Common use of Authority and No Conflicts Clause in Contracts

Authority and No Conflicts. (i) Enterprise has all requisite corporate or limited liability company power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Enterprise and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or limited liability company action, and no other proceedings on the part of Enterprise are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (ii) This Agreement has been duly executed and delivered by Enterprise and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (iii) Neither the execution and delivery of this Agreement by Enterprise nor the performance by Enterprise of its obligations hereunder and the completion of the transactions contemplated hereby, will: (A) conflict with, or violate any provision of, the governing documents of Enterprise; (B) other than obtaining or making, as applicable, any consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, violate or breach any Laws applicable to Enterprise; (C) other than obtaining or making, as applicable, any consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Enterprise is a party or by which Enterprise or its property is bound or subject; or (D) except as could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, result in the imposition of any Encumbrance upon or require the sale or give any person the right to acquire any of the assets of Enterprise or restrict, hinder, impair or limit the ability of Enterprise to carry on its business as and where it is now being carried on.

Authority and No Conflicts. (i) Enterprise Each Purchaser has all requisite corporate or limited liability company power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Enterprise such Purchaser and the consummation thereby of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or limited liability company action, action and no other proceedings on the part of Enterprise Purchaser are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (ii) This Agreement has been duly executed and delivered by Enterprise each Purchaser and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (iii) Neither the execution and delivery of this Agreement by Enterprise each Purchaser nor the performance by Enterprise such Purchaser of its obligations hereunder and the completion of the transactions contemplated hereby, will: (A) conflict with, or violate any provision of, the governing documents of Enterprisesuch Purchaser; (B) other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effecta material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, violate or breach any Laws applicable to Enterprisesuch Purchaser; (C) other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effecta material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Enterprise such Purchaser is a party or by which Enterprise such Purchaser or its property is bound or subject; or (D) except as could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effecta material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, result in the imposition of any Encumbrance upon or require the sale or give any person the right to acquire any of the assets of Enterprise such Purchaser or restrict, hinder, impair or limit the ability of Enterprise such Purchaser to carry on its business as and where it is now being carried on.

Authority and No Conflicts. (i) Enterprise DEFS has all requisite corporate or limited liability company power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Enterprise DEFS and the consummation by DEFS of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or limited liability company action, action on the part of DEFS and its members and no other limited liability company proceedings on the part of Enterprise DEFS or its members are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (ii) This Agreement has been duly executed and delivered by Enterprise DEFS and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (iii) Neither the execution and delivery of this Agreement by Enterprise DEFS nor the performance by Enterprise DEFS of its obligations hereunder and the completion of the transactions contemplated hereby, hereby will: (A) conflict with, or violate any provision of, the governing documents of EnterpriseDEFS; (B) other than obtaining or making, as applicable, any consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise a TEPPCO Material Adverse Effect, violate or breach any Laws applicable to Enterprise;DEFS; or (C) other than obtaining or making, as applicable, any consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise a TEPPCO Material Adverse Effect, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Enterprise DEFS is a party party, or by or to which Enterprise DEFS or any of its property is properties are bound or subject; or (D) except as could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, result in the imposition of any Encumbrance upon or require the sale or give any person the right to acquire any of the assets of Enterprise or restrict, hinder, impair or limit the ability of Enterprise to carry on its business as and where it is now being carried on.

Authority and No Conflicts. (i) Enterprise Such Seller has all requisite corporate or limited liability company partnership power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Enterprise such Seller and the consummation by such Seller of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or limited liability company action, partnership action on the part of such Seller and its members or partners and no other corporate or partnership proceedings on the part of Enterprise such Seller or its members or partners, as applicable, are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (ii) This Agreement has been duly executed and delivered by Enterprise such Seller and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (iii) Neither the execution and delivery of this Agreement by Enterprise such Seller nor the performance by Enterprise such Seller of its obligations hereunder and the completion of the transactions contemplated hereby, hereby will: (A) conflict with, or violate any provision of, the governing documents of Enterprisesuch Seller; (B) other than obtaining or making, as applicable, any consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise a TEPPCO Material Adverse Effect, violate or breach any Laws applicable to Enterprise;such Seller; or (C) other than obtaining or making, as applicable, any consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise a TEPPCO Material Adverse Effect, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Enterprise such Seller is a party party, or by or to which Enterprise such Seller or any of its property is properties are bound or subject; or (D) except as could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, result in the imposition of any Encumbrance upon or require the sale or give any person the right to acquire any of the assets of Enterprise or restrict, hinder, impair or limit the ability of Enterprise to carry on its business as and where it is now being carried on.

