Common use of Organization; Authority; Execution and Delivery; Enforceability Clause in Contracts

Organization; Authority; Execution and Delivery; Enforceability. With respect to each Stockholder that is not a natural person, such Stockholder (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (ii) has the requisite corporate, company or partnership power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreement. The execution and delivery of this Agreement by each Stockholder that is not a natural person, the consummation by such Stockholder of the transactions contemplated by this Agreement and the compliance by such Stockholder with the provisions of this Agreement have been duly authorized by all necessary corporate or other comparable action on the part of such Stockholder and no other corporate or other comparable proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by Parent, constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby 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 obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of such Stockholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) with respect to each Stockholder that is not a natural person, the articles of incorporation or bylaws, partnership agreement or limited liability company agreement (or similar organizational documents) of such Stockholder, (ii) any Contract to which such Stockholder is a party or any of the properties or assets of such Stockholder is subject or (iii) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to such Stockholder or his, her or its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate would not reasonably be expected to impair in any material respect the ability of such Stockholder to perform his, her or its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required in connection with the execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated by this Agreement, except for (1) filings under the HSR Act and any other applicable competition, merger control, antitrust or similar law, (2) filings with the SEC of such reports under the 1934 Act as may be required in connection with this Agreement and the transactions contemplated hereby and (3) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to impair in any material respect the ability of such Stockholder to perform his, her or its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. With respect to each Stockholder that is a trustee under a trust, no such trust requires any consent that has not been obtained of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby.

Organization; Authority; Execution and Delivery; Enforceability. With respect The Shareholder has all requisite power and authority to each Stockholder enter into this Agreement and to consummate the transactions contemplated by this Agreement. To the extent that the Shareholder is not a natural personan entity other than an individual, such Stockholder (i) the Shareholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (ii) has the requisite corporate, company or partnership power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreementorganization. The execution and delivery of this Agreement by each Stockholder that is not a natural person, the Shareholder and the consummation by such Stockholder the Shareholder of the transactions contemplated by this Agreement and the compliance by such Stockholder with the provisions of this Agreement have been duly authorized by all necessary corporate or other comparable action on the part of such Stockholder and no other corporate or other comparable proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated by this AgreementShareholder. This Agreement has been duly executed and delivered by such Stockholder the Shareholder and, assuming the due authorization, execution and delivery by ParentUS BioEnergy, constitutes a legal, valid and binding obligation of such Stockholderthe Shareholder, enforceable against such Stockholder the Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution and delivery by the Shareholder of this Agreement do not, and the consummation of the transactions contemplated hereby do not by this Agreement and compliance with the provisions of this Agreement, will not not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, time or both) under, or give rise to a right of, or result in, of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in (other than Liens created pursuant to this Agreement) on any properties or upon any other assets of the properties or assets of such Stockholder Shareholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, (i) any provision of (i) with respect to each Stockholder that is not a natural person, the articles any certificate of incorporation or bylaws, by-laws or partnership agreement or limited liability company agreement (or similar the comparable organizational documents) of such Stockholderdocuments applicable to the Shareholder, (ii) any Contract applicable to which such Stockholder is a party the Shareholder or any of the its properties or other assets of such Stockholder is subject or (iii) subject to the governmental filings and other matters referred to in the following sentencesentence of this Section 1(a), any (A) judgment, order, decree, statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to such Stockholder or his, her the Shareholder or its properties or other assets, other than, except in the case of each of clauses (ii) and (iii), any such conflictsas is not, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate would not aggregate, reasonably be expected likely to (x) impair in any material respect the ability of such Stockholder the Shareholder to perform his, her or its obligations under this Agreement or (y) prevent or materially impede, interfere with, hinder impede or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority Entity is required by or with respect to the Shareholder in connection with the execution and delivery of this Agreement by such Stockholder and the Shareholder or the consummation by such Stockholder the Shareholder of the transactions contemplated by this Agreement or the compliance by the Shareholder with the provisions of this Agreement, except for (1) such filings under the HSR Act and any other applicable competition, merger control, antitrust or similar law, (2) filings with the SEC of such reports under the 1934 Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby by this Agreement and (3) such other consentsexcept those which are not, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not aggregate, reasonably be expected likely to (x) impair in any material respect the ability of such Stockholder the Shareholder to perform his, her or its obligations under this Agreement or (y) prevent or materially impede, interfere with, hinder impede or delay the consummation of any of the transactions contemplated by this Agreement. With respect to each Stockholder that No trust of which the Shareholder is a trustee under a trust, no such trust requires any the consent that has not been obtained of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated herebyby this Agreement, except for such consents which have been obtained prior to the date of this Agreement. If the Shareholder is an individual and is married and the Subject Shares of the Shareholder constitute community property or if spousal or other approval is required for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Shareholder’s spouse, enforceable against such spouse in accordance with its terms.

Organization; Authority; Execution and Delivery; Enforceability. With respect Such Shareholder has all requisite power and authority to each Stockholder enter into this Agreement and to consummate the transactions contemplated by this Agreement. To the extent that such Shareholder is not a natural personan entity other than an individual, such Stockholder (i) Shareholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (ii) has the requisite corporate, company or partnership power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreementorganization. The execution and delivery of this Agreement by each Stockholder that is not a natural person, such Shareholder and the consummation by such Stockholder Shareholder of the transactions contemplated by this Agreement and the compliance by such Stockholder with the provisions of this Agreement have been duly authorized by all necessary corporate or other comparable action on the part of such Stockholder and no other corporate or other comparable proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated by this AgreementShareholder. This Agreement has been duly executed and delivered by such Stockholder Shareholder and, assuming the due authorization, execution and delivery by ParentVeraSun, constitutes a legal, valid and binding obligation of such StockholderShareholder, enforceable against such Stockholder Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution and delivery by such Shareholder of this Agreement do not, and the consummation of the transactions contemplated hereby do not by this Agreement and compliance with the provisions of this Agreement, will not not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, time or both) under, or give rise to a right of, or result in, of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon (other than Liens created pursuant to this Agreement) on any of the properties or other assets of such Stockholder Shareholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, (i) any provision of (i) with respect to each Stockholder that is not a natural person, the articles any certificate of incorporation or bylaws, by-laws or partnership agreement or limited liability company agreement (or similar the comparable organizational documents) of documents applicable to such StockholderShareholder, (ii) any Contract applicable to which such Stockholder is a party Shareholder or any of the its properties or other assets of such Stockholder is subject or (iii) subject to the governmental filings and other matters referred to in the following sentencesentence of this Section 1(a), any (A) judgment, order, decree, statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to such Stockholder or his, her Shareholder or its properties or other assets, other than, except in the case of each of clauses (ii) and (iii), any such conflictsas is not, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate would not aggregate, reasonably be expected likely to (x) impair in any material respect the ability of such Stockholder Shareholder to perform his, her or its obligations under this Agreement or (y) prevent or materially impede, interfere with, hinder impede or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority Entity is required by or with respect to such Shareholder in connection with the execution and delivery of this Agreement by such Stockholder and Shareholder or the consummation by such Stockholder Shareholder of the transactions contemplated by this Agreement or the compliance by such Shareholder with the provisions of this Agreement, except for (1) such filings under the HSR Act and any other applicable competition, merger control, antitrust or similar law, (2) filings with the SEC of such reports under the 1934 Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby by this Agreement and (3) such other consentsexcept those which are not, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not aggregate, reasonably be expected likely to (x) impair in any material respect the ability of such Stockholder Shareholder to perform his, her or its obligations under this Agreement or (y) prevent or materially impede, interfere with, hinder impede or delay the consummation of any of the transactions contemplated by this Agreement. With respect to each Stockholder that No trust of which such Shareholder is a trustee under a trust, no such trust requires any the consent that has not been obtained of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated herebyby this Agreement, except for such consents which have been obtained prior to the date of this Agreement. If the Shareholder is an individual and is married and the Subject Shares of the Shareholder constitute community property or if spousal or other approval is required for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Shareholder’s spouse, enforceable against such spouse in accordance with its terms.

Organization; Authority; Execution and Delivery; Enforceability. With respect to each Stockholder that is not a natural person, such Stockholder Such Shareholder (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization organization, if applicable, and (ii) has the requisite corporate, company company, partnership or partnership other power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement hereby and to comply with the provisions of this Agreementterms hereof. The execution and delivery of this Agreement by each Stockholder that is not a natural personsuch Shareholder, the consummation by such Stockholder Shareholder of the transactions contemplated by this Agreement hereby and the compliance by such Stockholder Shareholder with the provisions of this Agreement hereof have been duly authorized by all necessary corporate corporate, company, partnership or other comparable action on the part of such Stockholder Shareholder and no other corporate corporate, company, partnership or other comparable proceedings on the part of such Stockholder Shareholder are necessary to authorize this Agreement or Agreement, to consummate the transactions contemplated by this Agreementhereby or to comply with the provisions hereof. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution Shareholder and delivery by Parent, constitutes a valid and binding obligation of such StockholderShareholder and, assuming this Agreement constitutes a valid and binding obligation of Parent, is enforceable against such Stockholder Shareholder in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting the rights and remedies of creditors generally and general principles of equity (whether considered in a proceeding in equity or at law). The execution and delivery of this Agreement and Agreement, the consummation of the transactions contemplated hereby and compliance with the provisions hereof 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 cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of such Stockholder Shareholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) with respect to each Stockholder that is not a natural person, the articles any certificate of incorporation or bylawsby-laws, partnership agreement or limited liability company agreement (or similar organizational documents) of such StockholderShareholder, (ii) any Contract to which such Stockholder Shareholder is a party or any of the properties or assets of such Stockholder Shareholder is subject or (iii) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to such Stockholder or his, her Shareholder or its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate would could not reasonably be expected to impair in any material respect the ability of such Stockholder any Shareholder to perform his, her or its obligations under this Agreement or prevent or materially impede, interfere with, hinder impede or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority Entity is required by or with respect to such Shareholder in connection with the execution and delivery of this Agreement by such Stockholder and Shareholder, the consummation by such Stockholder Shareholder of the transactions contemplated hereby or the compliance by this Agreementsuch Shareholder with the provisions hereof, except for (1) filings under the HSR Act and any other applicable competition, merger control, antitrust or similar lawlaw or regulation, (2) filings with the SEC of such reports under the 1934 Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (3) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would could not reasonably be expected to impair in any material respect the ability of such Stockholder Shareholder to perform his, her or its obligations under this Agreement or prevent or materially impede, interfere with, hinder impede or delay the consummation of any of the transactions contemplated by this Agreement. With respect to each Stockholder that is a trustee under a trust, no such trust requires any consent that has not been obtained of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby.

Organization; Authority; Execution and Delivery; Enforceability. With respect Seller has all requisite power and authority to each Stockholder that is not a natural person, such Stockholder (i) enter into this Agreement and to consummate the transactions contemplated hereby. Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (ii) has the requisite corporate, company or partnership power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreementorganization. The execution and delivery of this Agreement by each Stockholder that is not a natural person, Seller and the consummation by such Stockholder Seller of the transactions contemplated by this Agreement and the compliance by such Stockholder with the provisions of this Agreement hereby have been duly authorized by all necessary corporate or other comparable action on the part of such Stockholder and no other corporate or other comparable proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated by this AgreementSeller. This Agreement has been duly executed and delivered by such Stockholder Seller and, assuming the due authorization, execution and delivery by Parent, Buyer constitutes a legal, valid and binding obligation of such StockholderSeller, enforceable against such Stockholder Seller in accordance with its terms. The execution and delivery by Seller of this Agreement do not, and the consummation of the transactions contemplated hereby do not and compliance with the provisions hereof, will not not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, time or both) under, or give rise to a right of, or result in, of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in Encumbrance on any properties or upon assets of Seller under, (i) any provision of the certificate of incorporation or by-laws or partnership agreement or the comparable organizational documents applicable to Seller, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or instrument, or similar authorization (a "Contract") to which Seller is a party or by which any of the properties or assets of such Stockholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) with respect to each Stockholder that is not a natural person, the articles of incorporation or bylaws, partnership agreement or limited liability company agreement (or similar organizational documents) of such Stockholder, (ii) any Contract to which such Stockholder is a party or any of the properties or assets of such Stockholder is subject Seller are bound or (iii) subject to the governmental filings and other matters referred to in the following sentencesentence of this Section 3.1(a), any (A) judgment, order, decree, statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to such Stockholder or his, her Seller or its properties or assets, other than, except in the case of each of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate would as is not reasonably be expected materially likely to (x) impair in any material respect the ability of such Stockholder Seller to perform his, her or its obligations under this Agreement or (y) prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority is required by or with respect to Seller in connection with the execution and delivery of this Agreement by such Stockholder and Seller or the consummation by such Stockholder Seller of the transactions contemplated by this Agreementhereby, except for (1) such filings under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (2) such filings under the HSR Act and any other applicable competition, merger control, antitrust or similar law, (2) filings with the SEC of such reports under the 1934 Act as may be required in connection with this Agreement and the transactions contemplated hereby and (3) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of those which are not materially likely to be obtained or made individually or in the aggregate would not reasonably be expected to (x) impair in any material respect the ability of such Stockholder Seller to perform his, her or its obligations under this Agreement or (y) prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. With respect to each Stockholder that No trust of which Seller is a trustee under a trust, no such trust requires any the consent that has not been obtained of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. Seller is the record and beneficial owner of (or is a trust that is the record holder of, and whose beneficiaries are the beneficial owners of), and has good and marketable title to, the Purchased Shares, free and clear of any Liens. Seller has the sole right to sell, transfer, pledge, assign or otherwise dispose of (including by gift) ("Transfer") the Purchased Shares, and none of such Purchased Shares is subject to any voting trust or other agreement, arrangement or restrictions with respect to the Transfer of such Purchased Shares.

Organization; Authority; Execution and Delivery; Enforceability. With respect to each Stockholder that is not a natural person, such Stockholder (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization organization, and (ii) has the all requisite corporate, company corporate or partnership other power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement hereby and to comply with the provisions of terms hereof. With respect to each Stockholder that is a natural person, such Stockholder has all requisite power, authority and legal capacity to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the terms hereof. The execution and delivery of this Agreement by each Stockholder that is not a natural personsuch Stockholder, the consummation by such Stockholder of the transactions contemplated by this Agreement hereby and the compliance by such Stockholder with the provisions of this Agreement terms hereof have been duly authorized by all necessary corporate or other comparable action on the part of such Stockholder and no other corporate or other comparable proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution by Parent and delivery by ParentSub, constitutes a legally valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and compliance with the provisions hereof 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, in termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of such Stockholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (iA) with respect to each Stockholder that is not a natural person, the articles any certificate of incorporation or bylaws, partnership agreement or limited liability company agreement (or similar organizational documents) of such Stockholder, (iiB) any Contract to which such Stockholder is a party or any of the properties or assets of such Stockholder is subject subject, or (iiiC) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule Applicable Law. No Consent is required by or regulation or (B) judgment, order or decree, in each case, applicable with respect to such Stockholder or his, her or its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate would not reasonably be expected to impair in any material respect the ability of such Stockholder to perform his, her or its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required in connection with the execution and delivery of this Agreement by such Stockholder and or the consummation by such Stockholder of the transactions contemplated by this Agreement or the compliance by such Stockholder with the provisions of this Agreement, except for (1) filings under the HSR Act and any other applicable competition, merger control, antitrust or similar lawlaws or regulations, (2) filings with the SEC of such reports under the 1934 Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (3) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to impair in any material respect the ability of such Stockholder to perform his, her or its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. With respect to each Stockholder that is a trustee under a trust, no such trust requires any consent that has not been obtained of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby.

Organization; Authority; Execution and Delivery; Enforceability. With respect to each Stockholder that is not a natural person, such Stockholder (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (ii) has the all requisite corporate, company corporate or partnership other power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement hereby and to comply with the provisions of this Agreementterms hereof. The execution and delivery of this Agreement by each Stockholder that is not a natural personsuch Stockholder, the consummation by such Stockholder of the transactions contemplated by this Agreement hereby and the compliance by such Stockholder with the provisions of this Agreement terms hereof have been duly authorized by all necessary corporate or other comparable action on the part of such Stockholder and no other corporate or other comparable proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by Parent, constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and compliance with the provisions hereof 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, in termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of such Stockholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) with respect to each Stockholder that is not a natural person, the articles any certificate of incorporation or bylawsby-laws, partnership agreement or limited liability company agreement (or similar organizational documents) of such Stockholder, (ii) any Contract to which such Stockholder is a party or any of the properties or assets of such Stockholder is subject or (iii) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to such Stockholder or his, her or its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate would not reasonably be expected to impair in any material respect the ability of such Stockholder to perform his, her or its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority Entity is required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement by such Stockholder and or the consummation by such Stockholder of the transactions contemplated by this Agreement or the compliance by such Stockholder with the provisions of this Agreement, except for (1) filings under the HSR Act and any other applicable competition, merger control, antitrust or similar lawlaw or regulation, (2) filings with the SEC of such reports under the 1934 Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (3) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to impair in any material respect the ability of such Stockholder to perform his, her or its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. With respect to each Stockholder that is a trustee under a trust, no such trust requires any consent that has not been obtained of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby.

Organization; Authority; Execution and Delivery; Enforceability. With respect Buyer has all requisite corporate power and authority to each Stockholder that is not a natural person, such Stockholder (i) enter into this Agreement and to consummate the transactions contemplated hereby. Buyer is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (ii) has the requisite corporate, company or partnership power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreementorganization. The execution and delivery of this Agreement by each Stockholder that is not a natural person, Buyer and the consummation by such Stockholder Buyer of the transactions contemplated by this Agreement and the compliance by such Stockholder with the provisions of this Agreement hereby have been duly authorized by all necessary corporate or other comparable action on the part of such Stockholder and no other corporate or other comparable proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated by this AgreementBuyer. This Agreement has been duly executed and delivered by such Stockholder Buyer and, assuming the due authorization, execution and delivery by ParentSeller, constitutes a legal, valid and binding obligation of such StockholderBuyer, enforceable against such Stockholder Buyer in accordance with its terms. The execution and delivery by Buyer of this Agreement do not, and the consummation of the transactions contemplated hereby do not and compliance with the provisions hereof, will not not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, time or both) under, or give rise to a right of, or result in, of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon Encumbrance on any of the properties or assets of such Stockholder Buyer under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, (i) any provision of (i) with respect to each Stockholder that is not a natural person, the articles Amended Articles of incorporation Incorporation or bylaws, partnership agreement or limited liability company agreement (or similar organizational documents) Amended Regulations of such StockholderBuyer, (ii) any Contract to which such Stockholder Buyer is a party or by which any of the its properties or assets of such Stockholder is subject are bound or (iii) subject to the governmental filings and other matters referred to in the following sentencelast sentence of this Section 4.1, any (A) judgment, order, decree, statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to such Stockholder Buyer or his, her or any of its properties or assets, other than, except in the case of each of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or as is not materially likely to (x) have a Material Adverse Effect (as defined in the aggregate would not reasonably be expected to Merger Agreement) on Buyer, (y) impair in any material respect the ability of such Stockholder Buyer to perform his, her or its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in repect of, or registration, declaration or filing with, any Governmental Authority is required by or with respect to Buyer in connection with the execution and delivery of this Agreement by such Stockholder and Buyer or the consummation by such Stockholder Buyer of the transactions contemplated by this Agreement, hereby except for (1) such filings under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (2) such filings under the HSR Act and any other applicable competition, merger control, antitrust or similar law, (2) filings with the SEC of such reports under the 1934 Act as may be required in connection with this Agreement and the transactions contemplated hereby and (3) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of those which are not materially likely to be obtained or made individually or in the aggregate would not reasonably be expected to (x) impair in any material respect the ability of such Stockholder Buyer to perform his, her or its obligations under this Agreement or (y) prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. With respect to each Stockholder that is a trustee under a trust, no such trust requires any consent that has not been obtained of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby.

Organization; Authority; Execution and Delivery; Enforceability. With respect to each Stockholder that is not a natural person, such Stockholder (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (ii) has the all requisite corporate, company corporate or partnership other power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement hereby and to comply with the provisions of this Agreementterms hereof. The execution and delivery of this Agreement by each Stockholder that is not a natural personsuch Stockholder, the consummation by such Stockholder of the transactions contemplated by this Agreement hereby and the compliance by such Stockholder with the provisions of this Agreement terms hereof have been duly authorized by all necessary corporate or other comparable action on the part of such Stockholder and no other corporate or other comparable proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by Parent, constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and compliance with the provisions hereof 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, in termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of such Stockholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) with respect to each Stockholder that is not a natural person, the articles any certificate of incorporation or bylawsby-laws, partnership agreement or limited liability company agreement (or similar organizational documents) of such Stockholder, (ii) any Contract to which such Stockholder is a party or any of the properties or assets of such Stockholder is subject or (iii) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to such Stockholder or his, her or its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate would not reasonably be expected to impair in any material respect the ability of such Stockholder to perform his, her or its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority Entity is required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement by such Stockholder and or the consummation by such Stockholder of the transactions contemplated by this Agreement or the compliance by such Stockholder with the provisions of this Agreement, except for (1) filings under the HSR Act and any other applicable competition, merger control, antitrust or similar lawlaw or regulation, (2) filings with the SEC of such reports under the 1934 Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (3) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to impair in any material respect the ability of such Stockholder to perform his, her or its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. With respect to each Stockholder that is a trustee under a trust, no such trust requires any consent that has not been obtained of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby.

Organization; Authority; Execution and Delivery; Enforceability. With respect Such Stockholder, to each Stockholder that the extent it is an entity, has all requisite company or corporate, and to the extent it is not a natural personan entity, all other power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. To the extent that such Stockholder is an entity other than an individual, such Stockholder (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (ii) has the requisite corporate, company or partnership power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreementorganization. The execution and delivery of this Agreement by each Stockholder that is not a natural person, the consummation by such Stockholder of the transactions contemplated by this Agreement and the compliance by such Stockholder with the provisions of this Agreement have been duly authorized by all necessary corporate or other comparable action on the part of such Stockholder and no other corporate or other comparable proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by Parent, constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby 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 obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of such Stockholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) with respect to each Stockholder that is not a natural person, the articles of incorporation or bylaws, partnership agreement or limited liability company agreement (or similar organizational documents) of such Stockholder, (ii) any Contract to which such Stockholder is a party or any of the properties or assets of such Stockholder is subject or (iii) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to such Stockholder or his, her or its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate would not reasonably be expected to impair in any material respect the ability of such Stockholder to perform his, her or its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required in connection with the execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by this Agreement, except for (1) filings under all necessary action on the HSR Act and any other applicable competition, merger control, antitrust or similar law, (2) filings with the SEC part of such reports under Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming due authorization, execution and delivery by Netword and the 1934 Act as may be other Stockholders, constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms subject to applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or receivership and to general principles of equity. To the knowledge of such Stockholder, no consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement and the transactions contemplated hereby and (3) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to impair in any material respect the ability of by such Stockholder to perform his, her or its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any by such Stockholder of the transactions contemplated by this Agreementhereby. With respect to each No trust of which such Stockholder that is a trustee under a trust, no such trust requires any the consent that has not been obtained of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby, except for such consents which have been obtained prior to the date hereof.

Organization; Authority; Execution and Delivery; Enforceability. With respect to each Stockholder that is not a natural person, such The Stockholder (i) is duly organized, organized and validly existing and in good standing under the laws of its jurisdiction of organization and (ii) has the all requisite corporate, company corporate or partnership other power and authority to execute and deliver this Agreement, Agreement and to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreement. The execution and delivery of this Agreement by each the Stockholder that is not a natural person, and the consummation by such the Stockholder of the transactions contemplated by this Agreement and the compliance by such Stockholder with the provisions of this Agreement have been duly authorized by all necessary corporate or other comparable action on the part of such the Stockholder and no other corporate or other comparable proceedings on the part of such the Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such the Stockholder and, assuming the due authorization, execution and delivery by Parent, constitutes a valid and binding obligation of such the Stockholder, enforceable against such the Stockholder in accordance with its terms. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions of this Agreement 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 cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of such the Stockholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) with respect to each Stockholder that is not a natural person, the articles any certificate of incorporation or bylawsby-laws, partnership agreement or limited liability company agreement (or similar organizational documents) of such the Stockholder, (ii) any Contract to which such the Stockholder is a party or any of the properties or assets of such the Stockholder is subject or (iii) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to such the Stockholder or his, her or its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements entitlements, that individually or in the aggregate would not reasonably be expected to impair in any material respect the ability of such the Stockholder to perform his, her or its obligations under this Agreement or prevent or materially impede, interfere with, hinder impede or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority Entity is required by or with respect to the Stockholder in connection with the execution and delivery of this Agreement by such the Stockholder and or the consummation by such the Stockholder of the transactions contemplated by this Agreement or the compliance by the Stockholder with the provisions of this Agreement, except for (1) filings under the HSR Act and any other applicable competition, merger control, antitrust or similar lawlaw or regulation, (2) filings with the SEC of such reports under the 1934 Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (3) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to impair in any material respect the ability of such the Stockholder to perform his, her or its obligations under this Agreement or prevent or materially impede, interfere with, hinder impede or delay the consummation of any of the transactions contemplated by this Agreement. With respect to each Stockholder that is a trustee under a trust, no such trust requires any consent that has not been obtained of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby.

Organization; Authority; Execution and Delivery; Enforceability. With respect to each Stockholder that is not a natural person, such The Stockholder (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (ii) has the all requisite corporate, company or partnership power and authority to execute and deliver this Agreement, Agreement and to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreement. The execution and delivery of this Agreement by each the Stockholder that is not a natural person, and the consummation by such the Stockholder of the transactions contemplated by this Agreement and the compliance by such Stockholder with the provisions of this Agreement have been duly authorized by all necessary corporate or other comparable partnership action on the part of such the Stockholder and no other corporate or other comparable partnership proceedings on the part of such the Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such the Stockholder and, assuming the due authorization, execution and delivery by Parent, constitutes a valid and binding obligation of such the Stockholder, enforceable against such the Stockholder in accordance with its terms. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions of this Agreement 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 cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of such the Stockholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) with respect to each Stockholder that is not a natural person, the articles any certificate of incorporation or bylawsby-laws, partnership agreement or limited liability company agreement (or similar organizational documents) of such the Stockholder, (ii) any Contract to which such the Stockholder is a party or any of the properties or assets of such the Stockholder is subject or (iii) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation Law or (B) judgment, order or decreeJudgment, in each case, applicable to such the Stockholder or his, her or its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that entitlements, that, individually or in the aggregate aggregate, would not reasonably be expected to impair impair, in any material respect respect, the ability of such the Stockholder to perform his, her or its obligations under this Agreement or prevent or materially impede, interfere with, hinder impede or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization Consent of, or registration, declaration or filing with, any Governmental Authority Entity is required by or with respect to the Stockholder in connection with the execution and delivery of this Agreement by such the Stockholder and or the consummation by such the Stockholder of the transactions contemplated by this Agreement or the compliance by the Stockholder with the provisions of this Agreement, except for (1) filings under the HSR Act and any other applicable competition, merger control, antitrust or similar lawLaw, (2) filings with the SEC of such reports under the 1934 Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (3) such other consents, approvals, orders, authorizations, registrations, declarations items and filings Consents the failure of which to be obtained or made made, individually or in the aggregate aggregate, would not reasonably be expected to impair in any material respect the ability of such the Stockholder to perform his, her or its obligations under this Agreement or prevent or materially impede, interfere with, hinder impede or delay the consummation of any of the transactions contemplated by this Agreement. With respect to each Stockholder that is a trustee under a trust, no such trust requires any consent that has not been obtained of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby.

Organization; Authority; Execution and Delivery; Enforceability. With respect to each Stockholder that is not a natural person, such Stockholder (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (ii) has the all requisite corporate, company partnership or partnership other power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to comply with the provisions terms of this Agreement. The execution and delivery of this Agreement by each Stockholder that is not a natural personsuch Stockholder, the consummation by such Stockholder of the transactions contemplated by this Agreement and the compliance by such Stockholder with the provisions terms of this Agreement have been duly authorized by all necessary corporate corporate, partnership or other comparable action on the part of such Stockholder and no other corporate corporate, partnership or other comparable proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by Parent, constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general principles of equity. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement and compliance by such Stockholder with the provisions of this Agreement 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, in termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of such Stockholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) with respect to each Stockholder that is not a natural person, the articles any certificate of incorporation or bylawsby-laws, partnership agreement or limited liability company agreement (or similar organizational documents) of such Stockholder, (ii) any Contract to which such Stockholder is a party or bound by or to which any of the properties or assets of such Stockholder is bound by or subject or (iii) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule Law or regulation or (B) judgment, order or decreeJudgment, in each case, applicable to such Stockholder or his, her or its properties or assets, assets other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate would are not reasonably be expected likely to (x) impair in any material respect the ability of such Stockholder to perform his, her or its obligations under this Agreement or (y) prevent or materially impede, interfere withor (to the knowledge of such Stockholder as of the date hereof) materially delay, hinder or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority Entity is required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement by such Stockholder and or the consummation by such Stockholder of the transactions contemplated by this Agreement or the compliance by such Stockholder with the provisions of this Agreement, except for (1) filings under the HSR Act and any other applicable competition, merger control, antitrust or similar lawLaw or regulation, and (2) filings with the SEC of such reports or other furnished or filed materials under the 1934 Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (3) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to impair in any material respect the ability of such Stockholder to perform his, her or its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. With respect to each Stockholder that is a trustee under a trust, no such trust requires any consent that has not been obtained of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby.

Organization; Authority; Execution and Delivery; Enforceability. With respect to each Stockholder that is not a natural person, such Such Stockholder (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (ii) has the all requisite corporate, company partnership or partnership other power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to comply with the provisions terms of this Agreement. The execution and delivery of this Agreement by each Stockholder that is not a natural personsuch Stockholder, the consummation by such Stockholder of the transactions contemplated by this Agreement and the compliance by such Stockholder with the provisions terms of this Agreement have been duly authorized by all necessary corporate corporate, partnership or other comparable action on the part of such Stockholder and no other corporate corporate, partnership or other comparable proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by ParentNewco, constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general principles of equity. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement and compliance by such Stockholder with the provisions of this Agreement 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, in termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of such Stockholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) with respect to each Stockholder that is not a natural person, the articles any certificate of incorporation or bylawsby-laws, partnership agreement or limited liability company agreement (or similar organizational documents) of such Stockholder, (ii) any Contract to which such Stockholder is a party or bound by or to which any of the properties or assets of such Stockholder is bound by or subject or (iii) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule Law or regulation or (B) judgment, order or decree, in each case, applicable to such Stockholder or his, her or its properties or assets, assets other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate would are not reasonably be expected likely to (x) impair in any material respect the ability of such Stockholder to perform his, her or its obligations under this Agreement or (y) prevent or materially impedeimpede or delay, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement by such Stockholder and or the consummation by such Stockholder of the transactions contemplated by this Agreement or the compliance by such Stockholder with the provisions of this Agreement, except for (1) filings under the HSR Act and any other applicable competition, merger control, antitrust or similar lawLaw or regulation, and (2) filings with the SEC of such reports or other furnished or filed materials under the 1934 Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (3) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to impair in any material respect the ability of such Stockholder to perform his, her or its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. With respect to each Stockholder that is a trustee under a trust, no such trust requires any consent that has not been obtained of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby.

Organization; Authority; Execution and Delivery; Enforceability. With respect to each Stockholder that is not a natural person, such Stockholder (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (ii) has the requisite corporate, company or partnership power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreement. The execution and delivery of this Agreement by each Stockholder that is not a natural person, the consummation by such Stockholder of the transactions contemplated by this Agreement and the compliance by such Stockholder with the provisions of this Agreement have been duly authorized by all necessary corporate or other comparable action on the part of such Stockholder and no other corporate or other comparable proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by Parent, constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms. With respect to each Stockholder that is a natural person and whose Subject Shares constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of, such Stockholder's spouse, enforceable against such spouse in accordance with its terms. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and compliance by such Stockholder with the provisions hereof 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 cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of such Stockholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) with respect to each Stockholder that is not a natural person, the articles certificate of incorporation or bylawsby-laws, partnership agreement or limited liability company agreement (or similar organizational documents) of such Stockholder, (ii) any Contract to which such Stockholder is a party or any of the properties or assets of such Stockholder is subject or (iii) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to such Stockholder or his, her or its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violationsxxxxx- tions, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate would could not reasonably be expected to impair in any material respect the ability of such Stockholder to perform his, her or its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority Entity is required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement by such Stockholder and Stockholder, the consummation by such Stockholder of the transactions contemplated by this Agreement or the com pliance by such Stockholder with the provisions of this Agreement, except for (1) filings under the HSR Act and any other applicable competition, merger control, antitrust or similar law, (2) filings with the SEC of such reports under the 1934 Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (3) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would could not reasonably be expected to impair in any material respect the ability of such Stockholder to perform his, her or its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. With respect to each Stockholder that is a trustee under a trust, no such trust requires any consent that has not been obtained of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby.

Organization; Authority; Execution and Delivery; Enforceability. With respect Buyer has all requisite corporate power and authority to each Stockholder that is not a natural person, such Stockholder (i) enter into this Agreement and to consummate the transactions contemplated hereby. Buyer is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (ii) has the requisite corporate, company or partnership power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreementorganization. The execution and delivery of this Agreement by each Stockholder that is not a natural person, Buyer and the consummation by such Stockholder Buyer of the transactions contemplated by this Agreement and the compliance by such Stockholder with the provisions of this Agreement hereby have been duly authorized by all necessary corporate or other comparable action on the part of such Stockholder and no other corporate or other comparable proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated by this AgreementBuyer. This Agreement has been duly executed and delivered by such Stockholder Buyer and, assuming the due authorization, execution and delivery by ParentSeller, constitutes a legal, valid and binding obligation of such StockholderBuyer, enforceable against such Stockholder Buyer in accordance with its terms. The execution and delivery by Buyer of this Agreement do not, and the consummation of the transactions contemplated hereby do not and compliance with the provisions hereof, will not not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, time or both) under, or give rise to a right of, or result in, of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon Encumbrance on any of the properties or assets of such Stockholder Buyer under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, (i) any provision of (i) with respect to each Stockholder that is not a natural person, the articles Amended Articles of incorporation Incorporation or bylaws, partnership agreement or limited liability company agreement (or similar organizational documents) Amended Regulations of such StockholderBuyer, (ii) any Contract to which such Stockholder Buyer is a party or by which any of the its properties or assets of such Stockholder is subject are bound or (iii) subject to the governmental filings and other matters referred to in the following sentencelast sentence of this Section 4.1, any (A) judgment, order, decree, statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to such Stockholder Buyer or his, her or any of its properties or assets, other than, except in the case of each of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or as is not materially likely to (x) have a Material Adverse Effect (as defined in the aggregate would not reasonably be expected to Merger Agreement) on Buyer, (y) impair in any material respect the ability of such Stockholder Buyer to perform his, her or its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority is required by or with respect to Buyer in connection with the execution and delivery of this Agreement by such Stockholder and Buyer or the consummation by such Stockholder Buyer of the transactions contemplated by this Agreement, hereby except for (1) such filings under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (2) such filings under the HSR Act and any other applicable competition, merger control, antitrust or similar law, (2) filings with the SEC of such reports under the 1934 Act as may be required in connection with this Agreement and the transactions contemplated hereby and (3) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of those which are not materially likely to be obtained or made individually or in the aggregate would not reasonably be expected to (x) impair in any material respect the ability of such Stockholder Buyer to perform his, her or its obligations under this Agreement or (y) prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. With respect to each Stockholder that is a trustee under a trust, no such trust requires any consent that has not been obtained of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby.

Organization; Authority; Execution and Delivery; Enforceability. With respect to each Stockholder that is not a natural person, such Stockholder (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (ii) has the requisite corporate, company or partnership power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreement. The execution and delivery of this Agreement by each Stockholder that is not a natural person, the consummation by such Stockholder of the transactions contemplated by this Agreement and the compliance by such Stockholder with the provisions of this Agreement have been duly authorized by all necessary corporate or other comparable action on the part of such Stockholder and no other corporate or other comparable proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by Parent, constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms. With respect to each Stockholder that is a natural person and whose Subject Shares constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of, such Stockholder's spouse, enforceable against such spouse in accordance with its terms. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and compliance by such Stockholder with the provisions hereof 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 cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of such Stockholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) with respect to each Stockholder that is not a natural person, the articles certificate of incorporation or bylawsby-laws, partnership agreement or limited liability company agreement (or similar organizational documents) of such Stockholder, (ii) any Contract to which such Stockholder is a party or any of the properties or assets of such Stockholder is subject or (iii) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to such Stockholder or his, her or its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate would could not reasonably be expected to impair in any material respect the ability of such Stockholder to perform his, her or its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority Entity is required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement by such Stockholder and Stockholder, the consummation by such Stockholder of the transactions contemplated by this Agreement or the compliance by such Stockholder with the provisions of this Agreement, except for (1) filings under the HSR Act and any other applicable competition, merger control, antitrust or similar law, (2) filings with the SEC of such reports under the 1934 Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (3) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would could not reasonably be expected to impair in any material respect the ability of such Stockholder to perform his, her or its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. With respect to each Stockholder that is a trustee under a trust, no such trust requires any consent that has not been obtained of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby.

Organization; Authority; Execution and Delivery; Enforceability. With respect to each Stockholder that is not a natural person, such Stockholder (i) Such Supporting Shareholder is duly organized, validly existing and in good standing under the laws of its the jurisdiction of organization and (ii) under which it is organized. Such Supporting Shareholder has the all requisite corporate, company or partnership power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreementperform its obligations hereunder. The execution and delivery by such Supporting Shareholder of this Agreement by each Stockholder that is not a natural person, the and consummation by such Stockholder of the transactions contemplated by this Agreement and the compliance by such Stockholder with the provisions of this Agreement hereby have been duly authorized by all necessary corporate or other comparable action on the part of such Stockholder Supporting Shareholder. Such Supporting Shareholder has duly and no other corporate or other comparable proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly validly executed and delivered by such Stockholder andthis Agreement, assuming and this Agreement constitutes the due authorizationlegal, execution and delivery by Parent, constitutes a valid and binding obligation of such StockholderSupporting Shareholder, enforceable against such Stockholder Supporting Shareholder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The execution and delivery by such Supporting Shareholder of this Agreement does not, and the consummation of the transactions contemplated hereby do not and compliance with the terms hereof will not not, contravene, conflict with, or result in any violation or breach of, loss of benefit under, violation of or default (with or without notice or lapse of time, time or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of such Stockholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, under (A) any provision of (i) with respect to each Stockholder that is not a natural person, the articles of incorporation or bylaws, partnership agreement or limited liability company agreement (or similar such Supporting Shareholder’s organizational documents) of such Stockholder, (iiB) any Contract to which such Stockholder Supporting Shareholder is a party or by which any of the properties or assets of such Stockholder is subject or Supporting Shareholder are bound, (iiiC) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, Law applicable to such Stockholder Supporting Shareholder or his, her by which any property or asset of such Supporting Shareholder is bound or affected or (D) any Order applicable to such Supporting Shareholder or its properties or assets, other than, in the each case of clauses (ii) and (iii), except for any such conflicts, violations, breaches, defaults, rights, losses, Liens failure as has not materially impaired or entitlements that individually or in the aggregate would not reasonably be expected to materially impair in any material respect the ability of such Stockholder Supporting Shareholder to perform his, her or its obligations under this Agreement hereunder or prevent or materially impede, interfere with, hinder or delay the consummation of any of to consummate the transactions contemplated by this Agreementhereby. No consent, approval, order or authorization consent of, or registration, declaration or filing with, any Governmental Authority or any other person is required in connection with the execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated by this Agreement, except for (1) filings under the HSR Act and any other applicable competition, merger control, antitrust or similar law, (2) filings with the SEC of such reports under the 1934 Act as may be required in connection with this Agreement and the transactions contemplated hereby and (3) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually by or with respect to such Supporting Shareholder in connection with the aggregate would not reasonably be expected to impair in any material respect the ability execution, delivery and performance of such Stockholder to perform his, her or its obligations under this Agreement Agreement, other than those consents of or prevent registrations, declarations or materially impede, interfere with, hinder filings that have already been made or delay the consummation of any of the transactions contemplated by this Agreement. With respect to each Stockholder that is a trustee under a trust, no such trust requires any consent that has not been obtained of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated herebyobtained.

Organization; Authority; Execution and Delivery; Enforceability. With respect Such Stockholder has all requisite power and authority to each enter into this Agreement and to consummate the transactions contemplated hereby. To the extent that such Stockholder that is not a natural personan entity other than an individual, such 2 Stockholder (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (ii) has the requisite corporate, company or partnership power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreementorganization. The execution and delivery of this Agreement by each such Stockholder that is not a natural person, and the consummation by such Stockholder of the transactions contemplated by this Agreement and the compliance by such Stockholder with the provisions of this Agreement hereby have been duly authorized by all necessary corporate or other comparable action on the part of such Stockholder and no other corporate or other comparable proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated by this AgreementStockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms. The execution and delivery by such Stockholder of this Agreement do not, and the consummation of the transactions contemplated hereby do not and compliance with the provisions hereof, will not not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, time or both) under, or give rise to a right of, or result in, of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in on any properties or upon assets of such Stockholder under, (i) any provision of any certificate of incorporation or by-laws or partnership or limited liability company agreement or the comparable organizational documents applicable to such Stockholder, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization (a "Contract") to which such Stockholder is a party or by which any of the properties or assets of such Stockholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) with respect to each Stockholder that is not a natural person, the articles of incorporation or bylaws, partnership agreement or limited liability company agreement (or similar organizational documents) of such Stockholder, (ii) any Contract to which such Stockholder is a party or any of the properties or assets of such Stockholder is subject are bound or (iii) subject to the governmental filings and other matters referred to in the following sentencesentence of this Section 1(a), any (A) judgment, order, decree, statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to such Stockholder or his, her or its properties or assets, other than, except in the case of each of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate would as is not reasonably be expected likely to (x) impair in any material respect the ability of such Stockholder to perform his, her or its obligations under this Agreement or (y) prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority Entity is required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement by such Stockholder and or the consummation by such Stockholder of the transactions contemplated by this Agreementhereby, except for (1) such filings under the HSR Act and any other applicable competition, merger control, antitrust or similar law, (2) filings with the SEC of such reports under the 1934 Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (3) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of except those which to be obtained or made individually or in the aggregate would are not reasonably be expected likely to (x) impair in any material respect the ability of such Stockholder to perform his, her or its obligations under this Agreement or (y) prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. With respect to each No trust of which such Stockholder that is a trustee under a trust, no such trust requires any the consent that has not been obtained of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby., except for such consents which have been obtained prior to the date hereof. 3

Organization; Authority; Execution and Delivery; Enforceability. With respect to each Stockholder that is not a natural person, such Stockholder (i) Each of Parent and Merger Sub is duly organized, validly existing and in good standing under the laws of its the jurisdiction under which it is organized. Each of organization Parent and (ii) Merger Sub has the all requisite corporate, company or partnership power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreementperform its obligations hereunder. The execution and delivery by Parent and Merger Sub of this Agreement by each Stockholder that is not a natural person, the and consummation by such Stockholder of the transactions contemplated by this Agreement and the compliance by such Stockholder with the provisions of this Agreement hereby have been duly authorized by all necessary corporate or other comparable action on the part of such Stockholder Parent and no other corporate or other comparable proceedings on the part Merger Sub. Each of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement Parent and Merger Sub has been duly executed and delivered by such Stockholder andthis Agreement, assuming and this Agreement constitutes the due authorizationlegal, execution and delivery by Parent, constitutes a valid and binding obligation of such StockholderParent and Merger Sub, enforceable against such Stockholder Parent and Merger Sub in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The execution and delivery by Parent and Merger Sub of this Agreement does not, and the consummation of the transactions contemplated hereby do not and compliance with the terms hereof will not not, conflict with, or result in any violation or breach of, of or default (with or without notice or lapse of time, time or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of such Stockholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, under (A) any provision of (i) with respect to each Stockholder that is not a natural person, the articles of incorporation Parent or bylaws, partnership agreement or limited liability company agreement (or similar Merger Sub’s organizational documents) of such Stockholder, (iiB) any Contract to which such Stockholder Parent or Merger Sub is a party or by which any of the properties or assets of such Stockholder is subject Parent or Merger Sub are bound or (iiiC) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or (B) judgment, court order or decree, in each case, decree applicable to such Stockholder Parent or his, her Merger Sub or its their respective properties or assets, other than, in the each case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate except as would not reasonably be expected to materially impair in any material respect the ability of such Stockholder Parent or Merger Sub to perform his, her their respective obligations hereunder or its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of to consummate the transactions contemplated by this Agreementhereby. No consent, approval, order or authorization consent of, or registration, declaration or filing with, any Governmental Authority is required in connection with the execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated by this Agreement, except for (1) filings under the HSR Act and any other applicable competition, merger control, antitrust or similar law, (2) filings with the SEC of such reports under the 1934 Act as may be required in connection with this Agreement and the transactions contemplated hereby and (3) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually by or with respect to Parent or Merger Sub in connection with the aggregate would not reasonably be expected to impair in any material respect the ability execution, delivery and performance of such Stockholder to perform his, her or its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. With respect to each Stockholder that is a trustee under a trust, no such trust requires any consent that has not been obtained of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby.