Common use of Noncontravention Clause in Contracts

Noncontravention. To the knowledge of any director or officer of the Buyer, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter or bylaws of the Buyer or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. To Subject to compliance with the knowledge of any director or officer applicable requirements of the BuyerSecurities Act and any applicable state securities laws, the Exchange Act and the filing of the Articles of Merger as required by Nevada Law, neither the execution and the delivery of this Agreement, nor the consummation by the Company or the Merger Sub of the transactions contemplated herebyhereby or thereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter Articles of Incorporation or bylaws Bylaws of the Buyer Company or the Merger Sub; (b) require on the part of the Company or the Merger Sub any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than those (i) required solely by reason of the Company’s participation in the transactions contemplated hereby or (ii) to be made by the Target or (iii) any filing, permit, authorization, consent or approval which, if not made or obtained, would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which the Buyer Company or the Merger Sub is a party or by which it either is bound or to which any of its their assets is are subject, except where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or failure waiver that would not reasonably be expected to give notice have a Material Adverse Effect on the Company or the Merger Sub; (d) result in the imposition of any Security Interest upon any assets of the Company or the Merger Sub; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or the Merger Sub or any of their properties or assets, except for any violation that would not have a material adverse effect Material Adverse Effect on the ability of Company or the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementMerger Sub.

Noncontravention. To Except for the knowledge of any director or officer applicable requirements of the BuyerSecurities Act, neither the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), any applicable state and foreign securities laws, and the MGCL, or as set forth in Schedule 2.3 of the Company Letter, none of the execution and the delivery of this Agreement, nor Agreement or the Articles of Merger by the Company or the consummation of the transactions contemplated hereby, hereby or thereby will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter charter, by-laws or bylaws similar organizational documents of the Buyer Company or any of its Subsidiaries (iiassuming stockholder approval is received); (b) conflict require on the part of the Company or any of its Subsidiaries any filing with, or any permit, authorization, consent or approval of, any domestic (federal or state), foreign or supranational court, administrative agency or commission or other governmental or regulatory body, agency, authority or tribunal (each a “Governmental Entity”), except for such filings, permits, authorizations, consents or approvals that have been obtained or where the failure to make such filing or obtain such permit, authorization, consent or approval would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (c) violate, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify, terminate or cancel, or require any notice under notice, consent, approval waiver or exemption under, any agreement, contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Lien or other arrangement to which the Buyer Company or any of its Subsidiaries is a party or by which it the Company or any of its Subsidiaries is bound or to which any of its their respective assets is subjectsubject or any judgment, except where order, writ, injunction or decree (whether temporary, preliminary or permanent) of any Governmental Entity (each an “Order”), statute, rule, regulation, notice, law or ordinance of any Governmental Entity (each a “Law”) applicable to the violationCompany or any of its Subsidiaries or any of their respective properties or assets other than, conflictsuch conflicts, breachviolations, defaultbreaches, accelerationdefaults, terminationaccelerations, modificationterminations, cancellationcancellations, notices, consents or waivers as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect; or (d) result in the imposition of any Lien upon any material assets of the Company or any of its Subsidiaries, which Lien would materially detract from the value, or failure to give notice would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than in connection materially interfere with the provisions use, of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreementsuch assets.

Noncontravention. To Except for the knowledge of any director or officer applicable requirements of the BuyerSecurities Act and the Exchange Act, any applicable state and foreign securities laws, the HSR Act, the Communications Act and the regulations of the FCC, and state public utility, telecommunication or public service laws, neither the execution and the delivery of this Agreement, Agreement by each of the Buyer and the Merger Subsidiary nor the consummation of the transactions contemplated hereby, hereby will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter Buyer's or bylaws Merger Subsidiary's respective certificate of incorporation or by-laws, (b) require on the part of the Buyer and/or the Merger Subsidiary any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than where the failure to make or obtain such filings, permits, authorizations, consents or approvals would not in the aggregate have a Buyer Material Adverse Effect or materially adversely affect the ability of the Buyer to operate the business of the Buyer following the Effective Time, (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which the Buyer or any Buyer Subsidiary is a party or by which it the Buyer or any Buyer Subsidiary is bound or to which any of its their respective assets is subjectare subject or any judgment, except where order, writ, injunction, decree, statute, rule or regulation applicable to the violationBuyer or any Buyer Subsidiary or any of their respective properties or assets, conflictother than such conflicts, breachviolations, defaultbreaches, accelerationdefaults, terminationaccelerations, modificationterminations, cancellationmodifications, cancellations or notices, consents or waivers as would not in the aggregate have a Buyer Material Adverse Effect, or failure to give notice would not have a material adverse effect on (d) result in the ability imposition of any Security Interest upon any assets of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of Buyer or any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementBuyer Subsidiary.

Noncontravention. To the knowledge of any director or officer Except as set forth on Section 2.4 of the BuyerDisclosure Schedule, neither subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation Law and obtaining the Requisite Stockholder Approval, none of the execution and delivery by the delivery Company of this Agreement, nor the performance by the Company of any of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter certificate of incorporation or bylaws by-laws of the Buyer Company or the charter, by-laws or other organizational document of any Subsidiary, (iib) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except where the failure to do so has not, since the execution and delivery of this Agreement, had and would not reasonably be expected to result in a Company Material Adverse Effect, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations or loss of any right or benefit under, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which the Buyer Company or any Subsidiary is a party or by which it the Company or any Subsidiary is bound or to which any of its their respective assets is subject, except where other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the violationaggregate, conflicthave not, breachsince the execution and delivery of this Agreement, default, acceleration, termination, modification, cancellation, or failure to give notice had and would not have reasonably be expected to be, material to the Company and its Subsidiaries, taken as a material adverse effect on whole, (d) result in the ability imposition of any Security Interest upon any assets of the Parties Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to consummate the transactions contemplated by Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement. To the knowledge of any director or officer of the Corporation, had and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have reasonably be expected to result in a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementCompany Material Adverse Effect.

Noncontravention. To the knowledge of any director or officer Except as disclosed on Section 3.04 of the BuyerSellers’ Disclosure Schedules, neither none of the execution and the authorization, execution, delivery or performance by any Company Related Entity of this AgreementAgreement (without giving effect to Section 6.08 or the last sentence of Section 6.09) or any Ancillary Agreement to which it is a party, nor the consummation of the transactions contemplated herebyContemplated Transactions, will will: (ia) violate any constitutionassuming the taking of each action by (including the obtaining of each necessary authorization, statute, regulation, rule, injunction, judgment, order, decree, ruling, chargeconsent or approval), or other restriction in respect of, and the making of any governmentall necessary filings with, governmental agencyGovernmental Authorities, in each case, as disclosed on Section 3.03 or court to which the Buyer is subject or any provision 4.03 of the charter Sellers’ Disclosure Schedules, conflict with or bylaws of the Buyer or (ii) conflict with, result in a breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, any Legal Requirement applicable to any Company Related Entity, the Business or any Assets of any Company Related Entity; or (b) conflict with or result in the acceleration a breach or violation of, create in any party the right to accelerateor constitute a default (or an event which, terminatewith notice or lapse of time or both, modifywould constitute a default) under, or cancelresult in termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any action by (including any authorization, consent or approval) or notice under to any agreementPerson, contractor require any offer to purchase or prepayment of any Debt or Liability under, lease, license, instrument or other arrangement to which result in the Buyer is a party creation of any Encumbrance upon or by which it is bound or to which forfeiture of any of its the rights, interests, duties, properties or assets is subjectof any Company Related Entity under, any of the terms, conditions or provisions of (i) any Permit applicable to or otherwise affecting any Company Related Entity, except where the violation, such conflict, breach, violation, default, acceleration, termination, modificationacceleration or other event has not had, cancellationand would not reasonably be expected to have, a Company Material Adverse Effect, (ii) any Contractual Obligation of any Company Related Entity except where such conflict, breach, violation, default, termination, acceleration or other event has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, or failure to give notice would not have a material adverse effect on (iii) the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge Organizational Documents of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementCompany Related Entity.

Noncontravention. To the knowledge of any director or officer of the Buyer, neither (a) Neither the execution and the delivery of this Agreement, Agreement nor the consummation of the Merger and the other transactions contemplated herebyhereby will, will with or without the giving of notice or the lapse of time or both, (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter memorandum and articles of association (or bylaws equivalent organizational and governing documents) of the Buyer Company or any of its Subsidiaries, (ii) conflict withassuming compliance with the filing and notice requirements set forth in clauses (i) through (v) of Section 3.4(b), violate any Law applicable to the Company or any of its Subsidiaries or (iii) except as set forth in Section 3.4(a) of the Disclosure Schedule, result in a breach of, constitute a default under, give rise to any right of modification of any obligations or the loss of any benefit under, result in the acceleration oftermination of or a right of termination or cancellation under, create in any party accelerate the right to accelerate, terminate, modifyperformance required by, or cancel, or require otherwise violate any notice under any agreement, contract, lease, license, instrument or other arrangement Contract to which the Buyer Company or any of its Subsidiaries is a party or by which it is bound (iv) result in the creation of any Lien (other than Permitted Liens) on any properties, rights or to which assets of the Company or any of its assets is subjectSubsidiaries, except, in the case of the immediately preceding clauses (ii), (iii) and (iv), to the extent that any such violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The execution and delivery by the Company of this Agreement does not, and the performance hereof by the Company will not, require any Order, Permit of, or filing with or notification to, any Governmental Entity, except where for (i) such filings under state securities Laws or blue sky Laws, the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice would not have a material adverse effect on Securities Act and the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than Exchange Act as may be required in connection with this Agreement, the provisions Merger and the other transactions contemplated hereby (including the filing of the [Oklahoma General Corporation Act Schedule 13E-3 and a proxy statement relating to the Colorado Business Corporation Act]Company Shareholders Meeting (along with any amendments and supplements thereto, the Securities Exchange “Proxy Statement”)), (ii) such filings as may be required under the rules and regulations of the Nasdaq Global Select Market (the “Nasdaq”), including any applications for delisting of the Common Stock with the Nasdaq, (iii) such filings as may be required under the HSR Act, (iv) such other filings as may be required under the Securities ActOther Antitrust Laws, (v) the filing and recordation of appropriate merger or other documents as required by the state securities lawsCayman Companies Law, (vi) the Corporation does filings set forth in Section 3.4(b) of the Disclosure Schedule and (vii) such other Orders, Permits, filings and notifications which if not need to give any notice to, make any filing with, obtained or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval made would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

Noncontravention. To the knowledge of any director or officer of the Buyer, neither (a) Neither the execution and the delivery of this Agreement, Agreement or any other Ancillary Agreement to which the Company is a party nor the consummation of the Merger and the other transactions contemplated herebyhereby or thereby will, will with or without the giving of notice or the lapse of time or both, (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter certificate of incorporation or bylaws (or equivalent organizational and governing documents) of the Buyer Company or any Subsidiary thereof, (ii) conflict withassuming compliance with the filing and notice requirements set forth in clauses (i) through (viii) of Section 3.4(b), violate any Law applicable to the Company or any of its Subsidiaries or (iii) except as set forth in Section 3.4(a) of the Disclosure Schedule, result in a breach of, constitute a default under, give rise to any right of modification of any obligations or the loss of any benefit under, result in the acceleration oftermination of or a right of termination or cancellation under, create in any party accelerate the right to accelerate, terminate, modifyperformance required by, or cancel, or require otherwise violate any notice under any agreement, contract, lease, license, instrument or other arrangement Material Contract to which the Buyer Company or any of its Subsidiaries is a party or by (iv) result in the creation of any Lien (other than Permitted Liens) on any properties, rights or assets of the Company or any of its Subsidiaries, except, in the case of the immediately preceding clauses (ii), (iii) and (iv), to the extent that any such violation would not reasonably be expected to (A) have, individually or in the aggregate, a Material Adverse Effect or (B) prevent or materially delay the Company from performing its obligations under this Agreement or the Ancillary Agreements to which it is bound a party in any material respect. (b) The execution and delivery by the Company of this Agreement and each Ancillary Agreement to which it is a party does not, and the performance thereof by the Company will not, require any Order, Permit of, or filing with or notification to, any Governmental Entity, except for (i) such filings under state securities Laws or blue sky Laws, the Securities Act and the Exchange Act as may be required in connection with this Agreement and the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (including the definitive information statement mailed to the stockholders of the Company and filed with the SEC (along with any amendments and supplements thereto, the “Information Statement”)), (ii) such filings as may be required under the rules and regulations of the New York Stock Exchange (the “NYSE”), including any applications for delisting of the Common Stock with the NYSE, (iii) such filings as may be required under the HSR Act, (iv) such filing with the European Commission of a merger notification in accordance with Council Regulation (EC) 139/2004, the E.C. Merger Regulation (the “ECMR”), (v) the applicable requirements of the competent authority of any member state of the European Union to which any of its assets is subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement is referred pursuant to Article 9 of the ECMR, except where (vi) such other filings as may be required under the failure Other Antitrust Laws, (vii) the filing and recordation of appropriate merger or other documents as required by the DGCL and by relevant authorities of other jurisdictions in which the Company is qualified to give noticedo business (including the Certificate of Merger), to file(viii) the filings set forth in Section 3.4(b) of the Disclosure Schedule and (ix) such other Orders, Permits, filings and notifications which if not obtained or to obtain any authorization, consent, or approval made would not have reasonably be expected to (A) have, individually or in the aggregate, a Material Adverse Effect or (B) prevent or materially delay the Company from performing its obligations under this Agreement in any material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreementrespect.

Noncontravention. To Subject to compliance with: (a) the knowledge of any director or officer applicable requirements of the Buyer, ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act; (b) applicable Environmental Laws; and (c) applicable foreign antitrust or trade regulation laws; neither the execution and the delivery of this AgreementAgreement by Buyer, nor the consummation by Buyer of the transactions contemplated hereby, will will: (i) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter or bylaws of the Buyer or Buyer; (ii) require on the part of Buyer any filing with, or permit, authorization, consent or approval of, any Governmental Entity, except for any filing, permit, authorization, consent or approval which if not obtained or made would not reasonably be expected to prevent, or materially impair or delay, the ability of Buyer to consummate the transactions contemplated by this Agreement (a “Buyer Material Adverse Effect”); (iii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of Indebtedness or other arrangement Security Interest to which the Buyer is a party or by which it Buyer is bound or to which any of its assets is are subject, except where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or failure to give notice waiver which would not have reasonably be expected to result in a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of Buyer Material Adverse Effect; or (iv) violate any director order, writ, injunction or officer of the Corporationdecree specifically naming, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act]or statute, the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice rule or regulation applicable to, make Buyer or any filing with, of its respective properties or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement assets, except where the failure to give notice, to file, or to obtain for any authorization, consent, or approval violation that would not have reasonably be expected to result in a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementBuyer Material Adverse Effect.

Noncontravention. To Subject to the knowledge of any director or officer filing of the BuyerArticles of Merger as required by the N.R.S., neither the execution and delivery by the delivery Company of this Agreement, nor the consummation by the Company of the transactions contemplated hereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter articles of incorporation or bylaws of the Buyer Company, as amended to date, bylaws or other organizational document of any Subsidiary (iias defined below), (b) require on the part of the Company or any Subsidiary any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a “Governmental Entity”), except for such permits, authorizations, consents and approvals for which the Company is obligated to use its Reasonable Best Efforts to obtain pursuant to Section 4.2(a), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party Party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which the Buyer Company or any Subsidiary is a party or by which it the Company or any Subsidiary is bound or to which any of its their assets is subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modificationmodification or cancellation in any contract or instrument set forth in Section 2.4 of the Disclosure Schedule, cancellationfor which the Company is obligated to use its Reasonable Best Efforts to obtain waiver, consent or failure approval pursuant to give notice Section 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modification or cancellation which, individually or in the aggregate, would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the ability consummation of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of hereby or (iii) any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to fileconsent or waiver the absence of which, individually or to obtain any authorizationin the aggregate, consent, or approval would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the ability consummation of the Parties to consummate the transactions contemplated by hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets. For purposes of this Agreement: “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business (as defined below) of the Company and not material to the Company; and “Ordinary Course of Business” means the ordinary course of the Company’s business, consistent with past custom and practice (including with respect to frequency and amount).

Noncontravention. To Except as set forth on Schedule 4.4 attached hereto, the knowledge of any director or officer of the Buyerexecution, neither the execution delivery and the delivery performance of this Agreement, nor Agreement by the Company and the consummation of the transactions contemplated hereby, will not (i) violate or conflict with any constitutionprovision of any law applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets is bound, statute(ii) require the consent, regulationwaiver, ruleapproval, injunctionlicense or authorization of, judgment, order, decree, ruling, chargenotification of, or any filing by the Company with any governmental authority or any other restriction person or entity (other than the filing of a pre-merger notification report under the HSR Act (as hereinafter defined), the filing with and clearance by the Securities Exchange Commission (the "SEC") of the Proxy Statement (as hereinafter defined) and the approval of the Company's stockholders in the manner set forth in Section 6.3), (iii) conflict with or result in any government, governmental agency, or court to which the Buyer is subject or breach of any provision of the charter or bylaws Organizational Documents of the Buyer Company or the respective organizational documents of the Subsidiaries, or (iiiv) violate, conflict with, result in a breach ofof or the acceleration of any obligation under, or constitute a default (or an event which with notice or the lapse of time or both would become a default) under, or give to others any right of termination, payment, amendment, acceleration or cancellation of, or result in the acceleration ofcreation of a lien or other encumbrance on any property or asset of the Company or any Subsidiary pursuant to any provision of any indenture, create in any party the right to acceleratemortgage, terminatelien, modifylease, or cancel, or require any notice under any agreement, contract, leaseinstrument, licenseorder, instrument judgment, ordinance, regulation or other arrangement decree to which the Buyer Company or any Subsidiary is a party subject or by which it is bound the Company or to which any Subsidiary or any of its their property or assets is subjectbound, except with respect to clauses (i), (ii) and (iv) where the violationsuch violations, conflictconflicts, breachbreaches, default, acceleration, termination, modification, cancellationdefaults, or failure to give notice would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give such notice, to filemake such filing, or obtain such authorizations, consents or approvals, would not, individually or in the aggregate, have or reasonably be expected to obtain any authorization, consent, or approval would not have a material adverse effect Material Adverse Effect (as hereinafter defined) on the ability of the Parties to consummate the transactions contemplated by Company. As used in this Agreement., the term "

Noncontravention. To Except for the knowledge of any director or officer of the BuyerHSR Clearance and as set forth on Schedule 3.03, neither the execution and the execution, delivery or performance by each Company of this AgreementAgreement and each of the Ancillary Agreements to which it is or will be a party, as applicable, nor the consummation of the transactions contemplated herebyhereby or thereby, will (i) violate or conflict with any constitutionprovision of any Company’s Organizational Documents, statute(ii) assuming compliance by the Sellers with Section 4.02 (Noncontravention) and by Buyer with Section 5.03 (Noncontravention), regulationviolate or conflict with any provision of any Law, rule, injunction, judgment, order, decree, ruling, charge, order or other restriction of any government, governmental agency, or court Governmental Authority to which the Buyer any Company is subject or any provision of the charter or bylaws of the Buyer or (iiiii) violate, conflict with, result in a breach of, constitute a default under(or an event that, with due notice or lapse of time or both, would become a default) under or result in the acceleration of, or create in any party thereto the right to accelerate, terminate, modify, terminate or cancel, or require any consent or notice under, or result in the creation or imposition of any Lien (other than a Permitted Lien) on any property, asset or right of any Company under any agreementMaterial Contract, contractexcept, leasein the case of clauses (ii) and (iii), license, instrument or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subject, except where the violation, conflict, breach, defaultdefault or acceleration would not, accelerationindividually or in the aggregate, termination, modification, cancellation, or failure to give notice adversely affect any Company in any material respect and would not have a material adverse effect on materially impair or materially delay the ability of the Parties any Company to consummate the transactions contemplated by hereby or otherwise perform its obligations under this Agreement or any Ancillary Agreement, as applicable. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act]Except for HSR Clearance, the Securities Exchange Act, execution and delivery of this Agreement by the Securities Act, and the state securities laws, the Corporation Companies does not need to give require any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government Governmental Authority, except for consents or governmental agency approvals the failure of which to obtain would not adversely affect any Company in order for any material respect and would not materially impair or materially delay the Parties ability of any Company to consummate the transactions contemplated by hereby or otherwise perform its obligations under this Agreement or any Ancillary Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreementas applicable.