Authority and No Conflicts. (i) Enterprise has all requisite corporate or limited liability company partnership power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Enterprise and the consummation thereby of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or limited liability company action, partnership action and no other proceedings on the part of Enterprise are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (ii) This Agreement has been duly executed and delivered by Enterprise and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (iii) Neither the execution and delivery of this Agreement by Enterprise nor the performance by Enterprise of its obligations hereunder and the completion of the transactions contemplated hereby, will: (A) conflict with, or violate any provision of, the governing documents of Enterprise; (B) other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have an a material adverse effect on the ability of Enterprise Material Adverse Effectto close the transactions contemplated under this Agreement, violate or breach any Laws applicable to Enterprise; (C) other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have an a material adverse effect on the ability of Enterprise Material Adverse Effectto close the transactions contemplated under this Agreement, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Enterprise is a party or by which Enterprise or its property is bound or subject; or (D) except as could not, individually or in the aggregate, reasonably be expected to have an a material adverse effect on the ability of Enterprise Material Adverse Effectto close the transactions contemplated under this Agreement, result in the imposition of any Encumbrance upon or require the sale or give any person the right to acquire any of the assets of Enterprise or restrict, hinder, impair or limit the ability of Enterprise to carry on its business as and where it is now being carried on.

Authority and No Conflicts. (ia) Enterprise Each of the Duke Energy Parties has all requisite corporate or limited liability company power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Enterprise the Duke Energy Parties and the consummation by the Duke Energy Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary requisite corporate or limited liability company action, action and no other corporate proceedings on the part of Enterprise the Duke Energy Parties are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (iib) This Agreement has been duly executed and delivered by Enterprise the Duke Energy Parties and constitutes its a legal, valid and binding obligationobligation of each of the Duke Energy Parties, enforceable against it each of them in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and by general principles of equity. (iiic) The Board of Directors of Duke Energy at a meeting duly called and held has determined by the unanimous approval of all directors voting that this Agreement and the transactions contemplated hereby are in the best interests of Duke Energy and the holders of Duke Energy Common Shares. (d) Neither the execution and delivery of this Agreement by Enterprise the Duke Energy Parties nor the performance by Enterprise each of its them of their obligations hereunder and the completion of the transactions contemplated hereby, will: (Ai) conflict with, or violate any provision of, the governing documents of Enterpriseany of the Duke Energy Parties; (Bii) other than obtaining or making, as applicable, any subject to the consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained referred to in Section 4.4 being made or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effectobtained, violate or breach any Laws applicable to EnterpriseDuke Energy or any of its subsidiaries; (Ciii) other than obtaining or making, as applicable, any subject to the consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained referred to in Section 4.4 being made or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effectobtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Enterprise Duke Energy or any of its subsidiaries is a party or by which Enterprise Duke Energy or any of its subsidiaries or its or their property is bound or subject; or (Div) except as could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, result in the imposition of any Encumbrance encumbrance, charge or lien upon or require the sale or give any person the right to acquire any of Duke Energy's assets or the assets of Enterprise any of its subsidiaries, or restrict, hinder, impair or limit the ability of Enterprise Duke Energy or any of its subsidiaries to carry on the business of Duke Energy or any of its business subsidiaries as and where it is now being carried on; except in the case of clauses (ii) through (iv) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Duke Energy or materially impair the ability of Duke Energy to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby.

Authority and No Conflicts. (ia) Enterprise Endeavour has all requisite corporate or limited liability company power and authority capacity to enter into execute and deliver this Agreement and any other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by Enterprise Endeavour and the consummation by Endeavour of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or limited liability company action, action and no other corporate proceedings on the part of Enterprise Endeavour are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated herebyhereby or thereby. (iib) This Each of this Agreement and the other documents related to the transactions contemplated hereunder has been or will be duly and validly executed and delivered by Enterprise Endeavour and constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (iiic) Neither the The execution and delivery of this Agreement by Enterprise nor the performance by Enterprise of its obligations hereunder Endeavour and the completion of the transactions contemplated hereby, willherein and in the Plan of Arrangement: (Ai) conflict with, or violate any provision of, the governing documents of Enterprise; (B) other than obtaining or makingdo not and will not, as applicableof the Effective Date, any consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, violate or breach any Laws applicable to Enterprise; (C) other than obtaining or making, as applicable, any consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, violate or conflict with or result in the breach of, or violate any term or provision of, the constating documents of Endeavour; (ii) will not, as of the Effective Date, conflict with, result in the breach of or constitute a default (or an event that with under the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument commitment to which Enterprise Endeavour or any subsidiary of Endeavour is a party or by which Enterprise or its property it is bound or subject; orand which is material to Endeavour; (Diii) except as could do not require Endeavour or any of its subsidiaries to obtain any Appropriate Regulatory Approvals, other than the approval of the TSX in respect of the issuance and listing of the Endeavour Common Shares to be issued pursuant to the Arrangement and upon the due exercise of the Replacement Warrants and the Replacement Options and the listing of the Replacement Warrants issued in respect of Etruscan Warrants which were listed immediately prior to the Effective Time; and (iv) do not and will not, individually as of the Effective Date, violate any provision of law or in administrative regulation or any judicial or administrative award, judgment or decree applicable to, and no one (after due inquiry) to Endeavour or any subsidiary of Endeavour, the aggregate, reasonably be expected to breach of which would have an Enterprise a Material Adverse Effect, result in the imposition of any Encumbrance upon or require the sale or give any person the right to acquire any of the assets of Enterprise or restrict, hinder, impair or limit the ability of Enterprise to carry Effect on its business as and where it is now being carried on.Endeavour;

Authority and No Conflicts. (i) Each of Enterprise GP and Enterprise MLP has all requisite corporate or limited liability company or partnership power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Enterprise GP, Enterprise GTM and Enterprise MLP and the consummation thereby of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or limited liability company action, or partnership action and no other proceedings on the part of Enterprise GP, Enterprise GTM or Enterprise MLP are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (ii) This Agreement has been duly executed and delivered by Enterprise GP, Enterprise GTM and Enterprise MLP and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and by general principles of equity. (iii) Neither the execution and delivery of this Agreement by Enterprise GP, Enterprise GTM or Enterprise MLP nor the performance by Enterprise GP, Enterprise GTM or Enterprise MLP of its obligations hereunder and the completion of the transactions contemplated hereby, will: (A) conflict with, or violate any provision of, the governing documents of EnterpriseEnterprise GP, Enterprise GTM or Enterprise MLP; (B) other than satisfying applicable requirements of the HSR Act and obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have an a material adverse effect on the ability of Enterprise Material Adverse EffectGP, Enterprise GTM or Enterprise MLP to close the transactions contemplated under this Agreement, violate or breach any Laws applicable to EnterpriseEnterprise GP, Enterprise GTM or Enterprise MLP; (C) except as set forth in Section 3.3(b)(iii)(C) of the Enterprise Disclosure Letter and other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Enterprise GP, Enterprise GTM or Enterprise MLP is a party or by which Enterprise GP, Enterprise GTM or Enterprise MLP or its property is bound or subject; or (D) other than pursuant to the HSR Act and except as could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, result in the imposition of any Encumbrance upon or require the sale or give any person the right to acquire any of the assets of Enterprise GP, Enterprise GTM or Enterprise MLP or restrict, hinder, impair or limit the ability of Enterprise GP, Enterprise GTM or Enterprise MLP to carry on its business as and where it is now being carried on.

Authority and No Conflicts. (i) Enterprise EPE has all requisite corporate or limited liability company partnership power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement by Enterprise EPE and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate corporate, partnership or limited liability company action, and no other proceedings on the part of Enterprise EPE or its general partner are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (ii) This Agreement has been duly executed and delivered by Enterprise EPE and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (iii) Neither the execution and delivery of this Agreement by Enterprise EPE or of EPE Holdings of the Amendment to EPE Partnership Agreement, nor the performance by Enterprise EPE of its obligations hereunder and the completion of the transactions contemplated hereby, will: (A) conflict with, or violate any provision of, the EPE Partnership Agreement or other governing documents of EnterpriseEPE; (B) other than obtaining or making, as applicable, any consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, Effect or violate or breach any Laws applicable to EnterpriseEPE; (C) other than obtaining or making, as applicable, any consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Enterprise EPE is a party or by which Enterprise EPE or its property is bound or subject; or (D) except as could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, result in the imposition of any Encumbrance upon or require the sale or give any person the right to acquire any of the assets of Enterprise EPE or restrict, hinder, impair or limit the ability of Enterprise EPE to carry on its business as and where it is now being carried on.

Authority and No Conflicts. (ia) Enterprise The Purchaser has all requisite corporate or limited liability company power and authority to enter into execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by Enterprise the Purchaser and the consummation by the Purchaser of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or limited liability company action, action and no other corporate proceedings on the part of Enterprise the are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated herebyhereby or thereby. (iib) This The Purchaser has all requisite corporate power and authority to carry on its business as presently conducted. The Purchaser is duly qualified and licensed to carry on business in all jurisdictions in which the nature of its business or the assets owned or leased by it make that qualification or licensing necessary, except in any jurisdiction in which the failure to so qualify, or be licensed, or be in good standing would not be reasonably expected to have a Material Adverse Effect on the Purchaser. (c) Each of this Agreement and the other documents related to the transactions contemplated hereunder has been duly executed and delivered by Enterprise the Purchaser and constitutes its a legal, valid and binding obligationobligation of the Purchaser , enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (iiid) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by Enterprise the Purchaser nor the performance by Enterprise it of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby, willshall: (Ai) conflict with, or violate any provision of, the governing constating documents of Enterprisethe Purchaser; (Bii) other than obtaining or making, as applicable, any subject to the consents, approvals, orders, authorizations, registrations, declarations or filings whichreferred to in Section 4.4 being obtained, if not obtained or and all filings and obligations described in Section 4.4 being made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, violate or breach any Laws applicable to Enterprise;the Purchaser; or (Ciii) other than obtaining or making, as applicable, any subject to the consents, approvals, orders, authorizations, registrations, declarations or filings whichreferred to in Section 4.4 being obtained, if not obtained or and all filings and obligations described in Section 4.4 being made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement agreement or other instrument to which Enterprise the Purchaser is a party or by which Enterprise or its property the Purchaser is bound or subject; or (Div) except as could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, result in the imposition of any Encumbrance encumbrance, charge or Lien (other than a Permitted Lien) upon or require the sale or give any person the right require to acquire any assets of the Purchaser or the assets of Enterprise any of its subsidiaries or restrictrestrict , hinder, impair or limit the ability of Enterprise the Purchaser or any of its subsidiaries to carry on its business their respective businesses as and where it is they are now being carried on; except in the case of Sections 4.3(d)(ii) and (iii) for any such conflicts, violations, breaches, defaults or other occurrences that would not have, individually or in the aggregate, a Material Adverse Effect on the Purchaser or materially impair the ability of either the Purchaser to perform their obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby.

Authority and No Conflicts. (ia) Enterprise Each of Acquisitionco and Parent has all requisite corporate or limited liability company power and authority to enter into execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated herebyhereunder. The execution and delivery of this Agreement by Enterprise Acquisitionco and the consummation of the transactions contemplated by this Agreement have Parent has been duly and validly authorized by all necessary corporate or limited liability company action, action and no other corporate proceedings on the part of Enterprise either Acquisitionco or Parent are necessary to authorize this Agreement or to consummate the transactions contemplated herebyAgreement. (iib) This Agreement has been duly executed and delivered by Enterprise each of Acquisitionco and Parent and constitutes its a legal, valid and binding obligationobligation of each of Acquisitionco and Parent, enforceable against it each of them in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (iiic) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by Enterprise Acquisitionco and Parent nor the performance by Enterprise each of its them of their obligations hereunder and thereunder and the completion of the transactions contemplated hereby, willshall: (Ai) conflict with, or violate any provision of, the governing constating documents of EnterpriseAcquisitionco or Parent; (Bii) other than obtaining or making, as applicable, any subject to the consents, approvals, orders, authorizations, registrations, declarations or filings which, if not referred to in Section 4.3 being obtained or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, violate or breach any Laws applicable to Enterprise;Acquisitionco or Parent; or (Ciii) other than obtaining or making, as applicable, any subject to the consents, approvals, orders, authorizations, registrations, declarations or filings which, if not referred to in Section 4.3 being obtained or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement agreement or other instrument to which Enterprise either Acquisitionco or Parent is a party or by which Enterprise either Acquisitionco or its property Parent is bound or subject; or (D) except as could not, individually or in the aggregatecase of Sections 4.2(c)(ii) and (iii) for any such conflicts, reasonably be expected violations, breaches, defaults or other occurrences that would not materially impair the ability of either Acquisitionco or Parent to have an Enterprise Material Adverse Effect, result in perform their obligations hereunder or prevent or materially delay the imposition consummation of any Encumbrance upon or require the sale or give any person the right to acquire any of the assets of Enterprise transactions contemplated hereby, by either Acquisitionco or restrict, hinder, impair or limit the ability of Enterprise to carry on its business as and where it is now being carried onParent.

Authority and No Conflicts. (ia) Enterprise Each of the Crosshair Parties has all requisite corporate or limited liability company power and authority to enter into execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of the TSX and NYSE Alternext. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by Enterprise the Crosshair Parties and the consummation by the Crosshair Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or limited liability company action, action and no other corporate proceedings on the part of Enterprise the Crosshair Parties are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated herebyhereby or thereby. (iib) This Each of this Agreement and the other documents related to the transactions contemplated hereunder has been or will be duly and validly executed and delivered by Enterprise the Crosshair Parties and constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and by general principles of equity. (iiic) The board of directors of Crosshair has determined by the approval of its directors that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Crosshair. (d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by Enterprise Crosshair and Subco nor the performance by Enterprise them of its their respective obligations hereunder and thereunder and the completion of the transactions contemplated hereby, will: (Ai) conflict with, or violate any provision of, the governing constating documents of EnterpriseCrosshair or any of its Subsidiaries; (Bii) other than obtaining or making, as applicable, subject to any and all required consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained being made or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effectobtained, violate or breach any Laws applicable to EnterpriseCrosshair or any of its Subsidiaries; (Ciii) other than obtaining or making, as applicable, subject to any and all required consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained being made or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effectobtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Enterprise Crosshair or any of its Subsidiaries is a party or by which Enterprise Crosshair or any of its Subsidiaries or its or their property is bound or subject; or (Div) except as could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, result in the imposition of any Encumbrance encumbrance, charge or Lien upon or require the sale or give any person the right to acquire any of Crosshair's assets or the assets of Enterprise any of its Subsidiaries, or restrict, hinder, impair or limit the ability of Enterprise Crosshair or any of its Subsidiaries to carry on its business their respective businesses as and where it is they are now being carried onon or as contemplated to be carried on as disclosed by Crosshair to Target.

Authority and No Conflicts. (ia) Enterprise The Company has all requisite corporate or limited liability company power and authority to enter into execute and deliver this Agreement and to perform its obligations hereunder hereunder, subject to the approvals of the Securityholders and to consummate the transactions contemplated herebyCourt as provided in this Agreement. The execution and delivery of this Agreement by Enterprise and the consummation of the transactions contemplated by this Agreement have Company has been duly and validly authorized by all necessary corporate or limited liability company action, and no other corporate proceedings on the part of Enterprise the Company are necessary to authorize this Agreement or Agreement, the Rights Plan Waiver Resolution and the Arrangement other than, with respect to consummate the transactions contemplated herebyRights Plan Waiver Resolution, approval of the holders of the Common Shares and, with respect to the completion of the Arrangement, the approval of the Securityholders and the Court and the filing of such corporate documents under the BCBCA as are provided for in this Agreement. (iib) This Agreement has been duly and validly executed and delivered by Enterprise the Company and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (c) The board of directors of the Company at a meeting duly called and held has determined by the unanimous approval of all directors voting (i) that the Plan of Arrangement and the Rights Plan Waiver are fair to the holders of Common Shares and are in the best interests of the Company, (ii) to recommend that the holders of Common Shares vote in favour of the Arrangement Resolution and the Rights Plan Waiver Resolution, and (iii) Neither to extend, effective from the time this Agreement is executed, the “Separation Time” (as defined in the Rights Plan) as it relates to this Agreement to a time which is the earlier of the Effective Time and the date upon which this Agreement is terminated in accordance with the terms of this Agreement. (d) Except for violations, conflicts or breaches that would not have a Material Adverse Effect on the Company, neither the execution and delivery of this Agreement by Enterprise the Company nor the performance by Enterprise it of its obligations hereunder and the completion of the transactions contemplated herebyhereunder, willshall: (Ai) conflict with, or violate any provision of, the governing constating documents of Enterprisethe Company or any of the Subsidiaries; (Bii) other than obtaining or making, as applicable, any subject to the consents, approvals, orders, authorizations, registrations, declarations or filings which, if not referred to in Section 3.4 being obtained or made, could not, individually or in as the aggregate, reasonably be expected to have an Enterprise Material Adverse Effectcase may be, violate or breach any Laws applicable to Enterprise;the Company or any of the Subsidiaries; or (Ciii) other than obtaining or making, as applicable, any subject to the consents, approvals, orders, authorizations, registrations, declarations or filings which, if not referred to in Section 3.4 being obtained or made, could not, individually or in as the aggregate, reasonably be expected to have an Enterprise Material Adverse Effectcase may be, violate or conflict with or result in the breach of, or constitute a default under a Material Contract (or an event that with the giving of notice, the passage of time, or both would constitute such a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Enterprise is a party or by which Enterprise or its property is bound or subject; or (D) except as could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, result in the imposition of any Encumbrance upon or require the sale or give any person the right to acquire any of the assets of Enterprise or restrict, hinder, impair or limit the ability of Enterprise to carry on its business as and where it is now being carried on).

Authority and No Conflicts. (ia) Enterprise Each of the Parent Parties has all requisite corporate or limited liability company power and authority to enter into execute and deliver this Agreement and the other documents related to the Transaction and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyTransaction. The execution and delivery of this Agreement and the other documents related to the Transaction by Enterprise the Parent Parties and the consummation by the Parent Parties of the transactions contemplated by this Agreement Transaction have been duly and validly authorized by all necessary corporate or limited liability company action, action and no other corporate proceedings on the part of Enterprise the Parent Parties are necessary to authorize this Agreement and the other documents related to the Transaction contemplated hereunder or to consummate the transactions Transaction contemplated herebyhereby or thereby. No approval by the Holders of Parent common shares of the Transaction is necessary to authorize the execution, delivery or performance of this Agreement or any of the other documents related to the Transaction or the consummation of the Transaction and no such approval will be required or sought by Parent. (iib) This Each of this Agreement and the other documents related to the Transaction has been and will be duly executed and delivered by Enterprise the Parent Parties and constitutes its and will constitute a legal, valid and binding obligationobligation of each of the Parent Parties, enforceable against it each of them in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ creditors rights generally, and by general principles of equity. (iiic) Neither The board of directors of Parent at a meeting duly called and held has unanimously determined that this Agreement and the Transaction are in the best interests of Parent. (d) None of the execution and delivery of this Agreement and all other documents related to the Transaction contemplated hereunder by Enterprise the Parent Parties nor the performance by Enterprise each of its them of their obligations hereunder and thereunder and the completion of the transactions Transaction contemplated hereby, will: (Ai) conflict with, or violate any provision of, the governing constating documents of Enterpriseany Parent Party; (Bii) other than obtaining or making, as applicable, any subject to the consents, approvals, orders, authorizations, registrations, declarations declarations, rulings, notices, certificates or filings which, if not obtained referred to in Section 5.3 being made or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effectobtained, violate or breach any Laws applicable to Enterprisethe Parent Parties; (Ciii) other than obtaining or making, as applicable, any subject to the consents, approvals, orders, authorizations, registrations, declarations declarations, rulings, notices, certificates or filings which, if not obtained referred to in Section 5.3 being made or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effectobtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Enterprise the Parent Parties is a party or by which Enterprise its or its their property is bound or subject; or (Div) except as could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, result in the imposition of any Encumbrance encumbrance, charge or Lien upon or require the sale or give any person Person the right to acquire any of Parent’s assets or the assets of Enterprise Can AcquisitionCo or US AcquisitionCo or restrict, hinder, impair or limit the ability of Enterprise any Parent Party to carry on its business their respective businesses as and where it is they are now being carried oncarried; except in the case of clauses (ii) and (iii) for any of the foregoing that would not, materially impair the ability of any of the Parent Parties to perform its obligations hereunder or prevent or materially delay the consummation of the Transaction.

Authority and No Conflicts. (ia) Enterprise The Company has all requisite corporate or limited liability company power and authority to enter into execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of the Shareholders and the Court as provided in this Agreement with respect to the Arrangement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by Enterprise the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or limited liability company action, action and no other corporate proceedings on the part of Enterprise the Company are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated herebyhereby or thereby other than the approval of the Shareholders and the Court and the filing of such corporate documents under the BCBCA as are provided for in this Agreement. (iib) This Each of this Agreement and the other documents related to the transactions contemplated hereunder has been duly and validly executed and delivered by Enterprise the Company and constitutes its a legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (iiic) The board of directors of the Company has determined by the unanimous approval of all directors voting: (i) that this Agreement and the transactions contemplated hereby, including the Arrangement Resolution, are fair to the holders of Common Shares and are in the best interests of the Company; and (ii) to recommend that the Shareholders vote in favour of the Arrangement Resolution. (d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by Enterprise the Company nor the performance by Enterprise it of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby, willshall: (Ai) conflict with, or violate any provision of, the governing constating documents of Enterprisethe Company; (Bii) other than obtaining or making, as applicable, any subject to the consents, approvals, orders, authorizations, registrations, declarations or filings whichreferred to in Section 3.4 being obtained, if not obtained or and all filings and obligations described in Section 3.4 being made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, violate or breach any Laws applicable to Enterprisethe Company; (Ciii) other than obtaining or making, as applicable, any subject to the consents, approvals, orders, authorizations, registrations, declarations or filings whichreferred to in Section 3.4 being obtained, if not obtained or and all filings and obligations described in Section 3.4 being made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Enterprise the Company is a party or by which Enterprise the Company or its or their property is bound or subject; or (Div) except as could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, result in the imposition of any Encumbrance encumbrance, charge or Lien (other than a Permitted Lien) upon or require the sale or give any person the right to acquire any of the assets of Enterprise the Company or the assets or restrict, hinder, impair or limit the ability of Enterprise the Company to carry on its business their respective businesses as and where it is they are now being carried onon or as contemplated to be carried on as disclosed by the Company to the Purchaser; except in the case of Sections 3.3(d)(ii) through 3.3(d)(iv), inclusive, for any such conflicts, violations, breaches, defaults or other occurrences that would not have, individually or in the aggregate, a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby.

Authority and No Conflicts. (ia) Enterprise The Company has all requisite necessary corporate or limited liability company power and authority to enter into execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution execution, delivery and delivery performance by the Company of this Agreement by Enterprise and each of the Ancillary Agreements to which it is a party, and the consummation by it of the transactions contemplated by this Agreement hereby and thereby (including the Merger), have been duly authorized and validly authorized approved by all necessary corporate or limited liability company actionthe Company’s Board of Directors, and except for obtaining the Company Shareholder Approval, no other proceedings corporate action on the part of Enterprise are the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement or and each of the Ancillary Agreements to consummate which it is a party, and the consummation by it of the transactions contemplated hereby. hereby and thereby (ii) including the Merger). This Agreement has been been, and each of the Ancillary Agreements to which the Company is a party will be as of the Closing, duly executed and delivered by Enterprise the Company and assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes its legalor in the case of each of the Ancillary Agreements to which the Company is a party, will constitute as of the Closing, the valid and binding obligationagreement of the Company, enforceable against it the Company in accordance with its terms, except as the same such enforceability (i) may be limited by bankruptcy, insolvency and insolvency, fraudulent conveyance, reorganization, moratorium or other applicable similar Laws affecting or relating to enforcement of creditors’ rights generally, generally and by (ii) is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) The affirmative vote (at a meeting or by written consent) of (i) the holders of not less than a majority of the outstanding shares of Common Stock and Preferred Stock, voting together as a single class on an as-converted-to-common-stock basis, (ii) the holders of not less than a majority of the outstanding shares of Preferred Stock, voting together as a single class, and (iii) Neither the holders of not less than a majority of the outstanding shares of Common Stock, voting together as a single class is necessary to approve the Merger in accordance with the CGCL, the Company’s Articles of Incorporation and the Bylaws, and the affirmative vote (at a meeting or by written consent) of (A) the holders of not less than a majority of the outstanding shares of Common Stock and Preferred Stock, voting together as a single class on an as-converted-to-common-stock basis, (B) the holders of not less than a majority of the outstanding shares of Preferred Stock, voting together as a single class, and (iv) the holders of not less than a majority of each series of the outstanding shares of Preferred Stock, voting separately as a class is necessary to approve the Articles Amendment in accordance with the CGCL, the Company’s Articles of Incorporation and the Bylaws (collectively, the “Required Shareholder Approval”). The Required Shareholder Approval is the only vote of the holders of any class or series of capital stock or other equity interest of the Company necessary to authorize the Merger and the other transactions contemplated by this Agreement and the Ancillary Agreements, and to consummate the transactions contemplated hereby and thereby (including the Merger) and adopt this Agreement. (c) The Company’s board of directors, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held, or by unanimous written consent, has (i) determined that this Agreement and the Merger and the Ancillary Agreements are fair to and in the best interests of the Company and the Holders and declared the Merger to be advisable, (ii) approved this Agreement and the Merger and the Ancillary Agreements, and (iii) recommended that the Holders adopt this Agreement and directed that such matter be submitted for consideration by the Holders in accordance with Section 6.9 and no such determination, approval or recommendation or direction of the Company’s board of directors has been withdrawn, amended, modified or terminated. (d) Except as set forth in Section 4.2(d) of the Company Disclosure Schedule, subject to the receipt of the Company Shareholder Approval, the execution and delivery by the Company of this Agreement by Enterprise nor and each of the Ancillary Agreements to which the Company is a party do not, and the performance by Enterprise of its obligations hereunder and the completion of the transactions contemplated herebythereunder will not, will: (Ai) conflict with, with or violate any provision ofthe Articles of Incorporation or the Bylaws, the governing documents of Enterprise; (Bii) other than obtaining or making, as applicable, any assuming that all consents, approvals, ordersauthorizations and other actions described in Section 4.2(e) have been obtained and all filings and obligations described in Section 4.2(e) have been made, conflict with or violate any Law applicable to the Company, or by which any property or asset of the Company, is bound, or (iii) require any consent or result in any material violation or material breach of, or constitute (with or without notice or lapse of time or both) a material default (or give to others any right of termination, amendment, acceleration or cancellation) under, or result in the triggering of any payments or result in the creation of a Lien on any material property or material asset of the Company under, any material Contract or material Permit, to which the Company is a party, or by which the Company or any of its properties are bound. (e) The execution and delivery by the Company of this Agreement and the Ancillary Agreements to which the Company is party do not, and the performance of its obligations hereunder and thereunder will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity, except (i) the filing of an Agreement of Merger and Certificate of Amendment with, and the acceptance for record thereof by, the Secretary of State of the State of California, (ii) the consents, approvals, authorizations, registrationspermits and filings listed on Section 4.2(e) of the Company Disclosure Schedule and (iii) where the failure to obtain such consents, declarations approvals, authorizations or permits, or to make such filings which, if not obtained or made, could notifications would not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, violate prevent or breach any Laws applicable to Enterprise; (C) other than obtaining or making, as applicable, any consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Enterprise is a party or by which Enterprise or its property is bound or subject; or (D) except as could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, result in the imposition of any Encumbrance upon or require the sale or give any person the right to acquire any materially delay consummation of the assets of Enterprise or restrict, hinder, impair or limit Merger and the ability of Enterprise to carry on its business as and where it is now being carried onother transactions contemplated by this Agreement.

Authority and No Conflicts. (ia) Enterprise The Company has all requisite corporate or limited liability company power and authority to enter into execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of the Securityholders and the Court as provided in this Agreement with respect to the Arrangement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by Enterprise the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or limited liability company action, action and no other corporate proceedings on the part of Enterprise the Company are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated herebyhereby or thereby other than, with respect to the Rights Plan Waiver Resolution, approval of the holders of the Common Shares and, with respect to the completion of the Arrangement, the approval of the Securityholders and the Court and the filing of such corporate documents under the BCBCA as are provided for in this Agreement. (iib) This Each of this Agreement and the other documents related to the transactions contemplated hereunder has been duly and validly executed and delivered by Enterprise the Company and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (iiic) The board of directors of the Company at a meeting duly called and held has determined by the unanimous approval of all directors voting (A) that this Agreement and the transactions contemplated hereby, including the Arrangement Resolution and the Rights Plan Waiver Resolution, are fair to the holders of Common Shares and are in the best interests of the Company (B) to recommend that the holders of Common Shares vote in favour of the Arrangement Resolution and the Rights Plan Waiver Resolution, and (C) to extend, effective from the time this Agreement is executed, the “Separation Time” (as defined in the Rights Plan) as it relates to this Agreement and the transactions contemplated hereby, including the Arrangement, to a time which is the earlier of the Effective Time and the date upon which this Agreement is terminated in accordance with the terms of this Agreement. (d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by Enterprise the Company nor the performance by Enterprise it of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby, willshall: (Ai) conflict with, or violate any provision of, the governing constating documents of Enterprisethe Company or any of its subsidiaries; (Bii) other than obtaining or making, as applicable, any subject to the consents, approvals, orders, authorizations, registrations, declarations or filings whichreferred to in Section 3.4 being obtained, if not obtained or and all filings and obligations described in Section 3.4 being made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, violate or breach any Laws applicable to Enterprisethe Company or any of its Material Subsidiaries; (Ciii) other than obtaining or making, as applicable, any subject to the consents, approvals, orders, authorizations, registrations, declarations or filings whichreferred to in Section 3.4 being obtained, if not obtained or and all filings and obligations described in Section 3.4 being made, could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Enterprise the Company or any of its Material Subsidiaries is a party or by which Enterprise the Company or any of its subsidiaries or its or their property is bound or subject; or (Div) except as could not, individually or in the aggregate, reasonably be expected to have an Enterprise Material Adverse Effect, result in the imposition of any Encumbrance encumbrance, charge or Lien (other than a Permitted Lien) upon or require the sale or give any person the right to acquire any of the assets of Enterprise the Company or the assets of any of its subsidiaries or restrict, hinder, impair or limit the ability of Enterprise the Company or any of its subsidiaries to carry on its business their respective businesses as and where it is they are now being carried onon or as contemplated to be carried on as disclosed by the Company to GSK; except in the case of Sections 3.3(d)(ii) through 3.3(d)(iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not have, individually or in the aggregate, a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby.