and binding obligations of the CompanyScotts or such Non-SLS Subsidiary, enforceable against the Company Scotts or such Non-SLS Subsidiary, as applicable, in accordance with their respective terms, subject in each case to the effect of any applicable except as enforceability may be limited by bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity or at lawequity). (iii) Neither the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation 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 is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rights. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

Incorporation and Authority. (ia) The Company Each of TruGreen Holdings and the TruGreen Entities is an entity duly organized, validly existing and (where such concept is applicable) in good standing (or local equivalent) under the Laws of its jurisdiction of organization, formation or incorporation, as applicable, and has all requisite corporate power and authority to conduct its business as currently conducted. Except as would not constitute a TruGreen Material Adverse Effect, each of the TruGreen Entities is (i) duly qualified or licensed as a foreign corporation for the transaction of business and (ii) (where such concept is applicable) in good standing under the Laws laws of each other jurisdiction in which the character of properties it owns or leases, or conducts any business makes such qualification or license necessary. (b) TruGreen Holdings has made available to Scotts complete copies of the State respective articles of Delawareincorporation or bylaws (or similar organizational documents, as amended) of each of TruGreen Holdings and the TruGreen Entities as in effect as of the date hereof. The Company None of TruGreen Holdings or the TruGreen Entities is in violation of any provision of such articles of incorporation or bylaws (or similar organizational documents). (c) Each of TruGreen Holdings and the TruGreen Entities has all requisite necessary corporate or other applicable organizational power and authority to (i) enter intointo this Agreement and the Ancillary Agreements to which it will be a party, consummate the transactions contemplated by, and to carry out and perform its obligations under this Agreement, the Certificate of Designation, hereunder and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each Holder’s obligation thereunder and to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder on its part hereby and thereby. TruGreen Holdings and the issuance of TruGreen Entities have all necessary corporate power and authority to effect the Conversion Shares in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and carry on its business as presently conducted, and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). (ii) Merger. The execution and delivery by the Company TruGreen Holdings of this Agreement and each the Merger Agreement, and by TruGreen Holdings and the TruGreen Entities of the Ancillary DocumentAgreements to which they will be a party, and the consummation by TruGreen Holdings and the Company TruGreen Entities of the transactions contemplated by this Agreement on their part hereby and the Ancillary Documents thereby, have been duly authorized by all requisite corporate or other similar organizational necessary company action on the part of TruGreen Holdings and the Company. Without limiting the foregoing, no stockholder approval is required in connection with the execution and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of DelawareTruGreen Entities. This Agreement has beenbeen duly executed and delivered by TruGreen Holdings, and each and, to the extent TruGreen Holdings or any TruGreen Entity is a party thereto, the Ancillary Document Agreements will at the Closing be, duly executed and delivered by the Company. Assuming TruGreen Holdings or such TruGreen Entity, as applicable, and (assuming due authorization, execution and delivery by the other parties hereto, thereto) this Agreement constitutesconstitutes a legal, valid and binding obligation of TruGreen Holdings, and each of when executed and delivered, to the extent TruGreen Holdings or any TruGreen Entity, as applicable, is a party thereto, the Ancillary Documents Agreements will constitute, the legal, valid and binding obligations of the CompanyTruGreen Holdings or such TruGreen Entity, enforceable against the Company TruGreen Holdings or such TruGreen Entity, as applicable, in accordance with their respective terms, subject in each case to the effect of any applicable except as enforceability may be limited by bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity or at lawequity). (iii) Neither the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation 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 is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rights. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

Incorporation and Authority. (i1) The Each of the Company and Renaissance Reinsurance Ltd., Renaissance Reinsurance U.S. Inc. and RenaissanceRe Finance Inc. (collectively, the “Subsidiaries”) has been duly incorporated and is duly organized, validly existing and as a corporation in good standing under the Laws laws of the State jurisdiction in which it is chartered or organized with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as presently conducted. True and complete copies of Delaware. the Company’s Memorandum of Association and Bye-Laws, as amended through the date hereof, are included in the SEC Reports. (2) The Company has all requisite corporate or other applicable organizational power to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, the Certificate of Designation, and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder and the issuance of the Conversion Shares in accordance with the Certificate of DesignationRegistration Rights Agreement. The execution, delivery and (ii) own, lease and operate its properties and carry on its business as presently conducted, and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). (ii) The execution and delivery performance by the Company of this Agreement and each Ancillary Document, the Registration Rights Agreement and the consummation by the Company of the transactions contemplated by this Agreement (including the issuance of the Shares) and the Ancillary Documents Registration Rights Agreement have been duly authorized by all requisite corporate or other similar organizational action on the part of the Company. Without limiting the foregoing, no stockholder approval is required in connection with the execution and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of Delaware. This Agreement has been, and each Ancillary Document will be, the Registration Rights Agreement have been duly executed and delivered by the Company. Assuming due authorization, execution and delivery by the other parties hereto, each of this Agreement and the Registration Rights Agreement constitutes, and each of the Ancillary Documents will constitute, the legal, valid and binding obligations obligation of the Company, enforceable against the Company it in accordance with their respective its terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). (iii3) Neither the execution and delivery by the Company of this Agreement and each Ancillary Documentor the Registration Rights Agreement, nor the consummation of the transactions contemplated hereby (including the issuance of the Shares) or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the CompanyCompany or any Subsidiary, (b) conflict with or violate any Law applicable to the Company or any of its subsidiaries or by which any of its their respective properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any notematerial indenture, bondcontract, lease, mortgage, indenture, deed of trust, licensenote agreement, lease, loan agreement or other contract, agreement, obligation, condition, covenant or instrument or obligation to which the Company or any of its subsidiaries Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of Effect or materially impair or delay the Company’s ability to perform or comply with its obligations under this Agreement and the issuance (directly Registration Rights Agreement or indirectly) of Preferred Shares and to consummate the Conversion Shares is not, and will not be, subject to, transactions contemplated hereby or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rightsthereby. (iv4) Except for Other than under the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delawareapplicable states, no notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, or filing or registration with, any Governmental Entity Entity, nor expiration or termination of any statutory waiting period, is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings Registration Rights Agreement or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to consummation by the Company and its subsidiaries, taken as a wholeof the transactions contemplated hereby or thereby.

Incorporation and Authority. (ia) The Company HGTY is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Company HGTY is duly qualified to do business, and is in good standing, in each jurisdiction in which the conduct of its business or the ownership or leasing of its properties makes such qualification necessary, except for failures to be so qualified or in good standing as would not have a material adverse effect on its ability to perform its obligations under the Transaction Agreements to which it is a party. HGTY has all requisite necessary corporate power and authority to conduct its business as it is currently being conducted. (b) Xxxxxxx is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. Xxxxxxx is duly qualified to do business, and is in good standing, in each jurisdiction in which the conduct of its business or other applicable organizational the ownership or leasing of its properties makes such qualification necessary, except for failures to be so qualified or in good standing as would not have a material adverse effect on its ability to perform its obligations under the Transaction Agreements to which it is a party. Xxxxxxx has all necessary limited liability company power and authority to conduct its business as it is currently being conducted. (ic) enter intoXxxxxxx Agency is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware and is duly qualified to do business, and is in good standing, in each jurisdiction in which the conduct of its business or the ownership or leasing of its properties makes such qualification necessary. Xxxxxxx Agency has all necessary limited liability company power and authority to conduct its business as it is currently being conducted. Xxxxxxx Agency is Controlled by Xxxxxxx. (d) Xxxxxxx Re is a Bermuda class 3A reinsurer duly formed, validly existing and in good standing under the Laws of Bermuda and is duly qualified to do business, and is in good standing, in each jurisdiction in which the conduct of its business or the ownership or leasing of its properties makes such qualification necessary. Xxxxxxx Re has all necessary corporate power and authority to conduct its business as it is currently being conducted. Xxxxxxx Re is Controlled by Xxxxxxx Insurance Holdings Inc., which is Controlled by Xxxxxxx. (e) Each of HGTY, Xxxxxxx, Xxxxxxx Agency and Xxxxxxx Re has all necessary limited liability company or corporate, as applicable, power and authority to execute and deliver, carry out and perform its obligations under, and consummate the transactions contemplated by, and carry out its obligations under this Agreement, the Certificate of Designation, and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder and the issuance of the Conversion Shares in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and carry on its business as presently conducted, and the Company Transaction Agreements to which it is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to will be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). (ii) party. The execution and delivery by HGTY, Xxxxxxx, Xxxxxxx Agency and Xxxxxxx Re of, the Company performance by HGTY, Xxxxxxx, Xxxxxxx Agency and Xxxxxxx Re of this Agreement and each Ancillary Documentits obligations under, and the consummation by the Company HGTY, Xxxxxxx, Xxxxxxx Agency and Xxxxxxx Re of the transactions contemplated by this Agreement and by, each of the Ancillary Documents Transaction Agreements to which HGTY, Xxxxxxx, Xxxxxxx Agency or Xxxxxxx Re is or will be a party have been duly authorized by all requisite corporate necessary limited liability company or other similar organizational corporate, as applicable, action on the part of HGTY, Xxxxxxx, Xxxxxxx Agency and Xxxxxxx Re. Each of the Company. Without limiting the foregoingTransaction Agreements to which HGTY, no stockholder approval Xxxxxxx, Xxxxxxx Agency or Xxxxxxx Re is required in connection with the or will be a party has been, or upon execution and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of Delaware. This Agreement has been, and each Ancillary Document thereof will be, duly executed and delivered by the CompanyHGTY, Xxxxxxx, Xxxxxxx Agency and Xxxxxxx Re. Assuming due authorization, execution and delivery by the each other parties heretoparty thereto, this Agreement constitutes, and each of the Ancillary Documents Transaction Agreements to which HGTY, Xxxxxxx, Xxxxxxx Agency or Xxxxxxx Re is or will be a party constitutes, or upon execution and delivery thereof will constitute, the legal, valid and binding obligations of the CompanyHGTY, Xxxxxxx, Xxxxxxx Agency and Xxxxxxx Re, enforceable against the Company them in accordance with their respective terms, subject in each case to the effect of except as such enforcement may be limited by any applicable bankruptcy, reorganization, insolvency, moratorium moratorium, rehabilitation, liquidation or similar Laws of general applicability now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law)generally. (iii) Neither the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation 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 is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rights. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.