Noncontravention. To Subject to receipt of ProGames Stockholder Approval, compliance with the knowledge of any director or officer applicable requirements of the BuyerSecurities Act and any applicable state securities laws and the filing of the Certificate of Merger as required by the State of Delaware, neither the execution and the delivery of this AgreementAgreement by ProGames, nor the consummation by ProGames of the transactions contemplated hereby, will will: (a) conflict with or violate any provision of ProGames Charter or the Bylaws; (b) require on the part of ProGames any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) violate any constitutionthose required solely by reason of Winning Edge’s or the Merger Sub’s participation in the transactions contemplated hereby, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter or bylaws of the Buyer or (ii) those required to be made by Winning Edge or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on ProGames; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument or other arrangement to which contract listed in Section of the Buyer is a party or by which it is bound or to which any of its assets is subjectProGames Disclosure Letter, except where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or failure waiver that would not reasonably be expected to give notice have a Material Adverse Effect on ProGames; (d) result in the imposition of any Security Interest upon any assets of ProGames; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to ProGames, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a material adverse effect Material Adverse Effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementProGames.

Noncontravention. To Subject to compliance with the knowledge of any director or officer applicable requirements of the BuyerSecurities Act and any applicable state securities laws, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the filing of the Certificate of Merger as required by the DGCL, neither the execution and delivery by the delivery Buyer or the Transitory Subsidiary of this Agreement or (in the case of the Buyer) the Escrow Agreement, nor the consummation by the Buyer or the Transitory Subsidiary of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter Certificate of Incorporation or bylaws Bylaws of the Buyer or the Certificate of Incorporation of the Transitory Subsidiary, (iib) require on the part of the Buyer or the Transitory Subsidiary any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than any premerger notification filing required pursuant to the HSR Act, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which the Buyer or the Transitory Subsidiary is a party or by which it either is bound or to which any of its their assets is are subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modification, cancellation, modification or failure to give notice cancellation which would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of Buyer Material Adverse Effect or (ii) any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, consent or to obtain any authorization, consent, or approval waiver the absence of which would not have a material adverse effect on Buyer Material Adverse Effect, or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the ability Buyer or the Transitory Subsidiary or any of the Parties to consummate the transactions contemplated by this Agreementtheir properties or assets.

Noncontravention. To the knowledge of any director or officer of the Buyer, neither the The execution and the delivery of this AgreementAgreement or the Ancillary Agreements by the Seller Group, nor the fulfillment of and the compliance with the respective terms and provisions of each, and the consummation by the Seller Group of the transactions contemplated herebyhereby or thereby, do not and will not: (ia) Conflict with, result in a breach of or constitute a default or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter or bylaws of the Buyer Seller or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modifySeller Subsidiary, or cancelany contract, or require any notice under any agreement, contract, lease, license, instrument commitment or other arrangement understanding to which the Buyer Seller or any Seller Subsidiary is a party or by which it Seller or any Seller Subsidiary is bound or to which any of its assets the Acquired Assets or the Business (or any part thereof) is subject, except where or result in the violation, conflict, breach, default, acceleration, termination, modification, cancellation, acceleration of any indebtedness related to the Acquired Assets or failure to give notice would not have a material adverse effect the Business; (b) Require on the ability part of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of Seller or any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make Seller Subsidiary any filing with, or obtain any permit, authorization, consent, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each, a “Governmental Entity”), except for any filing, permit, authorization, consent or approval which if not obtained or made would not reasonably be expected to have an Acquired Assets Material Adverse Effect; (c) Result in the imposition of any government Security Interest upon the Acquired Assets; or (d) Violate any order, writ, injunction, decree, statute, rule or governmental agency in order for the Parties regulation applicable to consummate the transactions contemplated by this Agreement Seller or any Seller Subsidiary or any of their respective properties or assets, except where the failure to give notice, to file, or to obtain for any authorization, consent, or approval violation that would not reasonably be expected to have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreementan Acquired Assets Material Adverse Effect.

Noncontravention. To Subject to the knowledge receipt of any director or officer Stockholder Approval, the timely mailing of the Buyernotice of dissenters’ rights to the Company’s stockholders, if any, and the filing of the Certificates of Merger as required by the DGCL and MBCA, neither the execution and the delivery by a Company of this Agreement, nor the consummation by a Company of the transactions contemplated hereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter certificate of incorporation or bylaws of such Company, as amended to date, (b) require on the Buyer part of such Company any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (iia “Governmental Entity”), except for such permits, authorizations, consents and approvals for which such Company is obligated to use its Reasonable Best Efforts to obtain pursuant to Section 4.2(a), (c) except as required by Schedule 2.4, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party Party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which the Buyer such Company is a party or by which it such Company is bound or to which any of its their assets is subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modificationmodification or cancellation in any contract or instrument set forth in Schedule 2.13 of the Disclosure Schedule, cancellationfor which such Company is obligated to use its Reasonable Best Efforts to obtain waiver, consent or failure approval pursuant to give notice Section 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modification or cancellation which would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the ability consummation of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of hereby or (iii) any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, consent or to obtain any authorization, consent, or approval waiver the absence of which would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the ability consummation of the Parties to consummate the transactions contemplated by hereby, (d) except as disclosed on Schedule 2.4, result in the imposition of any Security Interest (as defined below) upon any assets of such Company or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Company or any of its properties or assets. For purposes of this Agreement: “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business (as defined below) of any Company and not material to such Company; and “Ordinary Course of Business” means the ordinary course of any Company’s business, consistent with past custom and practice (including with respect to frequency and amount).

Noncontravention. To the knowledge of any director or officer None of the Buyerauthorization, neither execution, or delivery by the execution and Selling Shareholders or Seller of, or performance by the delivery Selling Shareholders or Seller of their respective covenants or agreements in, this AgreementAgreement or any Ancillary Agreement to which each such Person is (or with respect to Ancillary Agreements to be entered into at the Closing, will be) a party, nor the consummation by the Selling Shareholders or Seller of the transactions Contemplated Transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, in this Agreement or other restriction of any government, governmental agency, or court the Ancillary Agreements to which such Selling Shareholder or Seller is a party, will: (a) contravene, violate or conflict with any Laws applicable to the Buyer is subject Selling Shareholders or Seller or any provision of their respective properties or assets; (b) except as set forth on Section 3.4(b) of the charter or bylaws of the Buyer or (ii) Disclosure Schedule, conflict with, result in a breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the acceleration termination or modification of, create in or accelerate the performance required by, any party of the right to accelerateterms, terminate, modify, conditions or cancel, or require provisions of (i) any notice under any agreement, contract, lease, license, instrument or other arrangement Contract to which the Buyer any Selling Shareholder or Seller is a party or by which it any of the property or assets of Seller is bound or to which affected; or (ii) the Organizational Documents of any of its assets is subjectSelling Shareholder, as applicable, or Seller, except where in the violationcases of clause (i) for such violations, conflict, breach, default, acceleration, breach or default termination, modification, cancellation, acceleration or failure to give notice modification would not have a material adverse effect on reasonably be expected to impair or materially delay, individually or in the aggregate, the ability of any of the Parties Selling Shareholders or Seller to perform their respective obligations under this Agreement or the Ancillary Agreements or to consummate the transactions contemplated by this Agreement. To hereby or thereby, as applicable; or (c) except as set forth on Section 3.4(c) of the knowledge Disclosure Schedule, result in the creation of any director or officer Encumbrance (other than Permitted Encumbrances) on any Assets of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, Company or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementCompany Interests.

Noncontravention. To the knowledge None of any director or officer of the Buyer, neither the execution and the delivery of this AgreementAgreement by the Company, nor the or consummation of the transactions contemplated hereby, after giving effect to the Reorganization Plan, (a) will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter charter, by-laws or bylaws similar organizational documents of the Buyer Company, except to the extent duly authorized by the Bankruptcy Court pursuant to the Reorganization Plan or the Confirmation Order; (b) except for the applicable requirements (except to the extent such requirements are rendered inapplicable by operation of the Bankruptcy Code) of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any applicable state and foreign securities laws, various Environmental Laws and the HSR Act and other than approval by the Bankruptcy Court of the Reorganization Plan, will require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity for the operation of, following the Closing Date, the business of the Company as currently conducted, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not individually or in the aggregate have a Company Material Adverse Effect; or (iic) conflict withviolate, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Lien or other arrangement material arrangement, to which the Buyer Company is a party or by which it the Company is bound or to which any of its material assets is subjectsubject or any judgment, except where order, writ, injunction, decree, statute, rule or regulation applicable to the violationCompany or any of its properties or assets, conflictother than such conflicts, breachviolations, defaultbreaches, accelerationdefaults, terminationaccelerations, modificationterminations, cancellationmodifications, cancellations or failure to give notice notices, consents or waivers as would not individually or in the aggregate have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementCompany Material Adverse Effect.

Noncontravention. To Except for the knowledge of any director or officer applicable requirements of the BuyerSecurities Exchange Act of 1934, neither as amended (the "Exchange Act"), any applicable state and foreign securities laws, and if applicable, the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the Bankruptcy Code, the Confirmation Order and the Amended Plan, none of the execution and the delivery of this AgreementAgreement by the Debtor, nor and the execution and filingwith the Bankruptcy Court of the Amended Plan by the Debtor or the consummation of the transactions thetransactions contemplated hereby, hereby or thereby will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter respective charters or bylaws by-laws of the Buyer Debtor and its Subsidiaries; (b) except as disclosed in Section 2.14(d) of the Debtor Disclosure Schedule, require on the part of the Debtor or any of its Subsidiaries any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (iia "Governmental Entity"), other than where the failure to make or obtain such filings, permits, authorizations, consents or approvals could not reasonably be expected to have, individually or in the aggregate, a Debtor Material Adverse Effect or materially adversely affect the ability of the Surviving Corporation to operate the business of the Debtor or any of its Subsidiaries following the Effective Time; (c) except for the Required Waivers and Consents (as defined in Section 5.2(d)) and except as set forth in Section 2.13(b) of the Debtor Disclosure Schedule, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, post-petition contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below in this Section 2.3) or other arrangement to which the Buyer Debtor or any of its Subsidiaries is a party or by which it the Debtor or any of its Subsidiaries is bound or to which any of its their respective assets is subjectsubject or any judgment, except where order, writ, injunction, decree, statute, rule or regulation applicable to the violationDebtor or any of its Subsidiaries or any of their respective properties or assets, conflictother than such conflicts, breachviolations, defaultbreaches, accelerationdefaults, terminationaccelerations,terminations, modificationmodifications, cancellationcancellations or notices, consents or failure waivers that could not reasonably be expected to give notice would not have have, individually or in the aggregate, a material adverse effect on Debtor Material Adverse Effect; or (d) result in the ability imposition of any Security Interest upon any assets of the Parties to consummate the transactions contemplated by Debtor or any of its Subsidiaries. For purposes of this Agreement. To , the knowledge term "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of any director or officer of the Corporationlaw), and other than liens arising in connection the ordinary course of business consistent with the provisions Debtor and its Subsidiaries'past custom and practice, including with respect to frequency and amount (the "Ordinary Course of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement.Business"). -6- 2.4

Noncontravention. To the knowledge of any director or officer Subject to receipt of the BuyerRequisite Stockholders Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Certificate of Merger as required by the State of Delaware, neither the execution and the delivery of this AgreementAgreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter Company Charter or bylaws the Bylaws; (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Buyer's or the Merger Sub's participation in the transactions contemplated hereby, (ii) those required to be made by the Buyer or the Merger Sub and (iiiii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument or other arrangement to which contract listed in Section 3.4 of the Buyer is a party or by which it is bound or to which any of its assets is subjectCompany Disclosure Schedule, except where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or failure waiver that would not reasonably be expected to give notice have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a material adverse effect Material Adverse Effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementCompany.

Noncontravention. To the knowledge of any director or officer of the Buyer, neither Neither the execution and the delivery by Purchaser and Merger Sub of this Agreement, nor the consummation by Purchaser or Merger Sub of any of the transactions contemplated hereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter certificate of incorporation or bylaws of Purchaser or the Buyer certificate of incorporation or bylaws of Merger Sub; (b) require on the part of Purchaser or Merger Sub any registration, declaration or filing with, or any permit, order, authorization, consent or approval of, any Governmental Authority, except for (i) compliance with the applicable requirements of HSR and applicable foreign antitrust or trade regulation laws, (ii) conflict withto the extent applicable, result the filing by Purchaser of such reports and information with the SEC under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder, as may be required in a breach ofconnection with this Agreement, constitute a default underthe Merger and the other transactions contemplated by this Agreement, result in the acceleration ofand (iii) any registration, create in any party the right to acceleratedeclaration, terminatefiling, modifypermit, order, authorization, consent or cancel, approval which if not made or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice obtained would not reasonably be expected to have a material adverse effect on the Purchaser’s or Merger Sub’s ability of the Parties to consummate the Merger or any of the other transactions contemplated by this Agreement. To the knowledge hereby (a “Purchaser Material Adverse Effect”); (c) violate any order, writ, injunction or decree applicable to Purchaser or Merger Sub or any of any director their respective properties or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement assets, except where the failure to give notice, to file, or to obtain for any authorization, consent, or approval violation that would not reasonably be expected to have a material adverse effect on the ability Purchaser Material Adverse Effect; or (d) violate any statute, rule or regulation applicable to Purchaser or Merger Sub or any of the Parties their respective properties or assets, except for any violation that would not reasonably be expected to consummate the transactions contemplated by this Agreement.result in a Purchaser Material Adverse Effect; or

Noncontravention. To Subject to compliance with the knowledge of any director or officer applicable ---------------- requirements of the BuyerSecurities Act and any applicable state securities laws, the Exchange Act, the HSR Act and the Nasdaq National Market and the filing of the Merger Filings as required by the California Law, neither the execution and the delivery by CMGI, Engage or Transitory Subsidiary of this Agreement or (in the case of CMGI and Engage) the Escrow Agreement, nor the consummation by CMGI, Engage or Transitory Subsidiary of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter or bylaws By- laws of CMGI, Engage or Transitory Subsidiary, (b) require on the Buyer part of CMGI, Engage or Transitory Subsidiary any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which the Buyer CMGI, Engage or Transitory Subsidiary is a party or by which it either is bound or to which any of its their assets is are subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modification, cancellation, modification or failure to give notice cancellation which would not have a material adverse effect on adversely affect the ability consummation of the Parties to consummate the transactions contemplated by this Agreement. To hereby or (ii) any notice, consent or waiver the knowledge absence of any director or officer which would not adversely affect the consummation of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement hereby, or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to CMGI, Engage or Transitory Subsidiary or any of their properties or assets, except where the failure to give notice, to file, or to obtain for any authorization, consent, or approval violation which would not have a material adverse effect on adversely affect the ability consummation of the Parties to consummate the transactions contemplated by this Agreement.herein

Noncontravention. To the knowledge of any director or officer of the Buyer, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter or bylaws of the Buyer any of Parent and its Subsidiaries or (ii), assuming compliance with the matters referred to in the next sentence of this Section 4.3, (A) violate any Laws or Governmental Order to which any of Parent and its Subsidiaries is subject or (B) with or without notice, lapse of time or both, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Buyer any of Parent and its Subsidiaries is a party or by which it is bound or to which any of its assets is subjectsubject (or result in the imposition of any Security Interest upon any of its assets), except where except, in the case of clause (ii), such violation, conflict, breach, default, accelerationacceleration or other change that would not, terminationindividually or in the aggregate, modification, cancellation, or failure reasonably be expected to give notice would not have a material adverse effect Material Adverse Effect on the ability Parent. Except (a) for any FCC Consent, State PUC Consent or consent or approval of any other Governmental Entity identified in Section 3.3 of the Parties to consummate Company Disclosure Letter or in Section 4.3 of the transactions contemplated Parent Disclosure Letter, in each case as required by this Agreement. To the knowledge applicable Laws, (b) as may be necessary as a result of any director facts or officer circumstances relating solely to Company, any of its Subsidiaries or any holder of Company Shares, (c) for the filing of the CorporationCertificate of Merger with the Delaware Secretary of State pursuant to the Delaware Law and of appropriate documents with relevant authorities of other states in which Company is qualified to do business to reflect such Certificate of Merger filing, (d) for filings by Parent under, and other than in connection compliance by Parent with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act]requirements under, the Securities Exchange ActAct and the applicable requirements of Nasdaq and (e) for any other third party approvals as are reflected in Section 4.3 of the Parent Disclosure Letter, the Securities Actexecution, delivery and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval performance by Parent and Merger Sub of any government or governmental agency in order for the Parties to consummate this Agreement and the transactions contemplated by this Agreement hereby do not require any consents, waivers, authorizations or approvals of, or filings with, any Governmental Entity or any other third Person, except where in any case for those that the failure to give notice, to file, make or to obtain any authorization, consent, or approval would not be reasonably expected to have a material adverse effect Material Adverse Effect on the ability of the Parties to consummate the transactions contemplated by this AgreementParent.

Noncontravention. To Subject to compliance with the knowledge of any director or officer applicable requirements of the BuyerSecurities Act and any applicable state securities laws, the Exchange Act and the filing of the Certificate of Merger as required by the DGCL, neither the execution and the delivery of this Agreement, nor the consummation by the Buyer or the Merger Sub of the transactions contemplated herebyhereby or thereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter Certificate of Incorporation or bylaws Bylaws of the Buyer or the Merger Sub; (b) require on the part of the Buyer or the Merger Sub any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than those (i) required solely by reason of the Company’s participation in the transactions contemplated hereby or (ii) to be made by the Company or (iii) any filing, permit, authorization, consent or approval which, if not made or obtained, would not have a Material Adverse Effect on the Buyer; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which the Buyer or the Merger Sub is a party or by which it either is bound or to which any of its their assets is are subject, except where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or failure waiver that would not reasonably be expected to give notice have a Material Adverse Effect on the Buyer or the Merger Sub; (d) result in the imposition of any Security Interest upon any assets of the Buyer or the Merger Sub; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Buyer or the Merger Sub or any of their properties or assets, except for any violation that would not have a material adverse effect Material Adverse Effect on the ability of Buyer or the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementMerger Sub.

Noncontravention. To the knowledge of any director or officer Except as disclosed in Section 3.04 of the BuyerSellers’ Disclosure Schedules, neither none of the execution and the authorization, execution, delivery or performance by any Acquired Company of this AgreementAgreement or any Ancillary Agreement to which it is, or will be at Closing, a party, nor the consummation of the transactions contemplated herebyContemplated Transactions, will will: (a) assuming the taking of each action by (including the obtaining of each necessary authorization, consent or approval), or in respect of, and the making of all necessary filings with, Governmental Authorities, in each case, as disclosed in Section 3.03 of the Sellers’ Disclosure Schedules, conflict with or result in a breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, any Legal Requirement applicable to an Acquired Company, the Business or any Assets of any Acquired Company; or (b) conflict with or result in a breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any action by (including any authorization, consent or approval) or notice to any Person, or require any offer to purchase or prepayment of any Debt or Liability under, or result in the creation of any Encumbrance upon or forfeiture of any of the rights, interests, duties, properties or assets of any Acquired Company under, any of the terms, conditions or provisions of (i) violate any constitutionPermit applicable to or otherwise affecting any Acquired Company, statutethe Business or any Assets of any Acquired Company, regulationexcept where such conflict, rulebreach, injunctionviolation, judgmentdefault, ordertermination, decree, ruling, charge, acceleration or other restriction of any governmentevent has not had and would not reasonably be expected to have, governmental agencya Material Adverse Effect, or court to which the Buyer is subject or any provision of the charter or bylaws of the Buyer or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, Contractual Obligation or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subjectIP Contract, except where the violation, such conflict, breach, violation, default, acceleration, termination, modificationacceleration or other event has not had and would not reasonably be expected to have, cancellationa Material Adverse Effect, or failure to give notice would not have a material adverse effect on (iii) the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge Organizational Documents of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementAcquired Company.

Noncontravention. To the knowledge of any director or officer Except as set forth in Section 2.4 of the BuyerDisclosure Schedule, and subject to the filing of the Delaware Certificate and Louisiana Certificate as required by the GCL and BCL, respectively, neither the execution and delivery by the delivery Company of this Agreement, nor the consummation by the Company of the transactions contemplated hereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter certificate of incorporation or bylaws of the Buyer Company, as amended to date, bylaws or other organizational document of any Subsidiary (iias defined below), (b) require on the part of the Company or any Subsidiary any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a 'Governmental Entity'), except for such permits, authorizations, consents and approvals for which the Company is obligated to use its Reasonable Best Efforts to obtain pursuant to Section 4.2(a), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party Party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which the Buyer Company or any Subsidiary is a party or by which it the Company or any Subsidiary is bound or to which any of its their assets is subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modificationmodification or cancellation in any contract or instrument set forth in Section 2.4 of the Disclosure Schedule, cancellationfor which the Company is obligated to use its Reasonable Best Efforts to obtain waiver, consent or failure approval pursuant to give notice Section 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modification or cancellation which, individually or in the aggregate, would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the ability consummation of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of hereby or (iii) any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to fileconsent or waiver the absence of which, individually or to obtain any authorizationin the aggregate, consent, or approval would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the ability consummation of the Parties to consummate the transactions contemplated by hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets. For purposes of this Agreement: 'Security Interest' means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business (as defined below) of the Company and not material to the Company; and 'Ordinary Course of Business' means the ordinary course of the Company’s business, consistent with past custom and practice (including with respect to frequency and amount).

Noncontravention. To the knowledge of any director or officer of the Buyer, neither Neither the execution and the delivery of this Agreement, the Transaction Documents nor the consummation of the transactions contemplated herebythereby (including the assignments referred to in Article I above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer PRTI is subject or subject, (ii) violate any provision of the charter articles of incorporation or bylaws of the Buyer PRTI or (iiiii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument instrument, or other arrangement to which the Buyer PRTI is a party or by which it is bound or to which any of its assets is subjectsubject (or result in the imposition of any security interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice notice, or security interest has been waived in writing or otherwise would not not, individually or in the aggregate, (x) adversely affect the legality, validity or enforceability of any of the Transaction Documents or the transactions contemplated thereby, (y) have or result in a material adverse effect on the Acquired Assets or (z) adversely impair PRTI's ability to perform fully on a timely basis its obligations under any Transaction Document (any of the Parties to consummate the transactions contemplated by this Agreement(x), (y) or (z) a Material Adverse Effect). To the knowledge Assuming satisfaction of any director or officer of the Corporationall relevant conditions in Article IV, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation PRTI does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement (including the assignments referred to in Article II above), except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

Noncontravention. To the knowledge of any director or officer Except as set forth in Section 3.2(c) of the BuyerDisclosure Schedule, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer Company is subject or any provision of the charter or bylaws of the Buyer Company, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument instrument, or other arrangement to which the Buyer Company is a party or by which it is bound or to which any of its assets is subjectsubject (or result in the imposition of any Lien upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice notice, or Lien would not have a material adverse effect on the business, condition (financial or otherwise), operations, results of operations, or future prospects of the Company or on the ability of the Parties to consummate the transactions contemplated by this AgreementAgreement (a "Material Adverse Effect"). To Except for such filings as may be required under the knowledge HSR Act; except for authorizations, consents, approvals, declarations, filings or registrations the failure of any director or officer which to obtain, would not, in the aggregate, impair the ability of the Corporation, Sellers or the Company to perform their obligations hereunder or have a Material Adverse Effect on the Company; and other than except as set forth in connection with the provisions Section 3.2(c) of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act]Disclosure Schedule, the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation Company does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on of, or make any declaration, filing or registration with, any government or governmental agency or regulatory authority in connection with the ability execution, delivery and performance of this Agreement and the Parties to consummate consummation of the transactions contemplated by this Agreement.hereby. EXECUTION COPY

Noncontravention. To Subject to compliance with the knowledge of any director or officer applicable requirements of the Buyer▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and the filing of the Articles of Merger as required by the DGCL, neither the execution and delivery by the delivery Buyer or the Transitory Subsidiary of this Agreement, nor the consummation by the Buyer or the Transitory Subsidiary of the transactions contemplated hereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter or bylaws By-laws of the Buyer or the Transitory Subsidiary, (iib) require on the part of the Buyer or the Transitory Subsidiary any filing with, or permit, authorization, consent or approval of, any Governmental Entity, except where the failure to be provide such notice or obtain any such permit, authorization, consent or approval, individually or in the aggregate, has not had and would not reasonably be expected to have a Buyer Material Adverse Effect, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, material contract or instrument or other arrangement to which the Buyer or the Transitory Subsidiary is a party or by which it either is bound or to which any of its their assets is subject, are subject except where the violation, for (i) any conflict, breach, default, acceleration, termination, modification, cancellation, modification or failure to give notice cancellation which would not have a material adverse effect on adversely affect the ability consummation of the Parties to consummate the transactions contemplated by this Agreement. To hereby or (ii) any notice, consent or waiver the knowledge absence of any director or officer which would not adversely affect the consummation of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement hereby, or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Buyer or the Transitory Subsidiary or any of their properties or assets, except where any such violation, individually or in the failure to give noticeaggregate, to file, or to obtain any authorization, consent, or approval has not had and would not reasonably be expected to have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementBuyer Material Adverse Effect.

Noncontravention. To Subject to compliance with the knowledge of any director or officer applicable requirements of the BuyerAntitrust Laws and applicable Environmental Laws, neither the execution and the delivery by any Seller of this AgreementAgreement or the Ancillary Agreements to which such Seller will be a party, nor the consummation by any Seller of the transactions contemplated herebyhereby or thereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter charter, bylaws, partnership agreement, limited liability company operating agreement or bylaws other comparable governing document, as applicable, of such Business Subsidiary or such Seller; (b) require on the Buyer part of any Business Subsidiary or any Seller any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except for any filing, permit, authorization, consent or approval which if not obtained or made would not reasonably be expected to result in a Business Material Adverse Effect; (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, terminate or modify, or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness or other arrangement Security Interest to which the Buyer any Business Subsidiary or any Seller is a party or by which it any Business Subsidiary or any Seller is bound or to which any of its their respective assets is subject, except where the violation, for (i) any conflict, breach, default, accelerationacceleration or right to terminate or modify that would not reasonably be expected to result in a Business Material Adverse Effect or (ii) any notice, terminationconsent or waiver the absence of which would not reasonably be expected to result in a Business Material Adverse Effect; or (d) violate any order, modificationwrit, cancellationinjunction or decree specifically naming, or failure statute, rule or regulation applicable to give notice any Business Subsidiary or any Seller or any of or their respective properties or assets, except for any violation that would not have reasonably be expected to result in a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

Noncontravention. To the knowledge of any director or officer of the Buyer, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer Company is subject or any provision of the charter or bylaws of the Buyer Company or (ii) except as set forth in Section 4(b) of the Disclosure Schedule, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under any agreement, contract, lease, license, instrument or other arrangement Contract to which the Buyer Company is a party or by which it is bound or to which any of its assets is subjectsubject (or result in the imposition of any Encumbrances upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice would or obtain consent, or the Encumbrance could not reasonably be expected to have a material adverse effect on Material Adverse Effect; provided that in no event shall the ability failure of Parent or the Company to have obtained any consent from any third party under any Contract or Permit constitute a breach of any of the Parties to consummate representations, warranties, covenants or agreements made by Parent or the transactions contemplated by Company in this Agreement. To the knowledge of any director or officer Knowledge of the Corporation, Company and other than except for the notices and consents described in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act]Section 6(b) below, the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does Company is not need required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would could not reasonably be expected to have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

Noncontravention. To (a) Except for the knowledge of any director or officer applicable requirements of the BuyerHSR Act (including the HSR Filing), and with respect to the ESOP, the applicable requirements of Section 8.6.4, neither the execution and the delivery of this Agreement, Agreement or any Seller Ancillary Agreement nor the consummation by such Seller Party of the transactions contemplated herebyhereby or thereby, will nor compliance by such Seller Party with any of the provisions hereof or thereof, will: (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction in the case of any governmentSeller Party that is not a natural Person, governmental agency, conflict with or court to which the Buyer is subject or any provision of the charter or bylaws of the Buyer or (ii) conflict with, result in a breach of any provisions of the Organizational Documents of the Seller; (ii) violate or result in a violation of, or constitute a default underunder (whether after the giving of notice, lapse of time or both) any provision of any Law or Order applicable to such Seller Party or by which any properties or assets owned or used by the Seller Party are bound; (iii) result in the acceleration ofcreation of any Lien (other than a Permitted Lien) on any property, create in asset or right of any party the right Acquired Company pursuant to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement Contract to which the Buyer such Seller Party is a party or by which it is such Seller Party’s properties, assets or rights are bound or (iv) violate, conflict with, breach or result in a breach or default (whether after the giving of notice, lapse of time or both) under, give rise to a right of termination, modification or acceleration of any provision of, or require the offering or making of any payment or redemption under, require any notice or approval under, or otherwise adversely affect any rights of such Seller Party under, any Contract to which such Seller Party is a party or by which any of its such Seller Party’s assets is subject, or properties are bound; except where in each case to the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice extent that any such occurrence would not have a material adverse effect on materially delay or impair the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties such Seller Party to consummate the transactions contemplated by this Agreement. (b) Except for the applicable requirements of the HSR Act (including the HSR Filing), no consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority is required to be obtained or made by such Seller Party in connection with: (i) the execution, delivery and performance by such Seller Party of this Agreement or any Seller Ancillary Agreement; or (ii) the compliance by such Seller Party with any of the provisions hereof or thereof or the consummation by such Seller Party of the transactions contemplated hereby or thereby.

Noncontravention. To the knowledge of any director or officer Except as set forth on Section 2.3 of the BuyerDisclosure Schedule, neither the execution and the delivery of this AgreementAgreement by Seller, nor the consummation by Seller of the transactions contemplated hereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter certificate of incorporation or bylaws by-laws of Seller; (b) subject to compliance with the applicable requirements of the Buyer ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, require on the part of Seller any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except for any filing, permit, authorization, consent or approval which, if not obtained or made, would not reasonably be expected to result in a Company Material Adverse Effect; (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the a right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, Lien (other than a Permitted Lien) or any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument or other arrangement of indebtedness to which the Buyer Seller is a party or by which it Seller is bound or to which any of its assets is the Shares are subject, except where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or failure to give notice waiver that would not have reasonably be expected to result in a material adverse effect on the ability Company Material Adverse Effect; or (d) violate any order, writ, injunction or decree specifically naming, or statute, rule or regulation applicable to, Seller or any of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement Shares, except where the failure to give notice, to file, or to obtain for any authorization, consent, or approval violation that would not have reasonably be expected to result in a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementCompany Material Adverse Effect.

Noncontravention. To the knowledge of any director or officer of the Buyer, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, Governmental Body or court to which any of the Buyer Company and its Subsidiaries is subject or any provision of the charter certificate of incorporation or bylaws of any of the Buyer Company and its Subsidiaries or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement Contract to which any of the Buyer Company and its Subsidiaries is a party or by which it is bound or to which any of its assets is subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice would not have a Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other Other than in connection with the provisions of the [Oklahoma ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Act and the Colorado Business Corporation Act]Law, the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need Communications Act of 1934, as amended, and as set forth on ss. 3(d) of the Company Disclosure Schedule, none of the Company and its Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency Governmental Body in order for the Parties to consummate the transactions contemplated by this Agreement or execute, deliver and perform its obligations under this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. To the knowledge of any director or officer of the Buyer, neither the The execution and the delivery of this Agreement, nor Agreement and the consummation of the transactions contemplated hereby, hereby will not (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, permit the termination or other restriction acceleration of the maturity of any government, governmental agency, material indebtedness or court to which the Buyer is subject or any provision material obligation of the charter or bylaws of the Buyer or Company; (ii) conflict withpermit the termination of any material note, result in a breach ofmortgage, constitute a default underindenture, result in the acceleration oflicense, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement instrument to which the Buyer Company is a party or by which it is bound or violate the Certificate of Incorporation or By-Laws of the Company; (iii) except as expressly provided in this Agreement and except for state "blue sky" approvals that may be required and those consents and waivers which already have been obtained by the Company, require the consent, approval, waiver or authorization from or registration or filing with any party, including but not limited to any party to a material agreement to which the Company is a party or by which it is bound, or any of its assets is subjectregulatory or governmental agency, body or entity except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice obtain such consent, approval, waiver or authorization would not have a material adverse effect on the ability Company's business; (iv) result in the creation or imposition of any lien, claim or encumbrance of any kind or nature on any material properties or assets of the Parties Company; (v) result in the creation or imposition of any lien, claim or encumbrance of any kind or nature on the Series D Shares to consummate be issued to the transactions contemplated by Holder, except as may otherwise be identified in this Agreement. To the knowledge ; or (vi) violate in any material aspect any statute, law, rule, regulation or ordinance, or any judgment, decree, order, regulation or rule of any director or officer of the Corporationcourt, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act]tribunal, the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government administrative or governmental agency in order for agency, body or entity to which the Parties to consummate the transactions contemplated by this Agreement , Company or its properties is subject except where the failure to give notice, to file, or to obtain any authorization, consent, or approval such violation would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement.Company's business; and

Noncontravention. To the knowledge of any director or officer of the Buyer, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, charge or other restriction of any government, governmental agency, agency or court to which the Buyer Stoneridge is subject or any provision of the charter Stoneridge articles of incorporation or bylaws code of the Buyer regulations, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under any agreement, contract, lease, license, license or instrument or other arrangement to which the Buyer Stoneridge is a party or by which it is bound or to which any of its assets is subject, except where the violationsuch breaches, conflictconflicts, breach, default, acceleration, termination, modification, cancellation, results or failure to give notice rights would not separately or in the aggregate have a material adverse effect on the ability business or financial condition of Stoneridge or New BCS, and that no such breaches, conflicts, results or rights will impose any Liability or obligation on Stoneridge will impose any Liability or obligation on the Parties to consummate the transactions contemplated by this AgreementMembers, ▇▇▇▇▇▇ or Old BCS. To the knowledge Knowledge of any director or officer of the CorporationStoneridge, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does Stoneridge is not need required to give any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement Agreement, except where to the extent that the failure to give noticeobtain any such consent, to fileapproval or authorization, or to obtain make any authorizationsuch filing, consentseparately or in the aggregate, or approval would not have a material adverse effect on the ability business or financial condition of Stoneridge or New BCS and no such failure by Stoneridge will impose any Liability or obligation upon the Parties to consummate the transactions contemplated by this AgreementMembers, ▇▇▇▇▇▇ or Old BCS.

Noncontravention. To the knowledge of any director or officer of the BuyerExcept as set forth in DISCLOSURE SCHEDULE 3.5, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebyhereby by the Company or any Subsidiary, will (ia) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court Governmental Authority to which the Buyer Company, any Subsidiary or the Business is subject (except for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect) or any provision of the charter articles or certificate of incorporation or bylaws of the Buyer Company or any Subsidiary; (iib) except for such matters as would not reasonably be expected to have a Material Adverse Effect and except as set forth on Disclosure Schedule 3.5, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument instrument, concession, joint venture agreement, partnership agreement, association, contract or other arrangement to which the Buyer Company or any Subsidiary is a party or by which it is they are bound or to which any of its their assets is subject, except where subject (or result in the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge imposition of any director or officer Security Interest upon any of their assets). Except as set forth in DISCLOSURE SCHEDULE 3.5, neither the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need Company nor any Subsidiary is required to give any notice to, make any filing with, or obtain any authorization, consent, qualification, order or approval of any government Governmental Authority in connection with the Company's and any Subsidiary's execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. Buyer will not have to undergo any certification or governmental agency in order for the Parties to consummate recertification by any person or entity as a result of the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability its operation of the Parties to consummate the transactions contemplated by this AgreementBusiness after Closing.

Noncontravention. To the knowledge of any director or officer of the BuyerExcept as disclosed on Schedule 3.4, neither the execution execution, delivery and performance by the delivery Sellers of this Agreement, Agreement or any Ancillary Agreement nor the consummation of the Sale will: (a) assuming the taking of any action by (including any authorization, consent or approval), or in respect of, or any filing with, any governmental authority, in each case, as disclosed on Schedule 3.3, and assuming the receipt of approval or consent of any third party that may be required in connection with the transactions contemplated herebyin this Agreement or any of the Ancillary Agreements (collectively, will (i) the "Required Consents"), violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, legal requirement applicable to a Seller (except for any such violations which would not reasonably be expected to materially interfere with the Sale or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision sale of the charter or bylaws Delsym Product after the Closing); (b) assuming the receipt of the Buyer or (ii) conflict withRequired Consents, result in a breach or violation of, constitute a or default under, result any obligation under any contract, agreement or understanding involving a Seller (except for any such breaches, violations or defaults which would not reasonably be expected to materially interfere with the Sale or the sale of the Delsym Product after the Closing); (c) assuming the receipt of the Required Consents, require any action by (including any authorization, consent or approval) or in the acceleration ofrespect of (including notice to), create in any party under the right to accelerate, terminate, modify, or cancel, or require Assigned Contracts (except for any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any such authorization, consent, approval or approval notice which would not reasonably be expected to materially interfere with the Sale or the sale of any government the Delsym Product after the Closing); (d) result in the creation or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to fileimposition of an encumbrance upon, or to obtain the forfeiture of, any authorization, consentAssets (other than Permitted Encumbrances); or (e) result in a breach or violation of, or approval would not have default under, a material adverse effect on the ability Seller's articles of the Parties to consummate the transactions contemplated by this Agreementincorporation, by-laws or other organizational documents.

Noncontravention. To Subject to receipt of Stockholder Approval and the knowledge of any director or officer filing of the BuyerCertificate of Merger as required by the GCL, neither the execution and delivery by the delivery Company of this Agreement, nor the consummation by the Company of the transactions contemplated hereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter certificate of incorporation or bylaws of the Buyer Company, as amended to date, bylaws or other organizational document of any Company Subsidiary (iias defined below), (b) require on the part of the Company or any Company Subsidiary any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a “Governmental Entity”), except for such permits, authorizations, consents and approvals for which the Company is obligated to use its Reasonable Best Efforts (as defined below) to obtain pursuant to Section 4.2(a), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which the Buyer Company or any Company Subsidiary is a party or by which it the Company or any Company Subsidiary is bound or to which any of its their assets is subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modificationmodification or cancellation in any contract or instrument set forth in Section 2.4 of the Disclosure Schedule, cancellationfor which the Company is obligated to use its Reasonable Best Efforts to obtain waiver, consent or failure approval pursuant to give notice Section 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modification or cancellation which would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the ability consummation of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of hereby or (iii) any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, consent or to obtain any authorization, consent, or approval waiver the absence of which would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the ability consummation of the Parties to consummate the transactions contemplated by hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Company or any Company Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Company Subsidiary or any of their properties or assets. For purposes of this Agreement: “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business (as defined below) of the Company and not material to the Company; and “Ordinary Course of Business” means the ordinary course of the Company’s business, consistent with past custom and practice (including with respect to frequency and amount).

Noncontravention. To Assuming that the knowledge of any director Governmental Requirements, the Third Party Consents and the License Consents will be satisfied, made or officer of obtained and will remain in full force and effect and the Buyerconditions set forth in Article VII hereof will be satisfied, neither the execution and execution, delivery or performance by the delivery Company of this Agreement, Agreement or any of the other Transaction Documents to which the Company is a party nor the consummation of the transactions Transactions contemplated herebyhereby or thereby will: (a) conflict with or result in any breach of the certificate of incorporation of the Company or the Amended and Restated By-Laws of the Company or the certificate of incorporation or by-laws of the Subsidiary, will (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation, suspension, modification or acceleration of any obligation under, or result in the creation of a Lien (other than Permitted Liens) under, or otherwise require the consent or waiver of, or notice to, any other party under, any Company Material Contract, or (c) violate any Law applicable to the Company, the Subsidiary or any of their respective properties or assets, except in the case of clause (b) or (c), for violations, breaches, defaults, rights or Liens (other than Permitted Liens) which (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court purport to which become effective upon the Buyer is subject or any provision occurrence of the charter or bylaws of the Buyer Bankruptcy Case, or (ii) conflict with, result in a breach of, constitute a default under, result individually or in the acceleration ofaggregate, create in would not (x) materially adversely affect the ability of the Company to perform its obligations under this Agreement or any party of the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement Transaction Documents to which the Buyer it is a party or by which (y) materially impair the Company's ability to conduct its business after the Closing substantially as it is bound or was conducted immediately prior to which any of its assets is subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementClosing.

Noncontravention. To the knowledge of any director or officer of the Buyer, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in Section 2), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court Law to which the Buyer Seller and/or any of its Subsidiaries or any of their respective property is subject or subject, (ii) violate any provision of the charter or bylaws or any other similar governing or organizational documents of the Buyer Seller and/or any of its Subsidiaries, or (iiiii) subject to obtaining the Approval Order, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent (other than notices and consents specified in Section 3.3 of the Disclosure Schedule) under any agreement, contract, lease, license, instrument or other arrangement Contractual Obligation to which the Buyer Seller and/or any of its Subsidiaries is a party subject or by which it any of them is bound or to which any of its assets the Acquired Assets is subjectsubject (or result in the imposition of any Lien upon any of the Acquired Assets), except where the violationfor such conflicts, conflictbreaches, breachdefaults, defaultaccelerations or such rights to accelerate, accelerationterminate, termination, modification, cancellationmodify or cancel, or any failure to give observe any such notice or consent requirements which has not had and would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect. To the knowledge of any director or officer of the Corporation, and other Other than in connection or in compliance with the provisions of the [Oklahoma General Corporation ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act and of 1976, as amended (the Colorado Business Corporation "HSR Act], the Securities Exchange Act, the Securities Act"), and the state securities lawsApproval Order, or as set forth in Section 3.3 of the Corporation does not need Disclosure Schedule, neither the Seller nor any of its Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, waiver or approval of of, any government or governmental agency in order for the Parties such Persons to consummate the transactions contemplated by this Agreement , except where (including the failure assignments and assumptions referred to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreementin Section 2).

Noncontravention. To Subject to compliance with the knowledge of any director or officer applicable requirements of the BuyerSecurities Act, and any applicable state securities Laws, neither the execution and delivery by the delivery Company of this Agreement, nor the consummation by the Company of the transactions contemplated hereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter Statutes and Organizational Documents, as applicable, of any Acquired Company, (b) require on the part of any Acquired Company any notice to or bylaws of the Buyer filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to terminate, accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, (i) any agreementScheduled Agreement or any contract or instrument set forth or required to be set forth on Section 3.17(a) of the Disclosure Schedule, contract, lease, license, or (ii) any other contract or instrument or other arrangement to which the Buyer is a party or by which it an Acquired Company is bound or to which any of its assets is are subject, except where the violationexcept, with respect to this Section 3.4(c)(ii), (A) any conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice cancellation which would not have a material adverse effect on upon the ability consummation of the Parties to consummate the transactions contemplated by this Agreement. To hereby or result in any Liability to the knowledge of any director Company or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give (B) notice, to file, consent or to obtain any authorization, consent, or approval waiver the absence of which would not have a material adverse effect on upon the ability consummation of the Parties to consummate the transactions contemplated by this Agreementhereby or result in Liability to the Company, (d) result in the imposition of any Security Interest upon any assets of any Acquired Company, or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to any Acquired Company or any of the properties or assets of any Acquired Company.

Noncontravention. To the knowledge of any director or officer of the Buyer, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebyby this Agreement, will (i) violate any valid constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer Sybra is subject or any provision of the charter or bylaws of the Buyer Sybra or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument instrument, or other arrangement to which the Buyer Sybra is a party or by which it is bound or to which any of its assets is subjectsubject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice notice, or Security Interest would not have a material adverse effect on the financial condition of Sybra or on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer Knowledge of the CorporationSeller, and other than in connection with the provisions of the [Oklahoma General Corporation ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and the Colorado Business Corporation Act]Required Consents of Seller, the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation Sybra does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the financial condition or results of operations of Sybra or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. To (a) Assuming compliance with the knowledge matters referenced in clauses (i) through (v) of Section 4.3(b) and receipt of any director or officer of the Buyerrequired approvals in connection therewith, neither the execution and the delivery of this Agreement, Agreement nor the consummation of the transactions contemplated hereby, Merger will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter certificate of incorporation or bylaws by-laws (or equivalent organization and governing documents) of the Buyer Parent or Merger Sub, (ii) conflict withviolate any Law applicable to the Parent or Merger Sub on the date hereof, (iii) with or without the giving of notice or the lapse of time or both, result in a breach of, constitute a default under, result in the acceleration of, create in any party the termination of or a right to accelerate, terminate, modifyof termination or cancellation under, or cancelaccelerate the performance of any obligation required by, or require any notice under any agreement, contract, lease, license, instrument or other arrangement Contract to which the Buyer Parent or Merger Sub is a party or by which it is bound (iv) result in the creation of any Lien (other than a Permitted Lien) upon any properties, rights or to which any assets of its assets is subjectthe Parent or Merger Sub, except where in the case of the immediately preceding clauses (ii), (iii) and (iv), to the extent that any such violation, conflict, breach, default, acceleration, termination, modificationtermination or cancellation right creation, cancellationacceleration or Lien creation would not have, individually or in the aggregate, a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by each of the Parent and Merger Sub does not, and the consummation of the Merger will not, require any Order, Permit of, or failure to give notice would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of filing with or notification to, any director Governmental Entity, except for (i) compliance with applicable foreign, provincial and state securities or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act]blue sky Laws, the Securities Exchange Advisers Act, the Securities Act, Act and the state securities lawsExchange Act (including the filing with the SEC of any required Proxy Statement and any required mailing or other dissemination thereof), (ii) compliance with the rules and regulations of the NYSE, including any applications for any delisting of the Common Stock with the NYSE, the Corporation does not need to give any notice toCFTC, make any filing withFINRA, the securities or obtain any authorization, consent, insurance commission (or approval other similar body) of any government foreign government, province or governmental agency state or any other self-regulatory body, (iii) compliance with the HSR Act and any applicable foreign antitrust Laws, (iv) the filing and recording of appropriate merger or other documents as required by the DGCL (including the Certificate of Merger with the Secretary of State of the State of Delaware), (v) the Orders, Permits, filings and notifications set forth in order for the Parties disclosure schedule delivered by the Parent to consummate the transactions contemplated by Company immediately prior to the execution of this Agreement and (vi) such Orders, except where the failure to give noticePermits, to filefilings and notifications which, if not obtained or to obtain any authorizationmade, consent, or approval would not have a material adverse effect on prevent or materially delay the ability consummation of the Parties to consummate the transactions contemplated by this AgreementMerger.

Noncontravention. To the knowledge of any director or officer Except as set forth in Section 4(c) of the BuyerDisclosure Schedule, neither the execution and the delivery of this any Transaction Agreement, nor the consummation of the transactions contemplated herebythereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court Governmental Authority to which any member of the Buyer BUYER Group is subject or subject, (ii) violate any provision of the charter charter, bylaws, or bylaws other organizational document of the Buyer such Person or (iiiii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice authorization, consent, waiver, or approval under any agreement, contract, lease, license, instrument instrument, decree, judgment, or other arrangement to which the Buyer such Person is a party or by which it is bound or to which any of its assets is subjectare subject (or result in the imposition of any Security Interest or encumbrance upon any such assets), except except, with respect to subsections (i) and (iii) above, where such violations, breaches, defaults or other matters, including the failure to obtain such authorizations, consents, waivers or approvals, could not reasonably be expected to have a Material Adverse Effect on the transactions contemplated hereby. Except (1) pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, (2) as set forth on Section 4(c) of the Disclosure Schedule, (3) Customary Post-Closing Consents and (4) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice would such notices, make such filings or obtain such authorizations, consents, waivers or approvals could not reasonably be expected to have a material adverse effect Material Adverse Effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporationhereby, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need no such Person needs to give any notice tonotice, make any filing with, with or obtain any authorization, consent, waiver, or approval of any government or governmental agency Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. To Except with respect to the knowledge Credit Agreement, dated as of any director or officer May 8, 2006, by and between FMFC, the Guarantors and JPMorgan Chase Bank, N.A., as amended, (the “Credit Agreement”) for which a consent to the transactions contemplated hereby has been obtained, and the filing of exemption requests from the BuyerForm A requirements for the change in control of a domestic insurer with the Illinois Division of Insurance and Minnesota Department of Commerce, which exemption requests have been granted, neither the execution and the delivery of this AgreementAgreement by the Company or FMFC, nor the consummation of the transactions contemplated herebyhereby by the Company or FMFC, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which any of the Buyer Company or its Subsidiaries is subject subject, or any provision of the charter or bylaws of any of the Buyer Company or its Subsidiaries, (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument instrument, or other arrangement to which any of the Buyer Company or its Subsidiaries is a party or by which it is bound or to which any of its assets is subject, except where subject (or result in the violation, conflict, breach, default, acceleration, termination, modification, cancellationimposition of any Security Interest upon any of its assets), or failure to give notice would not have a material adverse effect on (iii) require the ability Company or any of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need its Subsidiaries to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement Agreement, except where other than any such violations, conflicts, breaches, defaults, accelerations, terminations, modifications, cancellations or notices that, individually or in the failure to give noticeaggregate, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on Material Adverse Effect or would not impair the ability of the Parties Company or FMFC to consummate the transactions contemplated by this Agreement.

Noncontravention. To the knowledge of any director or officer Except as disclosed in § 4(f) of the BuyerCompany Disclosure Letter, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, decree or other restriction of any government, governmental agency, or court Government Entity to which the Buyer Company or any of its Subsidiaries is subject or any provision of the charter or bylaws by-laws of the Buyer Company or any of its Subsidiaries or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, cancel or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Buyer Company or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject, except in the case of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, cancellation or failure to give notice would not reasonably be expected to have a material adverse effect on the ability Company Material Adverse Effect or except as set forth in § 4(f) of the Parties to consummate the transactions contemplated by this AgreementCompany Disclosure Letter. To the knowledge of any director or officer of the Corporation, and other Other than in connection with as required under the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Securities Act, DGCL and the state applicable securities laws, the Corporation does not need neither Company nor any of its Subsidiaries needs to give any notice to, make any filing with, with or obtain any authorization, consent, consent or approval of any government or governmental agency Government Entity in order for the Parties parties to consummate the transactions contemplated by this Agreement Agreement, except where the failure to give notice, to file, file or to obtain any authorization, consent, consent or approval would not reasonably be expected to have a material adverse effect on the ability Company Material Adverse Effect or except as set forth in § 4(f) of the Parties Company Disclosure Letter. "Required Company Consents" means any authorization, consent or approval of a Government Entity or other third party required to consummate be obtained pursuant to any state securities laws or so that a matter set forth in § 4(f) of the transactions contemplated by Company Disclosure Letter would not be reasonably expected to have a Company Material Adverse Effect for purposes of this Agreement§ 4(f).

Noncontravention. To the knowledge The execution and delivery by Buyer of any director or officer of the Buyerthis Agreement does not, neither and the execution and the delivery of each of the other Transaction Documents by Buyer and performance by Buyer of its obligations under this Agreement, nor Agreement and the Transaction Documents and the consummation of the transactions contemplated herebyhereby will not: (a) subject to compliance with the applicable requirements of the HSR Act, will conflict with or result in a violation of any Law applicable to Buyer, except for such violations which would not individually or in the aggregate, have or reasonably be expected to have a Buyer Material Adverse Effect or (b) conflict with or result in a violation of or default of (with or without notice or lapse of time, or both), result in any violation or breach of, or give rise to a right of payment, termination, modification, acceleration cancellation under any provision of (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, Contract or other restriction of any government, governmental agency, or court Permit to which the Buyer is subject or any provision of the charter or bylaws of the Buyer or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subjectthe Assets of Buyer are bound, except where (ii) any Order of any Governmental Authority applicable to Buyer or (iii) the violationorganizational documents of Buyer. Other than compliance with the applicable requirements of the HSR Act and the Governmental Approvals and Consents set forth on Section 4.4 of the Buyer Disclosure Schedule, conflictno Governmental Approval, breachConsent, default, acceleration, termination, modification, cancellationOrder or Permit of, or failure registration or declaration or filing with, or notification to, any Person or Governmental Authority, will be required to give notice would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated be obtained or made by this Agreement. To the knowledge of any director or officer of the Corporation, and other than Buyer in connection with the provisions execution and delivery of this Agreement or the other Transaction Documents, the compliance by Buyer with any of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act]provisions hereof or thereof, the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval consummation of any government or governmental agency in order for the Parties to consummate the transactions contemplated hereby or thereby or the taking by this Agreement Buyer of any other action contemplated hereby or thereby, except where for such Consents, Orders or Permits, registrations, declarations, filings and notifications, the failure to give notice, to file, or of which to obtain any authorizationor make would not, consentindividually or in the aggregate, have or approval would not reasonably be expected to have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementBuyer Material Adverse Effect.

Noncontravention. To the knowledge of any director or officer Except as set forth in Section 2.3 of the BuyerDisclosure Schedule, neither the execution and delivery by the delivery Seller of this Agreement, the Ancillary Agreements, the Transition Services Agreement, the Non-Exclusive License Agreement, the Registration Rights Agreement, the Services Agreement or the Sublease Agreement nor the consummation by the Seller of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter Articles of Association or bylaws by-laws of the Buyer Seller, (b) require on the part of the Seller any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except for any filing, permit, authorization, consent or approval which if not obtained or made would not reasonably be expected to result in a Business Material Adverse Effect; (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which the Buyer Seller is a party or by which it the Seller is bound or to which any of its assets is subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modificationmodification or cancellation which, cancellationindividually or in the aggregate, or failure to give notice would not reasonably be expected to have a material adverse effect on Business Material Adverse Effect and would not reasonably be expected to adversely affect the ability consummation of the Parties to consummate the transactions contemplated by this Agreement. To hereby or (ii) any notice, consent or waiver the knowledge absence of any director which, individually or officer in the aggregate, would not reasonably be expected to have a Business Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement hereby, (d) result in the imposition of any Security Interest upon any assets of the Business or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller or any of its respective properties or assets, except where the failure to give notice, to file, or to obtain for any authorization, consent, or approval violation that would not have reasonably be expected to result in a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementBusiness Material Adverse Effect.

Noncontravention. To Subject to compliance with the knowledge applicable requirements of the Securities Act, and any applicable state securities and antitrust and trade regulation Laws, such Selling Securityholder is not a party to, subject to or bound by any agreement or any judgment, order, writ, prohibition, injunction or decree of any director Governmental Entity which would prevent the execution, delivery or officer performance of this Agreement by such Selling Securityholder or the transfer, conveyance and sale of the Buyer, neither Common Shares to be sold by such Selling Securityholder to the Buyer pursuant to the terms hereof. Neither the execution and the delivery by such Selling Securityholder of this Agreement, nor the consummation by such Selling Securityholder of the transactions contemplated hereby, will (i) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter formation or bylaws similar documents of such Selling Securityholder, (ii) require on the part of the Buyer Selling Securityholder any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (iiiii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to terminate, accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which the Buyer Selling Securityholder is a party or by which it the Selling Securityholder is bound or to which any of its assets is are subject, except where the violation, for (A) any conflict, breach, default, acceleration, termination, modification, cancellation, modification or failure to give notice cancellation which would not have a material adverse effect on upon the ability consummation of the Parties to consummate the transactions contemplated by this Agreement. To hereby or result in any liability to the knowledge of Company or (B) any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, consent or to obtain any authorization, consent, or approval waiver the absence of which would not have a material adverse effect on upon the ability consummation of the Parties to consummate the transactions contemplated by this Agreementhereby or result in any liability to the Company, or (iv) violate any constitution, judgment, ruling, charge, order, writ, injunction, decree, statute, rule or regulation, or other restriction of any Governmental Entity applicable to the Selling Securityholder.

Noncontravention. To Subject to the knowledge of any director or officer filing of the BuyerCertificate of Merger as required by the GCL and the LLCA, neither the execution and delivery by the delivery Company of this Agreement, nor the consummation by the Company of the transactions contemplated hereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter certificate of formation or bylaws limited liability company agreement of the Buyer Company, as amended to date, bylaws or other organizational document of any Company Subsidiary, (iib) require on the part of the Company or any Company Subsidiary any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity"), except for such permits, authorizations, consents and approvals for which the Company is obligated to use its Reasonable Best Efforts to obtain pursuant to Section 4.2(a), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party Party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which the Buyer Company or any Company Subsidiary is a party or by which it the Company or any Company Subsidiary is bound or to which any of its their assets is subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modificationmodification or cancellation in any contract or instrument set forth in Section 2.4 of the Disclosure Schedule, cancellationfor which the Company is obligated to use its Reasonable Best Efforts to obtain waiver, consent or failure approval pursuant to give notice Section 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modification or cancellation which, individually or in the aggregate, would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the ability consummation of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of hereby or (iii) any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to fileconsent or waiver the absence of which, individually or to obtain any authorizationin the aggregate, consent, or approval would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the ability consummation of the Parties to consummate the transactions contemplated by hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Company or any Company Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Company Subsidiary or any of their properties or assets. For purposes of this Agreement: "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic's, materialmen's, and similar liens, (ii) liens arising under worker's compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business (as defined below) of the Company and not material to the Company; and "Ordinary Course of Business" means the ordinary course of the Company's business, consistent with past custom and practice (including with respect to frequency and amount).

Noncontravention. To Except for compliance with the knowledge of any director or officer applicable requirements of the Buyer▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, neither as amended (the “▇▇▇▇‑▇▇▇▇▇-▇▇▇▇▇▇ Act”), none of the execution and the delivery by Seller of this AgreementAgreement or any other Transaction Document to which Seller is a party, nor the consummation by Seller of the transactions contemplated herebyhereby or thereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter or bylaws Organizational Documents of the Buyer Company, the Joint Venture or Seller; (iib) require on the part of the Company or Seller any filing with, or any permit, authorization, consent or approval of, any government, court, arbitrator, tribunal, administrative agency or commission or other governmental or quasi-governmental body with executive, legislative, judicial, taxing, regulatory or self-regulatory authority, in each case whether federal, state, local, foreign, national, international or supranational, including any department, agency, instrumental or authority thereof (each, a “Governmental Entity”), except for any filing, permit, authorization, consent or approval which if not obtained or made is not and would not reasonably be expected to be material to the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subjectDesignated Contract (as defined in Section 2.14(b)), except where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or failure to give notice waiver that is not and would not have reasonably be expected to be material to the Company; (d) violate any Order, writ, injunction or decree applicable to, or Law, statute, rule or regulation applicable to, the Company or Seller or any of or their respective properties or assets, except for any violation that is not and would not reasonably be expected to be material to the Company; or (e) result in the creation of any Security Interest on any Equity Interests or any Security Interest (other than a material adverse effect Permitted Security Interest) on the ability any property or asset of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementCompany.

Noncontravention. To the knowledge The execution, delivery and performance by Seller and each of any director or officer its Subsidiaries of the BuyerTransaction Documents to which it is a party, neither the execution and the delivery of this Agreement, nor the consummation of the transactions by Seller or such Subsidiary contemplated herebyhereby and thereby do not and will not, will with or without notice or lapse of time or both, assuming compliance with the matters referred to in Section 3.03, (i) conflict with, violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction result in a breach of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter certificate of incorporation, bylaws or bylaws other governing or similar organizational document of the Buyer Seller or its Subsidiaries, (ii)) violate, breach or conflict with, result in a breach ofwith any Applicable Law (iii) require any consent or other action by any Person under, constitute a default under, result in the or give rise to any right of termination, revocation, cancellation or acceleration of, create in any party the right to accelerate, terminate, modifyor obligation of Seller, or cancelany Other Seller or any Purchased Subsidiary, or require to a loss of any notice benefit to which Seller or any Other Seller or any Purchased Subsidiary is entitled under any agreementprovision of any agreement or other instrument binding upon Seller, any Other Seller or any Purchased Subsidiary, or cause the forfeiture of any right under any indenture, mortgage, lease, contract, leaseagreement, license, charter or instrument or other arrangement to which the Buyer Seller or any of its Subsidiaries is a party or by which it is bound bound, or to which (iv) result in the creation or imposition of any Lien on any Purchased Asset, the Shares or on any asset of its assets is subjectany Purchased Subsidiary, except where for any Permitted Liens, with such exceptions, in the violationcase of each of clauses (ii) through (iv), conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice as would not have a have, individually or in the aggregate, reasonably be expected to be material adverse effect on to the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director Business or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does as would not need to give any notice to, make any filing with, prevent or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate materially delay the transactions contemplated by this Agreement , except where the failure or any other Transaction Document to give notice, to file, which Seller or to obtain any authorization, consent, or approval would not have of its Subsidiaries is a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreementparty.

Noncontravention. To Subject to compliance with the knowledge of any director or officer applicable requirements of the BuyerHart-Sco▇▇-▇▇▇▇▇▇ ▇▇▇, neither ▇▇ither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any provision of the Governing Documents of the Company or any of its Subsidiaries, (ii) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject Company or any provision of the charter its Subsidiaries is subject, (iii) with or bylaws without notice, lapse of the Buyer time (or (ii) both), conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreementMaterial Contract which the Company or any of its Subsidiaries is a party to or bound by or to which any of their assets are subject, contract, lease, license, instrument or (iv) result in the imposition of any Lien (other arrangement than Permitted Encumbrances) upon any of the assets of the Company or any of its Subsidiaries under Material Contract to which the Buyer Company or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject, except where except, in the violationcase of clauses (ii), conflict(iii) and (iv), breachas would not, defaultindividually or in the aggregate, acceleration, termination, modification, cancellation, or failure reasonably be expected to give notice would not have a material adverse effect on Material Adverse Effect or prevent or delay the ability consummation of the Parties to consummate the transactions contemplated by this Agreementhereby. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation The Company does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement Agreement, except where other than (A) compliance with and filings under the Hart-Sco▇▇-▇▇▇▇▇▇ ▇▇▇, (▇) those that may be required solely by reason of Buyer being the buyer of the Shares and (C) those that the failure to give noticemake or obtain would not, individually or in the aggregate, reasonably be expected to file, prevent or to obtain any authorization, consent, or approval would not have a material adverse effect on delay the ability consummation of the Parties to consummate the transactions contemplated by this Agreementhereby.

Noncontravention. To the knowledge of any director or officer of the BuyerThe execution, neither the execution delivery and the delivery performance by such ICI Party of this Agreement, nor the Note Security Documents and the other agreements and instruments referred to in this Agreement to which it is or will be a party and the consummation of the transactions contemplated herebyhereby and thereby (a) do not and will not violate its constitutional or organizational documents; (b) assuming compliance with the matters referred to in Section 4.03, will do not violate any applicable law, rule, regulation, judgment, injunction, order or decree, except for any such matters which would not, individually or in the aggregate, reasonably be expected to (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter or bylaws of the Buyer have a Material Adverse Effect on ICI Alta or (ii) conflict with, result adversely affect or impair in a breach ofany respect the ability of such ICI Party to perform its obligations under this Agreement; (c) do not require any consent or other action by any Person, constitute a default under, result in the or give rise to any right of termination, cancellation or acceleration of, create in of any party the right or obligation of such ICI Party or to accelerate, terminate, modify, or cancel, or require a loss of any notice benefit to which such ICI Party is entitled under any agreement, contract, lease, license, instrument provision of any agreement or other arrangement instrument binding upon such ICI Party, except (i) for any consents or any other actions required to which the Buyer is a party be obtained from or taken by which it is bound Huntsman Corporation or to which any of its assets is subjectSubsidiaries, except where and (ii) for any such matters which would not, individually or in the violationaggregate, conflict, breach, default, acceleration, termination, modification, cancellation, or failure reasonably be expected to give notice would not (A) have a material adverse effect Material Adverse Effect on ICI Alta or (B) adversely affect or impair in any respect the ability of the Parties such ICI Party to consummate the transactions contemplated by perform its obligations under this Agreement. To ; and (d) do not create, impose or give rise to any Lien or any obligation to ▇▇▇▇▇ ▇ ▇▇▇▇ on the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act]Alta Interest, the Securities Exchange Act, HIH Interest or the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementB Notes.

Noncontravention. To The execution, delivery and performance by each Seller of this Agreement and the knowledge of any director other Transaction Documents to which it is or officer will be a party, and each of the Buyerother documents and instruments to be executed and delivered by such Seller pursuant hereto and thereto, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will hereby and thereby do not and shall not (i) violate any constitutionthe certificate of incorporation, statutebylaws, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject limited partnership agreement or any provision similar organizational documents of the charter or bylaws of the Buyer or such Seller, (ii) conflict withassuming compliance with the filings and notices to Governmental Authorities referred to in Section 4.03, result in a breach ofviolate any Applicable Law, (iii) assuming the obtaining of all Required Consents and Other Consents, constitute a default underor an event that, with or without notice or lapse of time or both, would constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of such Seller or to a loss of any benefit relating to the Business to which such Seller is entitled under any provision of any agreement or other instrument binding upon such Person with respect to the Business or by which any of the Purchased Assets or such Seller is or may be bound, including any Material Contract, or (iv) result in the acceleration ofcreation or imposition of any Lien on any Purchased Asset, create other than Permitted Liens, except, in the case of clauses (ii) and (iii) of this Section 4.04 (in the case of clause (iii), other than with respect to a Material Contract, as to which this exception shall not apply), for any such conflicts, defaults, violations, terminations, cancellations, accelerations, losses or Liens that would not, individually or in the aggregate, reasonably be expected to (x) adversely affect in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice would not have a material adverse effect on respect the ability of any Seller to consummate, or otherwise materially delay the Parties to consummate consummation of, the transactions contemplated by this Agreement. To hereby and thereby, (y) subject the knowledge of any director or officer of the CorporationBuyer Parties, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing withtaken as a whole, or obtain the Business to any authorization, consent, material liability or approval of (z) adversely affect in any government or governmental agency in order for material respect the Parties Buyer Parties’ ability to consummate conduct the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementBusiness as presently conducted.

Noncontravention. To Subject to compliance with the knowledge of any director or officer applicable requirements of the BuyerSecurities Act and any applicable state securities laws, the Exchange Act and the filing of the Certificate of Merger as required by the DGCL, neither the execution and the delivery of this Agreement, nor the consummation by the Buyer or the Merger Sub of the transactions contemplated herebyhereby or thereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter Certificate of Incorporation or bylaws Bylaws of the Buyer or the Merger Sub; (b) require on the part of the Buyer or the Merger Sub any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than those (i) required solely by reason of the Company's participation in the transactions contemplated hereby or (ii) to be made by the Company or (iii) any filing, permit, authorization, consent or approval which, if not made or obtained, would not have a Material Adverse Effect on the Buyer; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which the Buyer or the Merger Sub is a party or by which it either is bound or to which any of its their assets is are subject, except where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or failure waiver that would not reasonably be expected to give notice have a Material Adverse Effect on the Buyer or the Merger Sub; (d) result in the imposition of any Security Interest upon any assets of the Buyer or the Merger Sub; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Buyer or the Merger Sub or any of their properties or assets, except for any violation that would not have a material adverse effect Material Adverse Effect on the ability of Buyer or the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementMerger Sub.

Noncontravention. To Subject to compliance with the knowledge of any director or officer applicable requirements of the Buyer▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “▇▇▇▇‑▇▇▇▇▇-▇▇▇▇▇▇ Act”), neither the execution and the delivery by either of Seller or IP LLC of this AgreementAgreement or any other Transaction Document to which it is a party, nor the consummation by Seller or IP LLC of the transactions contemplated herebyhereby or thereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter articles of organization or bylaws of Seller or the Buyer certificate of formation or the LLC Agreement of IP LLC, as applicable; (iib) require on the part of Seller or IP LLC any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other federal, state, county, local, provincial or domestic or foreign governmental or regulatory authority or agency (a “Governmental Entity”), except for any filing, permit, authorization, consent or approval which if not obtained or made would not reasonably be expected to be material to the Business taken as a whole; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subjectDesignated Contract, except where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or failure to give notice waiver that would not have reasonably be expected to be material to the Business taken as a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of whole; or (d) violate any director order, writ, injunction or officer of the Corporationdecree specifically naming, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act]or statute, the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice rule or regulation applicable to, make Seller or any filing with, of its properties or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement assets, except where the failure to give notice, to file, or to obtain for any authorization, consent, or approval violation that would not have reasonably be expected to be material to the Business taken as a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreementwhole.

Noncontravention. To the knowledge None of any director or officer of the Buyer, neither the execution and the delivery by Member or EOC Beneficial Owner of this AgreementAgreement or any Related Agreement to which Member or EOC Beneficial Owner is or will become a party, nor the performance by Member or EOC Beneficial Owner of its obligations under this Agreement and such Related Agreements or the consummation of the transactions contemplated herebyTransactions, will including the EOP Contribution or EOC Contribution, will: (ia) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, Law applicable to such Member or other restriction EOC Beneficial Owner; (b) in the case of any governmentMember that is not a natural Person, governmental agency, or court to which the Buyer is subject or violate any provision of the charter or bylaws of the Buyer or such Member’s Organizational Documents; (iic) conflict with, result in a breach of, constitute a default underunder (with or without notice or lapse of time, or both), result in the acceleration of, create in any party Party the right to modify, accelerate, terminate, modify, terminate or cancel, or require any notice consent or approval of any Person under any agreementlease, contract, leasesublease, license, instrument sublicense, franchise, Permit, agreement for borrowed money, or other arrangement agreement or instrument to which the Buyer such Member or EOC Beneficial Owner is a party or by which it such Member or EOC Beneficial Owner is bound or to which any of its assets is subjectbound, except where such Member or EOC Beneficial Owner has obtained (or, prior to Closing will have obtained) the consent of or waiver from the other party to such agreement or instrument; (d) result in the creation of any Lien on such Member’s EOP Units or EOC Units, as applicable; or (e) require a Filing with or the obtainment of a Permit from any Governmental Authority, except, in the case set forth in clauses (a), (c), and (e), such violation, conflict, breach, default, acceleration, termination, modification, cancellationcreation of a right, or failure to give notice requirement that (i) would not reasonably be expected to have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing withMaterial Adverse Change, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval (ii) would not have a material adverse effect on prevent, impede or delay such Member or EOC Beneficial Owner from consummating the ability of the Parties to consummate the transactions contemplated by this AgreementTransactions.

Noncontravention. To the knowledge of any director or officer of the Buyer, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (iA) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, applicable Law or other restriction Order of any government, governmental agency, Governmental Authority or court to which the Buyer is subject or any provision Constituent Instruments of the charter or bylaws of the Buyer Seller or (iiB) except as set forth in Annex I attached hereto, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, agreement, contract, lease, license, or other instrument or other arrangement obligation to which the Buyer Seller or any of its Affiliates is a party or by which it is bound Seller or to which any of its assets is subjectAffiliates may be bound, except where the violation, conflict, breach, default, acceleration, for such defaults (or rights of termination, modification, cancellation, or failure acceleration) as to give notice which requisite waivers or consents have been, or will prior to the Closing be, obtained or which if not obtained or made would not have a material adverse effect on not, individually or in the ability aggregate, prevent or materially delay the consummation of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of Agreement or (C) require any director declaration, filing, or officer of the Corporationregistration with, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any or notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency Governmental Authority, other than (i) as specified in order for the Parties to consummate the transactions contemplated by this Agreement Annex I, except where the failure to give notice(ii) such declarations, to filefilings, registrations, notices, authorizations, consents, or to obtain any authorizationapprovals which, consentif not obtained or made, would not, individually or approval would not have a material adverse effect on in the ability aggregate, prevent or materially delay the consummation of the Parties to consummate the transactions contemplated by this Agreement, or (iii) any requirements which become applicable to the Seller as a result of the specific regulatory status any Buyer (or any of their respective Affiliates) or as a result of any other facts that specifically relate to any business or activities in which any Buyer (or any of its respective Affiliates) is or proposes to be engaged.

Noncontravention. To Subject to compliance with the knowledge of any director or officer applicable requirements of the BuyerSecurities Act and any applicable state securities laws, the Exchange Act, the HSR Act as well as premerger notification laws and regulations of other Governmental Entities, if applicable, and the filing of the Certificate of Merger as required by the Delaware General Corporation Law, neither the execution and delivery by the delivery Buyer or the Transitory Subsidiary of this Agreement or (in the case of the Buyer) the Escrow Agreement, nor the consummation by the Buyer or the Transitory Subsidiary of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter or bylaws by-laws of the Buyer or the Transitory Subsidiary, (iib) require on the part of the Buyer or the Transitory Subsidiary any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which the Buyer or the Transitory Subsidiary is a party or by which it either is bound or to which any of its their assets is are subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modification, cancellation, modification or failure to give notice cancellation which would not have a material adverse effect on adversely affect the ability consummation of the Parties to consummate the transactions contemplated by this Agreement. To hereby or (ii) any notice, consent or waiver the knowledge absence of any director or officer which would not adversely affect the consummation of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement hereby, or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Buyer or the Transitory Subsidiary or any of their properties or assets, except where in the failure to give notice, to file, or to obtain any authorization, consent, or approval case of clause (c) above as would not have have, individually or in the aggregate, a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementBuyer Material Adverse Effect.

Noncontravention. To the knowledge of any director or officer Knowledge of the Buyer, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter or bylaws of the Buyer or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice would not have a material adverse effect on the financial condition of the Buyer or on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer Knowledge of the CorporationBuyer, and other than in connection with the provisions of the [Oklahoma Delaware General Corporation Act and Law, the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation Buyer does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement, other than notices or filings that have been made, authorizations, consents or approvals that have been obtained or where the failure to give notice, to file, or to obtain any authorization, consent or approval would not have a material adverse effect on the financial condition of the Buyer or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. To the knowledge of any director or officer of the Buyer, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, by Royal Numico or Seller, will (ia) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, Law or other restriction of any government, governmental agency, or court Order to which Royal Numico, Seller, the Buyer Company or any of the Subsidiaries is subject or any provision of the charter Constituent Documents of Royal Numico, Seller, the Company or bylaws any of the Buyer Subsidiaries, or (iib) conflict withexcept as set forth in Section 2.06 of the Disclosure Schedule, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require cancel any notice under any agreement, contract, lease, license, instrument or other arrangement Contract to which Seller, the Buyer Company or any Subsidiary is a party or by which it is bound or to which any of its assets Assets is subjectsubject (or result in the imposition of any Lien upon any of its Assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellationcancellation or Lien would not, individually or failure in the aggregate, reasonably be expected to give notice would not have a material adverse effect on the ability Material Adverse Effect. None of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the CorporationRoyal Numico, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act]Seller, the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need Company or any Subsidiary is required to give any notice to, make any filing with, with or obtain any authorization, consent, consent or approval of any government or governmental agency Governmental Authority (i) in order for the Parties it to consummate the transactions contemplated by this Agreement or (ii) that, to Seller's Knowledge, will adversely affect the ability of Purchaser (other than due to any legal or regulatory facts specific to Purchaser) to consummate the transactions contemplated by this Agreement or to obtain the requisite financing in accordance with the commitment letters referred to in Section 3.08, except as disclosed in Section 2.06 of the Disclosure Schedule, and except where the failure to give notice, to file, file or to obtain any such authorization, consent, consent or approval would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

Noncontravention. To the knowledge of any director or officer Except as set forth on Section 2.3 of the BuyerDisclosure Schedule, neither the execution and the delivery of this AgreementAgreement by Seller, nor the consummation by Seller of the transactions contemplated hereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter certificate of incorporation or bylaws by-laws of the Buyer Company; (b) subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act”), require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any national, state, local or foreign court, arbitrational tribunal, administrative entity, agency or commission or other governmental or regulatory entity, authority or agency (iia “Governmental Entity”), except for any filing, permit, authorization, consent or approval which, if not obtained or made, would not reasonably be expected to result in a Company Material Adverse Effect; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, Lien (other than a Permitted Lien) or any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument or other arrangement of indebtedness to which the Buyer Company is a party or by which it the Company is bound or to which any of its assets is are subject, except where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or failure to give notice waiver that would not have reasonably be expected to result in a material adverse effect on Company Material Adverse Effect; (d) result in the ability creation of any Lien (other than a Permitted Lien) upon the Shares or any of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of Company’s assets; or (e) violate any director order, writ, injunction or officer of the Corporationdecree specifically naming, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act]or statute, rule or regulation applicable to, the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give Company or any notice to, make any filing with, of its properties or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement assets, except where the failure to give notice, to file, or to obtain for any authorization, consent, or approval violation that would not have reasonably be expected to result in a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementCompany Material Adverse Effect.

Noncontravention. To Subject to the knowledge of any director or officer filing of the BuyerCertificate of Merger as required by the DGCL, except as set forth in the Company Disclosure Schedule, neither the execution and delivery by the delivery Company of this AgreementAgreement and each other Transaction Document, nor the consummation by the Company of the transactions contemplated herebyhereby or thereby, will (ia) violate any constitutioncontravene, statute, regulation, rule, injunction, judgment, order, decree, ruling, chargeconflict with, or other restriction result in any violation or breach of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter Certificate of Incorporation or bylaws Bylaws of the Buyer or Company, (iib) conflict with, or result in a any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, result in the or give rise to a right of termination, recapture, cancellation or acceleration ofof any obligation or loss of a material benefit, create in any party the right to accelerate, terminate, modify, require a consent or cancel, waiver under or require any notice the payment of a penalty under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, leaseinstrument, licensepermit, instrument concession, franchise, contractual right or other arrangement license agreement binding upon the Company, or result in the creation of any Security Interest upon any of the properties or assets of the Company, or (c) subject to which compliance with the Buyer is a party requirements specified in Section 2.4, conflict with or by which it is bound violate any law, order, writ, injunction, decree, statute or regulation applicable to which the Company or any of its assets is subjector their respective properties or assets, except where in the violationcase of clauses (b) and (c) of this Section 2.5 for any such breaches, conflictdefaults, breachpenalties, defaultviolations, defaults, terminations, recaptures, cancellations, acceleration, terminationlosses, modification, cancellationLiens, or failure to give notice conflicts and for any consents or waivers not obtained, that, individually or in the aggregate, would not have a material adverse effect on the ability of the Parties or reasonably be expected to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementCompany Material Adverse Effect.

Noncontravention. To the knowledge of any director or officer of the Buyer, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, Governmental Body or court to which any of the Buyer Company and its Subsidiaries is subject or any provision of the charter certificate of incorporation or bylaws of any of the Buyer Company and its Subsidiaries or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement Contract to which any of the Buyer Company and its Subsidiaries is a party or by which it is bound or to which any of its assets is subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice would not have a Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other Other than in connection with the provisions of the [Oklahoma Hart-Scott-Rodino Act, the Delaware General Corporation Act and the Colorado Business Corporation Act]Law, the Securities Exchange Se▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Act, the Securities Act, and the state securities laws, the Corporation does not need Communications Act of 1934, as amended, and as set forth on ss. 3(d) of the Company Disclosure Schedule, none of the Company and its Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency Governmental Body in order for the Parties to consummate the transactions contemplated by this Agreement or execute, deliver and perform its obligations under this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. To the knowledge of any director or officer Except as set forth in Section 2.4 of the BuyerDisclosure Schedule, and subject to the filing of the Agreement of Merger as required by the California Corporations Code, neither the execution and delivery by the delivery Company of this Agreement, nor the consummation by the Company of the transactions contemplated hereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter articles of incorporation or bylaws of the Buyer Company, as amended to date, bylaws or other organizational document of any Subsidiary (iias defined below), (b) require on the part of the Company or any Subsidiary any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a “Governmental Entity”), except for such permits, authorizations, consents and approvals for which the Company is obligated to use its Reasonable Best Efforts to obtain pursuant to Section 4.2(a), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party Party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which the Buyer Company or any Subsidiary is a party or by which it the Company or any Subsidiary is bound or to which any of its their assets is subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modificationmodification or cancellation in any contract or instrument set forth in Section 2.4 of the Disclosure Schedule, cancellationfor which the Company is obligated to use its Reasonable Best Efforts to obtain waiver, consent or failure approval pursuant to give notice Section 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modification or cancellation which, individually or in the aggregate, would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the ability consummation of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of hereby or (iii) any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to fileconsent or waiver the absence of which, individually or to obtain any authorizationin the aggregate, consent, or approval would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the ability consummation of the Parties to consummate the transactions contemplated by hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets. For purposes of this Agreement: “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business (as defined below) of the Company and not material to the Company; and “Ordinary Course of Business” means the ordinary course of the Company’s business, consistent with past custom and practice (including with respect to frequency and amount).

Noncontravention. To Subject to compliance with the knowledge of any director or officer applicable requirements of the BuyerSecurities Act and any applicable state securities laws, the Exchange Act and the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and the filing of the Merger Filings as required by the California General Corporation Law, neither the execution and delivery by the delivery Buyer, the Transitory Subsidiary or Buyer LLC of this AgreementAgreement or (in the case of the Buyer) the Escrow Agreements, nor the consummation by the Buyer, the Transitory Subsidiary or Buyer LLC of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter or bylaws By-laws or other organization documents of Buyer, the Transitory Subsidiary or Buyer LLC, (b) require on the part of the Buyer, the Transitory Subsidiary or Buyer LLC any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which the Buyer, the Transitory Subsidiary or Buyer LLC is a party or by which it either is bound or to which any of its their assets is are subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modification, cancellation, modification or failure to give notice cancellation which would not have a material adverse effect on adversely affect the ability consummation of the Parties to consummate the transactions contemplated by this Agreement. To hereby or (ii) any notice, consent or waiver the knowledge absence of any director or officer which would not adversely affect the consummation of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to filehereby, or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to obtain the Buyer, the Transitory Subsidiary or Buyer LLC or any authorization, consent, of their properties or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreementassets.

Noncontravention. To Subject to the knowledge of any director or officer filing of the BuyerCertificate of Merger as required by the NRS, neither the execution and the delivery by NCR of this AgreementAgreement or the Transaction Documentation to which it is a party, nor the consummation by NCR of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter organizational documents or bylaws of NCR (b) require on the Buyer part of NCR any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by NCR following the Effective Time, (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which the Buyer NCR is a party or by which it either is bound or to which any of its their assets is are subject, except where except, in the violationcase of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification, cancellation, modification or failure to give notice cancellation which would not reasonably be expected to have a material adverse effect on NCR Material Adverse Effect and would not reasonably be expected to adversely affect the ability consummation of the Parties to consummate the transactions contemplated by this Agreement. To hereby or (ii) any notice, consent or waiver the knowledge absence of any director or officer which would not reasonably be expected to have a NCR Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement hereby, except where (d) result in the failure imposition of any Security Interest upon any assets of NCR or (e) violate any Laws applicable to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementNCR.

Noncontravention. To the knowledge of any director or officer of the Buyer(a) The execution, neither the execution delivery and the delivery performance of this Agreement, nor Agreement by Buyer and the consummation of the transactions contemplated hereby, by this Agreement and the Merger Agreement do not and will not (i) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, chargeprovision of, or other restriction result in the breach of Buyer Organizational Documents or any organizational documents of any governmentSubsidiaries of Buyer (including Merger Sub), governmental agency, (ii) conflict with or court to which the Buyer is subject or result in any violation of any provision of the charter any Law or bylaws Governmental Order applicable to Buyer, or any of the Buyer their respective properties or assets, (iiiii) violate, conflict with, result in a breach ofof any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration ofor trigger of any payment, create in any party the posting of collateral (or right to acceleraterequire the posting of collateral), terminatetime of payment, modifyvesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or cancel, or require provisions of any notice under any agreement, contract, lease, license, instrument or other arrangement Contract to which the Buyer or any Subsidiaries of Buyer (including Merger Sub) is a party or by which it is any of them or any of their respective assets or properties may be bound or to which affected, or (iv) result in the creation of any Lien upon any of its the properties or assets is subjectof Buyer or any Subsidiaries of Buyer (including Merger Sub), except where (in the violationcase of clauses (ii), conflict(iii) or (iv) above) for such violations, breachconflicts, defaultbreaches or defaults which would not, accelerationindividually or in the aggregate, termination, modification, cancellation, or failure reasonably be expected to give notice would not have a material adverse effect on the ability of the Parties Buyer to consummate the transactions contemplated by enter into and perform its obligations under this Agreement. To the knowledge of any director . (b) No consent, approval or officer of the Corporationauthorization of, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act]or designation, the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any declaration or filing with, any Governmental Authority is required on the part of Buyer with respect to its execution, delivery or obtain any authorization, consent, performance of this Agreement or approval the consummation of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement or the Merger Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability for applicable requirements of the Parties to consummate the transactions contemplated by this AgreementHSR Act and Federal Securities Laws.

Noncontravention. To the knowledge of any director or officer Except as set forth in Section 2.3 of the BuyerTarget Disclosure Schedule, neither the execution and the delivery by Target of this Agreement, nor the consummation by Target of any of the transactions contemplated hereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter certificate of incorporation or bylaws of Target; (b) require on the Buyer part of Target any registration, declaration or filing with, or any permit, order, authorization, consent or approval of, any Governmental Entity, except for (i) any registration, declaration, filing, permit, order, authorization, consent or approval which if not made or obtained would not reasonably be expected to be materially *Confidential Treatment Requested. Omitted portions filed with the Commission. adverse to Target and its Subsidiaries, taken as a whole, or the Current Target Business, and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (c) (i) in any material respect, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under any Material Contract, or (ii) create in any party the any right to accelerate, terminate, terminate or modify, or cancelin any material respect, any Material Contract, or (iii) require any notice notice, consent, approval or waiver under any agreementMaterial Contract that is necessary for the consummation by Target of the Merger and the transactions contemplated under this Agreement, contractincluding, leasebut not limited to, licenseall consents, instrument waivers, notices and approvals that are necessary or other arrangement required on the part of Target in connection with, or as a result of, the Merger to which preserve all of Target’s rights and benefits in its business, assets, properties, leases and Material Contracts following the Buyer is a party Merger; (d) violate any order, writ, injunction or by which it is bound decree applicable to Target or to which any of its assets is subjectproperties or assets, except where the violationfor any violation that would not reasonably be expected to be materially adverse to Target and its Subsidiaries, conflict, breach, default, acceleration, termination, modification, cancellationtaken as a whole, or failure the Current Target Business; (e) violate any statute, rule or regulation applicable to give notice Target or its properties or assets, except for any violation that would not have reasonably be expected to be materially adverse to Target and its Subsidiaries, taken as a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing withwhole, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementCurrent Target Business.

Noncontravention. To Subject to (1) the knowledge of any director or officer receipt of the BuyerStockholder Approvals, neither (2) compliance with the execution applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the delivery of “Exchange Act”), other applicable foreign securities laws, and state securities, takeover and “blue sky” laws, as may be required in connection with this Agreement, nor the consummation of Agreement and the transactions contemplated hereby, will (i3) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision filing of the charter or bylaws Certificate of Merger with the Secretary of State of Delaware, (4) any filings with and approvals of the Buyer New York Stock Exchange, Inc. (the “NYSE”) and (5) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or (ii) conflict withmade, result in a breach of, constitute a default under, result individually or in the acceleration ofaggregate, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice has not had and would not reasonably be expected to have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act]Company Material Adverse Effect, the Securities Exchange Act, execution and delivery of this Agreement by the Securities ActCompany does not, and the state securities laws, consummation by the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval Company of any government or governmental agency in order for the Parties to consummate Merger and the other transactions contemplated by this Agreement and compliance by the Company with the provisions of this Agreement will not, except where the failure to give notice, to file(i) conflict with, or to obtain result in any authorizationviolation of the Existing Charter, consentthe Existing Bylaws or the comparable organizational documents of any Company Subsidiary that is a “Significant Subsidiary” (as such term is defined in Rule 12b-12 under the Exchange Act), (ii) result in any violation or breach of, or approval default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, modification, cancelation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any pledges, liens, charges, encumbrances, adverse claims or security interests of any kind or nature whatsoever (collectively, “Liens”) in or upon any of the properties, rights or assets of the Company or any of the Company Subsidiaries pursuant to any Contract filed by the Company with the SEC, furnished by the Company to the SEC, or incorporated by reference, in each case, as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K in the Company’s Annual Report on Form 10-K for its fiscal year ended February 2, 2018 or in any Quarterly Report on Form 10-Q filed subsequent thereto through the date hereof or (iii) result in any violation or breach of, or default (with or without notice or lapse of time, or both) under any Law applicable to the Company, or any of the Company Subsidiaries or any of their respective properties, rights or assets or, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights of termination, modification, cancelation or acceleration, losses or Liens that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementCompany Material Adverse Effect.

Noncontravention. To Subject to compliance with the knowledge of any director or officer applicable requirements of the Buyer▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and the filing of the Merger Filings as required by the California General Corporation Law, neither the execution and delivery by the delivery Company of this Agreement, nor the consummation by the Company of the Merger, the Final Merger or the other transactions contemplated hereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter Articles of Incorporation or bylaws By-laws of the Buyer Company or the charter, by-laws or other organizational document of any Subsidiary, (iib) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which the Buyer Company or any Subsidiary is a party or by which it the Company or any Subsidiary is bound or to which any of its their respective assets is subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modificationmodification or cancellation which, cancellationindividually or in the aggregate, or failure to give notice would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the ability consummation of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of hereby or (ii) any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to fileconsent or waiver the absence of which, individually or to obtain any authorizationin the aggregate, consent, or approval would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the ability consummation of the Parties to consummate the transactions contemplated by this Agreementhereby, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets.

Noncontravention. To the knowledge of any director or officer of the Buyer, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, hereby (including the assignments and assumptions referred to in Article II) will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, chargeconflict with or result in a breach of the certificate of incorporation or bylaws, or other restriction organizational documents, of Buyer, (ii) subject to any governmentconsents required to be obtained from any Governmental Entity, governmental agencyviolate any Law to which Buyer is, or court to which the Buyer is subject its assets or any provision of the charter or bylaws of the Buyer properties are subject, or (iiiii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement Contract to which the Buyer is a party or by which it is bound bound, except, in the case of either clause (ii) or to which any of its assets is subject(iii), except where the violationfor such conflicts, conflictbreaches, breachdefaults, defaultaccelerations, acceleration, termination, modification, cancellation, rights or failure failures to give notice as would not have a material adverse effect on not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair to the ability of the Parties Buyer to consummate the transactions contemplated by this AgreementAgreement or by the Related Agreements. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does Buyer is not need required to give any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government or governmental agency Governmental Entity in order for the Parties to consummate the transactions contemplated by this Agreement or any of the Related Agreement, except where the failure to give notice, to file, file or to obtain any such authorization, consent, consent or approval would not have a material adverse effect on not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair to the ability of the Parties Buyer to consummate the transactions contemplated by this AgreementAgreement or by the Related Agreements.

Noncontravention. To Subject to compliance with the knowledge of any director or officer applicable requirements of the Buyer▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and the filing of the Articles of Merger as required by the NCBCA, and except as set forth in Section 2.4 of the Disclosure Letter, neither the execution and delivery by the delivery Company of this Agreement, nor the consummation by the Company of the transactions contemplated hereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter Articles of Incorporation or bylaws Bylaws of the Buyer Company or the charter, bylaws or other organizational document of any Subsidiary, (iib) require on the part of the Company or any Subsidiary any permit, authorization, consent or approval of, any Governmental Entity, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modifymodify or cancel any material contract or instrument (including, or cancelwithout limitation, or require any notice under any agreement, contract, lease, license, instrument or other arrangement Lease) to which the Buyer Company or any Subsidiary is a party or by which it the Company or any Subsidiary is bound or to which any of its their respective assets is subject, except (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary, or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets, except, in the case of clauses (b) through (e) above, where any such failure to provide the violationappropriate notice or obtain the appropriate permit, authorization, consent or approval, or where any such conflict, breach, default, acceleration, termination, modification, modification or cancellation, or failure to give notice any such imposition of any Security Interest, has not had, or would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementCompany Material Adverse Effect.

Noncontravention. To Subject to compliance with the knowledge of any director or officer applicable requirements of the BuyerSecurities Act and any applicable state securities laws, the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended (the "HART-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇") and applicable foreign antitrust laws (if any) and the filing of the Certificate of Merger as required by the Delaware General Corporation Law, neither the execution and the delivery of this AgreementAgreement by the Company or any of the Company Stockholders, nor the consummation by the Company or any of the Company Stockholders of the transactions contemplated hereby, will (i) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter or bylaws By-laws of the Buyer or Company, (ii) require on the part of the Company or any of the Company Stockholders any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "GOVERNMENTAL ENTITY"), (iii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument Lease or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subjectMaterial Contract (as such terms are defined herein), except where to the violation, extent any such conflict, breach, default, acceleration, termination, modification, modification or cancellation, or the failure to give notice or obtain any such notice, consent or waiver, would not have a Company Material Adverse Effect, (iv) result in the imposition of any Encumbrance upon the Company Shares or any material adverse effect on the ability assets or properties of the Parties Company or (v) violate any order, writ, injunction, decree, statute, rule or regulation applicable to consummate the transactions contemplated by this Agreement. To the knowledge of Company, any director or officer of the CorporationCompany Stockholders or any of their respective assets or properties, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need which violation could reasonably be expected to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementCompany Material Adverse Effect.

Noncontravention. To the knowledge of any director or officer of the Buyer, neither Neither the execution and the delivery of this AgreementAgreement nor the Related Agreements, nor the consummation of the transactions contemplated herebyhereby or thereby will conflict with or result in a breach of the Merger Agreement or the OfficeMax Consent or except as set forth on Section 3.3 of the Disclosure Schedule, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, chargeconflict with or result in a breach of the certificate of incorporation or bylaws, or other restriction organizational documents of ODP or Seller, (ii) violate any government, governmental agencymaterial law or Decree to which ODP or Seller is, or court to which the Buyer is its respective assets or properties are, subject or any provision of the charter or bylaws of the Buyer or (iiiii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement material Contract to which the Buyer ODP or Seller is a party or by which it is bound or to which any of its assets is subject, except (A) in the case in clause (ii) where the such violation, conflict, breach, default, acceleration, right, termination, modificationmedication, cancellation, cancelation or failure to give notice would not have a material adverse effect on the ability of the Parties Seller or its Affiliates to consummate the transactions contemplated by this AgreementAgreement and the Related Agreements on a timely basis and (B) with respect to clause (iii) neither the Continuing Agreements nor the Non-Continuing Agreements shall be considered “material Contracts” subject to such representation and warranty. To Other than the knowledge of any director or officer applicable requirements of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act Antitrust Law and the Colorado Business Corporation Act]Brand Filings, the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need neither ODP nor Seller is required to give any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government or governmental agency Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement or any Related Agreement, except where the failure to give or make or obtain any such notice, to filefiling, or to obtain any authorization, consent, consent or approval would not have a material adverse effect on the ability of the Parties Seller or its Affiliates to consummate the transactions contemplated by this AgreementAgreement and the Related Agreements on a timely basis.

Noncontravention. To (a) The execution and delivery by the knowledge Company of this Agreement and the Transaction Documents, the consummation of the Merger and the other transactions contemplated hereby and thereby and the compliance by the Company with the provisions of this Agreement and the Transaction Documents do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any director obligation or officer to a loss of a material benefit under, or result in the creation of any Lien in or upon any of the Buyerproperties or assets of the Company under, neither or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the Constitutive Documents of the Company, (ii) except as set forth in Section 2.5(a)(ii) of the Disclosure Schedule, any loan or credit agreement, bond, debenture, note, mortgage, indenture, guarantee, lease or other Contract to which the Company is a party or bound by or its properties or assets are bound by or subject to or otherwise under which the Company has rights or benefits or (iii) subject to the governmental filings and other matters referred to in Section 2.5(a)(ii), any (1) Law or (2) Judgment, in each case, applicable to the Company or its properties or assets, except, in the case of clauses (ii) and (iii), for such matters as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. (b) No consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to the Company in connection with the execution and delivery by the delivery Company of this Agreement, nor the Transaction Documents, the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby or the compliance by the Company with the provisions of this Agreement and the Transaction Documents, except for (i) the filing of the Delaware Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, and (ii) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made individually or in the aggregate would not impair the ability of the Company to perform its obligations under this Agreement and the Transaction Documents or prevent or materially impede or delay the consummation of the Merger or any of the other transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, hereby and thereby or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter or bylaws of the Buyer or (ii) conflict with, result in cause a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Change.

Noncontravention. To Subject to compliance with the knowledge of any director or officer applicable requirements of the BuyerHSR Act, neither none of the execution and the delivery by each of Parent and Seller of this AgreementAgreement and the other Transaction Documents to which it is a party, nor the performance by Parent and Seller of their respective obligations hereunder and thereunder and the consummation by Parent and Seller of the transactions contemplated herebyhereby and thereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter or bylaws (or equivalent or comparable documents) of Parent, Seller, the Company or the Subsidiary, (b) except as set forth in Section 2.13(b) of the Buyer Disclosure Schedule, require on the part of Parent, Seller, the Company or the Subsidiary the making or obtaining of any Permit or other Consent, except where the failure to obtain any such Permit or Consent required with respect to any Government Contract would not result in a Company Material Adverse Effect, (iic) conflict with, result in (with or without due notice or lapse of time or both) a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under Consent under, or result in the loss of any agreementrights, privileges, options or alternatives under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed arrangement, instrument of indebtedness, Security Interest, commitment or other arrangement or understanding, to which Parent, Seller, the Buyer Company or the Subsidiary is a party or by which it Parent, Seller, the Company or the Subsidiary is bound or to which any of its their respective assets is subject, except where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, Consent, or failure to give notice loss of rights, privileges, opinions or alternatives that would not have a material adverse effect on Company Material Adverse Effect, (d) result in the ability imposition of any Share Encumbrance upon the Company Shares, (e) except as set forth in Section 2.13(e) of the Parties to consummate Disclosure Schedule, result in the transactions contemplated by this Agreement. To the knowledge imposition of any director or officer Security Interest upon any assets of the CorporationParent, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act]Seller, the Securities Exchange ActCompany or the Subsidiary, or (f) violate in any material respect any Applicable Law applicable to Parent, Seller, the Securities Act, Company or the Subsidiary or any of their respective properties or assets (it being understood that the accuracy of this representation as to compliance with applicable Federal and the state securities laws, is dependent in part on, and assumes the Corporation does not need to give any notice toaccuracy of, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency Buyer's representations in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementSections 3.5 and 3.6).

Noncontravention. To Subject to compliance with the knowledge of any director or officer applicable requirements of the BuyerSecurities Act, any applicable state securities laws and the Exchange Act and the filing of the Certificate of Merger as required by the DGCL and the Certificate of Amendment to the Certificate of Incorporation of Winning Edge to effect the Reverse Stock Split, neither the execution and the delivery of this Agreement, nor the consummation by Winning Edge or the Merger Sub of the transactions contemplated herebyhereby or thereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter Certificate of Incorporation or bylaws Bylaws of Winning Edge or the Buyer Merger Sub; (b) require on the part of Winning Edge or the Merger Sub any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than those (i) required solely by reason of ProGames’s participation in the transactions contemplated hereby or (ii) to be made by ProGames or (iii) any filing, permit, authorization, consent or approval which, if not made or obtained, would not have a Material Adverse Effect on Winning Edge; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument or other arrangement to which contract listed in Section of the Buyer is a party or by which it is bound or to which any of its assets is subjectWinning Edge Disclosure Letter, except where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or failure waiver that would not reasonably be expected to give notice have a Material Adverse Effect on Winning Edge or the Merger Sub; (d) result in the imposition of any Security Interest upon any assets of Winning Edge or the Merger Sub; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Winning Edge or the Merger Sub or any of their properties or assets, except for any violation that would not have a material adverse effect Material Adverse Effect on Winning Edge or the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementMerger Sub.

Noncontravention. To Subject to compliance with the knowledge of any director or officer applicable requirements of the Buyer▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act"), and applicable foreign antitrust or trade regulation laws, neither the execution and the delivery by any Seller of this AgreementAgreement or the Ancillary Agreements to which such Seller will be a party, nor the consummation by any Seller of the transactions contemplated herebyhereby or thereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter or bylaws of any Seller; (b) except for consents to transfer or novations required with respect to contracts with Governmental Entities, require on the Buyer part of any Seller any filing, designation, declaration or registration with, or any permit, authorization, consent or approval of, any Governmental Entity, except for any filing, designation, declaration, registration, permit, authorization, consent or approval which if not obtained or made would not, individually or in the aggregate, reasonably be expected to result in an AIS Material Adverse Effect; (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, result in the loss of a benefit or increase in liabilities or fees under, create in any party the right to accelerate, terminate, cancel or modify, or cancel, or require any notice under notice, consent, approval, authorization or waiver under, any agreement, contract, lease, license, instrument Assigned Contract or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subjectReal Estate Lease, except where the violation, for (i) any conflict, breach, default, acceleration, terminationloss, modification, cancellationincrease, or failure right to give notice terminate, cancel or modify that would not have a material adverse effect on not, individually or in the ability of the Parties aggregate, reasonably be expected to consummate the transactions contemplated by this Agreement. To the knowledge of result in an AIS Material Adverse Effect or (ii) any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorizationnotice, consent, approval, authorization or approval waiver the absence of which would not, individually or in the aggregate, reasonably be expected to result in an AIS Material Adverse Effect; (d) violate any order, writ, injunction, judgment, ruling, decision or decree specifically naming, or statute, rule, law, ordinance or regulation applicable to, any Seller or any of their respective properties or assets or the Acquired Assets or Assumed Liabilities, except for any violation that would not, individually or in the aggregate, reasonably be expected to result in an AIS Material Adverse Effect; or (e) result in the creation of any government or governmental agency Encumbrance (as defined in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain Section 2.8) upon any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementAcquired Assets.

Noncontravention. To the knowledge of any director or officer Except as set forth on Section 4.4 of the BuyerDisclosure Schedule, neither none of the execution and authorization, execution, or delivery by the delivery Company of, or performance by the Company of its covenants or agreements in, this AgreementAgreement or any Ancillary Agreement to which the Company is (or with respect to Ancillary Agreements to be entered into at the Closing, will be) a party, nor the consummation by the Company of the transactions Contemplated Transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, in this Agreement or other restriction of any government, governmental agency, or court the Ancillary Agreements to which the Buyer Company is subject a party, will: (a) contravene, violate or conflict with any Laws applicable to the Company or any provision of its properties or assets; (b) except as set forth on Section 4.4(b) of the charter or bylaws of the Buyer or (ii) Disclosure Schedule, conflict with, result in a breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the or give rise to any right of termination, cancellation, purchase, sale, acceleration of, create in any party the right to accelerate, terminate, modify, or cancelmodification with respect to, or require any notice under consent (or, solely with respect to Key Customers and Key Suppliers, any agreementnotice), contractor result in the triggering of any payments or in the loss of any benefit under, lease, license, instrument and provision of (i) any Disclosed Contract; or other arrangement to which (ii) the Buyer is a party or by which it is bound or to which any Organizational Documents of its assets is subjectthe Company, except where in the violationcases of clause (i) for such violations, conflict, breach, default, acceleration, breach or default termination, modification, cancellation, acceleration or failure to give notice modification that would not have a reasonably be expected, individually or in the aggregate, to (x) be material adverse effect on to the Company or (y) impair or materially delay, individually or in the aggregate, the ability of the Parties Company to perform its obligations under this Agreement or the Ancillary Agreements or to consummate the transactions contemplated by this Agreement. To hereby or thereby, as applicable; or (c) except as set forth on Section 4.4(c) of the knowledge Disclosure Schedule, result in the creation of any director or officer Encumbrance (other than Permitted Encumbrances) on any Assets of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, Company or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementCompany Interests.

Noncontravention. To Except for the knowledge of any director or officer of the BuyerHSR Clearance, neither the execution and the execution, delivery or performance by Buyer of this AgreementAgreement and each Ancillary Agreement to which Buyer is or will be a party, nor the consummation of the transactions contemplated herebyhereby or thereby, will (i) violate any constitutionprovision of the Organizational Documents of Buyer, statute(ii) assuming compliance by the Companies with Section 3.03 (Noncontravention) and Sellers with Section 4.02 (Noncontravention), regulationviolate or conflict with any provision of any Law, rule, injunction, judgment, order, decree, ruling, charge, order or other restriction of any government, governmental agency, or court Governmental Authority to which the Buyer is subject or any provision of the charter or bylaws of the Buyer or (iiiii) violate, conflict with, result in a breach of, constitute a default under(or an event that, with due notice or lapse of time or both, would become a default) under or result in the acceleration of, or create in any party thereto the right to accelerate, terminate, modify, terminate or cancel, or require any consent or notice under, or result in the creation or imposition of any Lien (other than a Permitted Lien) on any property, asset or right of Buyer under any agreement, contract, lease, license, instrument or other arrangement Contract to which the Buyer is a party or by which it is bound or to which any of its Buyer’s assets is subjectare bound, except except, in each case, where the violation, conflict, breach, defaultdefault or acceleration would not, accelerationindividually or in the aggregate, termination, modification, cancellation, materially impair or failure to give notice would not delay or have a material adverse effect on the Buyer’s ability of the Parties to consummate the transactions contemplated by hereby or otherwise perform its obligations under this Agreement or any Ancillary Agreement. To Except for the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act]HSR Clearance, the Securities Exchange Act, the Securities Act, execution and the state securities laws, the Corporation does delivery by Buyer of this Agreement and each Ancillary Agreement to which Buyer is a party do not need to give require any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement Governmental Authority, except where for consents or approvals the failure to give notice, to file, or of which to obtain any authorization, consent, or approval would not materially impair or materially delay or otherwise have a material adverse effect on the Buyer’s ability of the Parties to consummate the transactions contemplated by hereby or otherwise perform its obligations under this Agreement or any Ancillary Agreement.

Noncontravention. To the knowledge of any director or officer Except as disclosed on Schedule 3.4, none of the Buyerexecution, neither the execution and the delivery or performance by a Group Company of this Agreement, Agreement or any Ancillary Agreement to which it is (or will be) a party nor the consummation of the transactions contemplated herebyContemplated Transactions will: (a) assuming the taking of any action by (including any authorization, will (i) consent or approval), or in respect of, or any filing with, any Governmental Authority, in each case, as disclosed on Schedule 3.3, violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court Legal Requirement applicable to which the Buyer is subject or any provision of the charter or bylaws of the Buyer or a Group Company; (iib) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subject, except where the violation, conflict, breach, defaultmodification, acceleration, termination, breach or violation of, or default under, or give rise to any right of acceleration or termination under any Contract of any Group Company, except where such modification, cancellationacceleration, termination, breach, violation, default or failure to give notice other event has not had and would not reasonably be expected to have a material adverse effect on the ability of the Parties to consummate the transactions contemplated Material Adverse Effect; (c) require any action by this Agreement. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain (including any authorization, consent, consent or approval approval) or in respect of (including notice to) any Person under any Contract of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement Group Company, except where the failure to give notice, take such action has not had and would not reasonably be expected to filehave a Material Adverse Effect; (d) result in the creation or imposition of an Encumbrance upon, or the forfeiture of, any Asset, except where such result has not had and would not reasonably be expected to obtain have a Material Adverse Effect; or (e) result in a breach or violation of, or default under, the organizational documents of any Group Company. The Unitholder Consent satisfies all authorization, consentconsent and approval requirements under the LLC Agreement and the DLLCA and no other authorization, consent or approval would not have is required under the LLC Agreement or the DLLCA in connection with the execution, delivery or performance by the Company of this Agreement or any Ancillary Agreement to which it is (or will be) a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreementparty.

Noncontravention. To the knowledge of any director or officer of the Buyer, neither the (a) The execution and the delivery by Buyer and Merger Sub of this Agreement, nor the consummation of the Merger and the other transactions contemplated hereby, hereunder and the compliance by Buyer and Merger Sub with the provisions of this Agreement will not (i) violate result in the breach of any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, chargeof the terms or conditions of, or other restriction constitute a default under or violate, as the case may be, the Constitutive Documents of any government, governmental agency, Buyer or court to which the Buyer is subject or any provision of the charter or bylaws of the Buyer Merger Sub or (ii) conflict withviolate any Law or Judgment applicable to, result in a breach or Contract of, constitute a default underBuyer or Merger Sub, result other than any such breaches, defaults or violations that individually or in the acceleration of, create aggregate would not impair in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice would not have a material adverse effect on respect the ability of each of Buyer and Merger Sub to perform its obligations under this Agreement, or prevent or materially impede or delay the Parties to consummate consummation of the Merger or any of the other transactions contemplated hereunder. (b) No consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required by this Agreement. To the knowledge of any director or officer of the Corporation, and other than with respect to Buyer or Merger Sub in connection with the provisions execution and delivery by Buyer and Merger Sub of this Agreement, the consummation by Buyer and Merger Sub of the [Oklahoma General Corporation Act Merger and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the other transactions contemplated by this Agreement or the compliance by Buyer and Merger Sub with the provisions of this Agreement, except where for (i) filing of the Certificate of Merger with the office of the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (ii) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to give notice, to file, be obtained or to obtain any authorization, consent, made individually or approval in the aggregate would not have a impair in any material adverse effect on respect the ability of each of Buyer and Merger Sub to perform its obligations under this Agreement, or prevent or materially impede or delay the Parties to consummate consummation of the Merger or any of the other transactions contemplated by this Agreementhereunder.

Noncontravention. To Subject to the knowledge of any director or officer filing of the BuyerCertificate of Merger as required by the Delaware Act, neither the execution and delivery by the delivery Company of this AgreementAgreement or the Transaction Documents, nor the consummation by the Company of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter organizational documents or bylaws of the Buyer Company or any Company Subsidiary, as the case may be, (iib) require on the part of the Company or any Company Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any federal, state or local court, administrative or regulatory agency or commission or other governmental authority or instrumentality, domestic or foreign (“Governmental Entity”), other than required notification to the Financial Industry Regulatory Authority, Inc., (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which the Buyer Company or any Company Subsidiary, as the case may be, is a party or by which it either is bound or to which any of its their assets is are subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modification, cancellation, modification or failure to give notice cancellation which would not reasonably be expected to have a material adverse effect on Company Material Adverse Effect and would not reasonably be expected to adversely affect the ability consummation of the Parties to consummate the transactions contemplated hereby or by this Agreement. To the knowledge of any director or officer of the Corporationother Transaction Documents or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Company Material Adverse Effect and other than in connection with would not reasonably be expected to adversely affect the provisions consummation of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated hereby or by this Agreement any of the other Transaction Documents, (d) result in the imposition of any new Security Interest upon any assets of the Company or any Company Subsidiary or (e) violate any laws applicable to the Company or any Company Subsidiary, except where the failure to give notice, to file, or to obtain for any authorization, consent, or approval violation which would not reasonably be expected to have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementCompany Material Adverse Effect.

Noncontravention. To Except as set forth on Schedule 3.5 and except for applicable requirements under “blue sky” laws of various states and assuming all filings required under the knowledge of HSR Act and any director other Antitrust/FDI Laws are made and any waiting periods thereunder have expired or officer of the Buyerbeen terminated, neither the execution and the delivery of this Agreement, nor Agreement and the Ancillary Documents and consummation of the transactions contemplated herebyhereby or thereby and the fulfillment of and compliance with the respective terms hereof and thereof by each Seller and each Acquired Company, as applicable, will not (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter or bylaws of the Buyer or (iia) conflict with, with or result in a breach or a violation of, constitute a default underunder (whether with or without the passage of time, the giving of notice or both) the Organizational Documents of such Seller or any Acquired Company, (b) result in the creation of any Lien (other than Permitted Liens) upon, or the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in, any Equity Securities of any Acquired Company or any of the Acquired Companies’ assets, (c) violate any Law applicable to such Seller or any Acquired Company, (d) give up any third party right to modify, terminate or accelerate, or cause or result in any modification, termination or acceleration of, create any obligation, or cause or result in any party the disclosure, license or making available of any trade secrets of any Acquired Company under any Material Contract, or (d) create any right to acceleratepayment (concurrently or with the passage of time and/or the occurrence of one or more events or conditions) pursuant to any Material Contract, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subject, in each case except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice as (i) would not have a material adverse effect on the ability Material Adverse Effect or (ii) arises as a result of the Parties business or activities in which Buyer is or proposes to consummate the transactions contemplated by this Agreement. To the knowledge be engaged or as a result of any director acts or officer omissions by, or any facts pertaining to, Buyer. None of the CorporationAcquired Companies, and other than in connection Sellers nor any of their respective Affiliates is a party to or bound by any Contract with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need respect to give any notice to, make any filing with, or obtain any authorization, consent, or approval Transaction Matters which would interfere with their performance of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by their obligations under this Agreement.

Noncontravention. To the knowledge of any director or officer of the Buyer, neither Neither the execution and the delivery by Acquiror and Merger Sub of this Agreement, Agreement and the Ancillary Agreements nor the consummation by Acquiror and the Merger Sub of the transactions contemplated herebyhereby or thereby, will will: (ia) violate conflict with or result in any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction violation of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter respective Certificates of Incorporation, Articles of Incorporation or bylaws By-laws of Acquiror or Merger Sub; (b) require on the Buyer part of Acquiror or Merger Sub any filing with, or permit, authorization, consent or approval of, any Governmental Authority, except for any filing, permit, authorization, consent or approval which if not obtained or made would not reasonably be expected to result in an Acquiror Material Adverse Effect; (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, terminate or modify, or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument contract or other arrangement agreement to which the Buyer Acquiror or Merger Sub is a party or by which it Acquiror or Merger Sub is bound or to which any of its assets is subjectbound, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modification, cancellation, acceleration or failure right to give notice terminate or modify that would not reasonably be expected to result in an Acquiror Material Adverse Effect or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to result in an Acquiror Material Adverse Effect; (d) violate any order, writ, injunction or decree specifically naming the Acquiror or Merger Sub or any of their respective properties or assets which would reasonably be expected to have a material adverse effect on the ability an Acquiror Material Adverse Effect; or (e) violate any statute, rule or regulation applicable to Acquiror or Merger Sub or any of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director their respective properties or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement assets, except where the failure to give notice, to file, or to obtain for any authorization, consent, or approval violation that would not have a material adverse effect on the ability of the Parties reasonably be expected to consummate the transactions contemplated by this Agreementresult in an Acquiror Material Adverse Effect.

Noncontravention. To the knowledge of any director or officer Assuming that all consents, approvals, authorizations and permits described in Section 4.04 of the BuyerDisclosure Schedule have been obtained and all filings and notifications described in this Section 4.04 have been made, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, Law or other restriction of any government, governmental agency, or court Court Order to which the Buyer Company or any of its Subsidiaries is subject or subject, (ii) assuming the Requisite Stockholder Approval is obtained, violate any provision of the charter charter, bylaws or bylaws other governing documents of the Buyer Company or any of its Subsidiaries (the “Charter Documents”), or (iiiii) conflict with, result in a breach of, or constitute a default Default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement Contract to which the Buyer Company or any of its Subsidiaries is a party or by which it is bound or to which any of its assets Assets is subjectsubject (or result in the imposition of any Lien upon any of its Assets), except in the case of (i) and (iii) where the violation, conflict, breachDefault, default, acceleration, termination, modification, cancellation, or failure to give notice or Lien would not have a material adverse effect on the ability Material Adverse Effect. Except as set forth in Section 4.04 of the Parties to consummate Disclosure Schedule and except for the transactions contemplated by this Agreement. To the knowledge of any director or officer filing of the CorporationCertificate of Merger under the ORC, and other than in connection with the provisions pre-merger notification requirements of the [Oklahoma General Corporation HSR Act and foreign antitrust and competition law filings, neither the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need Company nor any of its Subsidiaries needs to give any notice to, make any filing with, with or obtain any authorization, consent, consent or approval of any government or governmental agency Governmental Body in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties parties to consummate the transactions contemplated by this Agreement, except where the failure to give any notice, make any filing with or obtain any authorization, consent or approval would not have a Material Adverse Effect.

Noncontravention. To the knowledge of any director or officer Except as set forth in §3(b) of the BuyerDisclosure Schedule as to the Shareholders’ Agreements, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will shall (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, decree or other restriction ruling of any government, governmental agency, agency or court to which any of the Buyer Shareholders or Generac is subject or any provision of the charter or bylaws Organizational Documents of any of the Buyer Shareholders or Generac or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under any agreement, contract, lease, license, license or instrument or other arrangement to which any of the Buyer Shareholders or Generac is a party or by which it is any of them are bound or to which any of its their assets is are subject, except where the such violation, conflict, breach, default, acceleration, termination, modification, cancellation, cancellation or failure to give notice would not have a Material Adverse Effect or a material adverse effect on the ability of the Parties Shareholders or Generac to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer Except for applicable requirements of the Corporation, ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and other than in connection for the filing of the Articles of Merger with the provisions DFI under Wisconsin Law, none of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need Shareholders nor Generac is required to give any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement Agreement, except where the failure to give notice, to file, file or to obtain any authorization, consent, consent or approval would not have, or would not reasonably be likely to have (individually or in the aggregate) a Material Adverse Effect or a material adverse effect on the ability of the Parties Shareholders or Generac to consummate the transactions contemplated by this Agreement.

Noncontravention. To the knowledge of any director or officer of the Buyer, neither Neither the execution and the delivery of this AgreementAgreement by the Sellers, the Optionholders and the Company, nor the consummation of the transactions contemplated hereby, will shall (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, decree or other restriction ruling of any government, governmental agency, or court Governmental Entity to which any of the Buyer Sellers, the Optionholders, the Company, its Subsidiaries or the assets of the Company or any of its Subsidiaries is subject or any provision of the charter or bylaws Constitutive Documents of any of the Buyer Sellers, the Optionholders, the Company or its Subsidiaries or (ii) conflict with, result in a breach of, constitute a default underunder or a violation of (with or without notice of lapse of time, or both), result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, give rise to the loss of a material benefit under, result in the creation of any Security Interest under or require any notice under any provision of any loan or credit agreement, bond, debenture, note, mortgage, indenture, lease or other written contract, leaseagreement, licenseobligation, instrument commitment, arrangement, understanding, instrument, permit or franchise or other arrangement legally binding obligation (each, including all amendments thereto, a “Contract”) to which any of the Buyer Sellers, the Company or any of its Subsidiaries is a party or by which it is any of them are bound or to which any of its their assets is are subject, except where except, in the violationcase of clause (ii), for any conflict, breach, default, violation, acceleration, termination, modification, cancellation, loss, Security Interest or failure to give notice that is not and would not have reasonably be expected to be material to the Company and its Subsidiaries, taken as a material adverse effect on whole. Except for applicable requirements of Competition Laws, including the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation HSR Act and the Colorado Business Corporation Competition Act], none of the Sellers, the Securities Exchange ActOptionholders, the Securities Act, and the state securities laws, the Corporation does not need Company or its Subsidiaries is required to give any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government or governmental agency Governmental Entity in order for the Parties Sellers, the Optionholders and the Company to consummate the transactions contemplated by this Agreement Agreement, except where the failure to give notice, to file, file or to obtain any authorization, consent, consent or approval is not and would not have reasonably be expected to be material to the Company and its Subsidiaries, taken as a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreementwhole.

Noncontravention. To the knowledge of any director or officer (a) Except as set forth on Section 4.4(a) of the BuyerDisclosure Schedule, neither the execution and the delivery of this Agreement, nor the consummation or performance of any of the transactions contemplated herebyContemplated Transactions, will will, except as would not reasonably be expected to be material to the Target Companies taken as a whole: (i) violate contravene, conflict with or result in a violation of (x) any constitutionApplicable Law of which the Company is aware or any Judgment to which any of the Target Companies are subject (assuming that all filings and notifications required in accordance with the HSR Act have been made and the applicable waiting period has expired or been terminated, statuteand assuming that the filing of the Certificate of Merger in accordance with the DGCL has been made), regulation(y) the provisions of any Material Contract, rule, injunction, judgment, order, decree, ruling, chargeany Company Benefit Plan, or other restriction any Material Permit of the Target Companies, or (z) the provisions of the Organizational Documents of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter or bylaws of the Buyer Target Company; or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration creation of any Lien (other than a Permitted Lien) upon or with respect to any of the assets of any Target Company. (b) Except for (i) the filings, notifications and waiting periods under the HSR Act, (ii) the filing of the Certificate of Merger (and any related filings) under the DGCL, and (iii) such consents, approvals, authorizations, filings or notices as are set forth in Section 4.4(b) of the Disclosure Schedule, no consent, approval, authorization of, create in or filing with or notice to, any party the right Governmental Entity or any other Person is required to accelerate, terminate, modify, be obtained or cancel, or require made by any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than Target Company in connection with the provisions execution and delivery of this Agreement or the consummation of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement Contemplated Transactions, except where the failure to give notice, to file, obtain or to obtain any authorization, consent, or approval make the same would not have reasonably be expected to be material to the Target Companies taken as a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreementwhole.

Noncontravention. To the knowledge of any director or officer of the BuyerThe execution, neither the execution delivery and the delivery performance of this Agreement, nor Agreement and each Ancillary Agreement to which any DSAC Party is (or is specified to be) a party by the DSAC Parties and the consummation of the transactions contemplated herebyhereby and thereby do not and will not (a) contravene, will (i) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, chargeprovision of, or result in the breach of, any Applicable Law, or the certificate of incorporation, bylaws or other restriction organizational documents of any government, governmental agency, or court to which the Buyer is subject DSAC Party or any provision Subsidiary of any DSAC Party, (b) assuming the receipt of the charter or bylaws of the Buyer or (ii) consents, approvals, authorizations and other requirements set forth in Section 6.03, conflict with, violate or result in a breach ofof any term, constitute a default under, result in the acceleration of, create in condition or provision of any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement material Contract to which the Buyer any DSAC Party or any Subsidiary of any DSAC Party is a party or by which it any DSAC Party or any Subsidiary of any DSAC Party is bound bound, or to which terminate or result in a default under, or require any consent, notice or other action by any Person under (with or without notice or lapse of time, or both) or the loss of any right under, or create any right of termination, acceleration or cancellation of any material Contract, or (c) result in the creation of any Lien (except for Permitted Liens) upon any of its the properties or assets is subjectof any DSAC Party or any Subsidiary of any DSAC Party or constitute an event which, except where the after notice or lapse of time or both, would reasonably be expected to result in any such violation, conflict, breach, defaulttermination or creation of a Lien, accelerationexcept in each case of clauses (a), termination, modification, cancellation, or failure (b) and (c) above to give notice the extent that the occurrence of each of the foregoing would not have reasonably be expected to be, individually or in the aggregate, material to the DSAC Parties as a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the knowledge of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreementwhole.

Noncontravention. To Except as set forth in SCHEDULE 5.2 and assuming the knowledge receipt by Closing of any director or officer of the Buyerall Required Consents, neither the execution and the delivery of this Agreement, Agreement nor the consummation of the transactions contemplated hereby, hereby will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, conflict with or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter or bylaws of the Buyer or (ii) conflict with, result in a violation or breach of any term or provision of, nor constitute a default under, the Formation Documents of the Acquired Companies or those of the Company; (ii) contravene, conflict with or result in a violation or breach of, or result in a default under, or result in the acceleration ofor cancellation of any obligation under, create or give rise to a right by any person to terminate, cancel, modify or amend in any party the right to accelerate, terminate, modify, or cancel, or require any notice material respect its obligations under any agreement, contract, lease, license, instrument or other arrangement Material Contract to which any Acquired Company or the Buyer Company is a party or by which it is bound any of them or their properties or assets are bound, (iii) contravene, conflict with or result in a violation of, or give any Governmental Authority or other Person the right to challenge the Transaction or to exercise any remedy or obtain any relief under, any legal requirement or any order, writ, injunction, judgment or decree to which the Company or any Acquired Company, or any of its the assets owned or used by the Company or any Acquired Company, is subject, except (iv) contravene, conflict with or result in a violation of any of the terms or requirements of any License held by the Company or any Acquired Company or that otherwise relates to the business or assets of any Acquired Company, or (v) result in the imposition or creation or perfection of any Lien upon or with respect to any asset or property owned, leased or used by the Company or any Acquired Company, or (vi) with the passage of time, the giving of notice, or the taking of any action by a third person, or any combination thereof, have any of the effects set forth in clauses (i) through (v) of this SECTION 5.2, except, with respect to clauses (ii), (iii), (iv) and (v), where the violation, such conflict, breachviolation, default, contravention, acceleration, terminationcancellation, modification, cancellation, amendment or failure to give notice Lien would not reasonably be expected to have a material adverse effect on the ability Material Adverse Effect. SCHEDULE 5.2 sets forth a complete and accurate list of (A) all holders of any outstanding indebtedness of the Parties to consummate Company or an Acquired Company, the transactions contemplated by this Agreement. To the knowledge lessors of any director real property leased by the Company or officer an Acquired Company and the holders of any options or warrants to which the CorporationCompany or an Acquired Company is a party or bound, and other than in each case whose Consent is required in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities ActTransaction, and (B) all other parties to any Material Contract to which the state securities laws, Company or an Acquired Company is a party or bound whose Consent is required in connection with the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement.Transaction

Noncontravention. To the knowledge of any director or officer of the BuyerThe execution, neither the execution delivery and the delivery performance of this Agreement, nor Agreement and each Ancillary Agreement to which the Company or Merger Sub is (or is specified to be) a party by the Company or Merger Sub and the consummation of the transactions contemplated herebyTransactions do not and will not (a) contravene, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of the charter or bylaws of the Buyer or (ii) conflict with, or violate any provision of, or result in the breach of any Applicable Law, (b) contravene, conflict with, or violate any provision of, or result in the breach of the Governing Documents of the Company or Merger Sub or any of their respective Subsidiaries, (c) assuming the receipt of the consents, approvals, authorizations and other requirements set forth in Section 5.03, conflict with, violate or result in a breach ofof any term, constitute condition or provision of any Significant Contract, or terminate or result in a default under, or require any consent, notice or other action by any Person under (with or without notice, or lapse of time, or both) or the loss of any right under, or create any right of termination, acceleration or cancellation of, any Significant Contract, or (d) result in the acceleration ofcreation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or Merger Sub or any of their respective Subsidiaries, create or constitute an event which, with or without notice or lapse of time or both, would result in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subject, except where the such violation, conflict, breach, defaulttermination or creation of a Lien or result in a violation or revocation of any required license, accelerationPermit or approval from any Governmental Authority or other Person, terminationexcept, modificationin each case of clauses (a), cancellation(c) and (d) above, or failure (i) with respect to give notice Merger Sub, would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Merger Sub to enter into and perform this Agreement and the Parties Ancillary Agreements, (ii) with respect to consummate the transactions contemplated by this Agreement. To Company, to the knowledge extent that the occurrence of any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement , except where the failure to give notice, to file, or to obtain any authorization, consent, or approval foregoing would not have reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreementwhole.

Noncontravention. To the knowledge of any director or officer of the Buyer, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in Section 2), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court Law to which the Buyer Seller and/or any of its Subsidiaries or any of their respective property is subject or subject, (ii) violate any provision of the charter or bylaws or any other similar governing or organizational documents of the Buyer Seller and/or any of its Subsidiaries, or (iiiii) subject to obtaining the Approval Order, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent (other than notices and consents specified in Section 3.3 of the Disclosure Schedule) under any agreement, contract, lease, license, instrument or other arrangement Contractual Obligation to which the Buyer Seller and/or any of its Subsidiaries is a party subject or by which it any of them is bound or to which any of its assets the Acquired Assets is subjectsubject (or result in the imposition of any Lien upon any of the Acquired Assets), except where the violationfor such conflicts, conflictbreaches, breachdefaults, defaultaccelerations or such rights to accelerate, accelerationterminate, termination, modification, cancellationmodify or cancel, or any failure to give observe any such notice or consent requirements which has not had and would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect. To the knowledge of any director or officer of the Corporation, and other Other than in connection or in compliance with the provisions of the [Oklahoma General Corporation ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act and of 1976, as amended (the Colorado Business Corporation "HSR Act], the Securities Exchange Act, the Securities Act"), and the state securities lawsProcedure Order and the Approval Order, or as set forth in Section 3.3 of the Corporation does not need Disclosure Schedule, neither the Seller nor any of its Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, waiver or approval of of, any government or governmental agency in order for the Parties such Persons to consummate the transactions contemplated by this Agreement , except where (including the failure assignments and assumptions referred to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreementin Section 2).

Noncontravention. To the knowledge of any director or officer Except as set forth on Section 3.03 of the BuyerDisclosure Schedule, neither the execution and the authorization, execution, delivery or performance of this AgreementAgreement by Seller, nor the consummation by Seller of the transactions contemplated hereby, will conflict with, or result in any violation or default under (with or without notice or lapse of time, or both) or give rise to any payment obligation, or a right of termination, notice, consent, cancellation, modification or acceleration or any obligation or loss of any benefit under (i) violate the certificate of formation or limited liability company agreement of the Company or any constitutionprovision of Seller’s Organizational Documents, statute(ii) any Law, regulationOrder, rule, injunction, judgment, order, decree, ruling, chargePermits, or other restriction of any governmentGovernmental Authority to which Seller, governmental agency, the Company or court any of its Subsidiaries is subject or by which any of their assets are bound or (iii) any Material Contract or Lease to which the Buyer is subject Company or any provision of the charter or bylaws of the Buyer or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Buyer is its Subsidiaries are a party or by which it is bound or to which any of its their respective properties or assets is subjectmay be bound, except in the case of clauses (ii) and (iii), where the violation, conflict, breachviolation, default, accelerationpayment obligation, right of termination, modificationnotice, cancellation, modification or failure acceleration, obligation or loss of benefit would not, be material to give notice the Company and its Subsidiaries taken as a whole. Immediately following the Closing, the Company and its Subsidiaries will be permitted to exercise all of their rights under the all of such Material Contracts without the payment of any additional amounts other than amounts which the Company would otherwise be required to pay pursuant to the terms of such Material Contracts had the Agreement and transactions contemplated thereby not have a material adverse effect on occurred Except for the ability applicable requirements of the Parties to consummate HSR Act or any applicable Foreign Competition Laws, and except as set forth on Section 3.03 of the Disclosure Schedule, neither the execution, delivery or performance of this Agreement by Seller, nor the consummation by Seller of the transactions contemplated by this Agreement. To the knowledge of hereby, will require any director or officer of the Corporation, and other than in connection with the provisions of the [Oklahoma General Corporation Act and the Colorado Business Corporation Act], the Securities Exchange Act, the Securities Act, and the state securities laws, the Corporation does not need to give any notice to, make any filing with, or obtain any authorization, consent, consent or approval of or notice to any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement Governmental Authority, except where for consents, approvals or notices the failure to give notice, to file, or of which to obtain any authorization, consent, or approval provide would not have be material to the Company and its Subsidiaries taken as a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreementwhole.