Common use of Authorization; No Conflict Clause in Contracts

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other corporate proceedings on the part of Parent, Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law). (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents of Parent or any of the Parent Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in (ii) or (iii) which does not constitute a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each of Parent and Merger Sub The Seller has the requisite corporate all necessary partnership power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Subthe Seller, the performance by Parent and Merger Sub the Seller of their respective its obligations hereunder and the consummation by Parent and Merger Sub the Seller of the transactions contemplated hereby have been duly authorized by the Board general partner of Parent and by Parent acting in its capacity as the sole member of Merger SubSeller. No other corporate proceedings on the part of Parent, Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) Seller are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub the Seller of their respective its obligations hereunder and the consummation by Parent and Merger Sub the Seller of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))hereby. This Agreement has been duly executed and delivered by Parent the Seller, and Merger Sub and, assuming the due authorization, execution and delivery by the CompanyBuyer, constitutes a valid and binding obligation of Parent and Merger Subthe Seller, enforceable in accordance with its terms, except as such to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium and similar reorganization or other laws relating to or affecting creditors the enforcement of creditors’ rights generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)equitable principles. (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub the Seller nor the consummation by Parent or Merger Sub the Seller of the transactions contemplated hereby nor compliance by Parent or Merger Sub the Seller with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents of Parent or any of the Parent SubsidiariesSeller, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries Interests under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to the Seller under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries Seller is a party or by which Parent the Seller or any of the Parent Subsidiaries or any of their respective properties or assets Interests may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (c) below, violate any judgment, ruling, order, writ, injunction, decree, statute statute, law (including the common law), rule or Law regulation applicable to Parent the Seller or any of the Parent Subsidiaries or any of their respective properties or assets Interests, other than any such event described in clauses (ii) or (iii) which does which, individually or in the aggregate, has not constitute a Parent Material Adverse Effectand would not reasonably be expected to materially impair the ability of the Seller to perform its obligations under this Agreement. (c) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may declaration or filing with, any governmental or regulatory authority is necessary to be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust obtained or competition laws and the filing of the Certificate of Merger as required made by the DGCL Seller in connection with the Seller’s execution, delivery and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub performance of this Agreement or the consummation by Parent or Merger Sub the Seller of the transactions contemplated hereby, except for compliance with the HSR Act, except where the failure to obtain or take such permitsaction, authorizationsindividually or in the aggregate, consents or approvals or has not and would not reasonably be expected to make such filings or give such notices does not constitute a Parent Material Adverse Effectmaterially impair the ability of the Seller to perform its obligations under this Agreement.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board respective Boards of Directors of each of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No , and no other corporate proceedings on the part of Parent, Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required adoption of this Agreement by Parent Vote (as defined in Section 5.11(b))the sole stockholder of Merger Sub. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law). (b) The Board of Directors of Parent has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board duly called and held on June 22, 2006 and not subsequently rescinded or modified in any way, unanimously (i) approved this Agreement, the Merger and (ii) determined that this Agreement and Merger are in the best interest of Parent’s stockholders. No vote of the holders of Parent common stock, par value $.10 per share, or other securities of Parent is necessary to consummate the Merger. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub Sub, nor the consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents certificate or articles of incorporation or bylaws of Parent or any of the Parent Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to the Parent or any Parent Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (d) below, violate any judgment, ruling, order, writ, injunction, decree, statute statute, law, rule or Law regulation applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (cd) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act, the Competition Act, and applicable foreign competition and antitrust laws, if any, (iii) the filing with the SEC of the Proxy Statement and such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (iv) compliance with the rules of the NYSE, and (v) Customary Post Closing Consents, except where the failure to obtain or take such permitsaction, authorizationsindividually or in the aggregate, consents or approvals or has not had and would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute, deliver and deliver perform its obligations under this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, consummate the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other corporate proceedings on the part of Parent, Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Merger SubSub and, assuming the due authorization, execution and delivery hereof by the Company, is enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium subject in each case to the Bankruptcy and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Equity Exception. (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub Sub, nor the consummation by Parent or Merger Sub of the transactions contemplated hereby Transactions nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of of, contravene or conflict with the organizational documents certificate of incorporation or bylaws of Parent or any of the Parent SubsidiariesMerger Sub, (ii) assuming compliance with the matters referred to in Section 6.3(c), conflict with or result in a violation or breach of any applicable Judgment or conflict any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 6.3(c), require any provisions ofconsent or other action by any Person under, or constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) default under, or result in cause or permit the termination, cancellation ofcancellation, acceleration or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation other change of any Lien (other than a Permitted Lien) upon any of right or obligation or the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions loss of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind benefit to which Parent or any of the Parent its Subsidiaries is a party or by which entitled under any provision of any Contract binding upon Parent or any of the Parent its Subsidiaries or any Authorization affecting, or relating in any way to, the assets or business of their respective properties or assets may be bound Parent and its Subsidiaries or (iiiiv) subject to obtaining result in the creation or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate imposition of any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Lien on any asset of Parent or any of its Subsidiaries, except as would not, in the Parent Subsidiaries or any case of their respective properties or assets other than any such event described in each of clauses (ii) or ), (iii) which does not constitute and (iv), reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions require no action by or in respect of, or filing with, any Governmental Authority, except for filings(i) filing the Certificate of Merger with the Secretary of State of the State of Delaware, permits(ii) compliance with and filings pursuant to the HSR Act and applicable Antitrust Laws, authorizationsif any, consents, approvals and other (iii) compliance with any applicable requirements as may be required under of the Securities Act, the Exchange ActAct and any other United States state or federal securities Laws, the HSR Act, foreign antitrust (iv) compliance with any NASDAQ rules and (v) actions or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where filings the failure to obtain such permits, authorizations, consents or approvals or of which to make such filings or give such notices does obtain has not constitute had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming 2.1 Each of the accuracy Wynn Obligors and the Company has taken all necessary corporate or limited liability company action, as the case may be, to authorize the execution, delivery and performance of Section 4.26the Transaction Documents to which it is a party. Neither the execution, delivery or performance of each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and nor the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized thereby: (a) by each Wynn Obligor and the Board of Parent and by Parent acting in its capacity as Company does or will contravene the sole member of Merger Sub. No other corporate proceedings on the part of Parent, Merger Sub formation or constitutional documents or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating material Legal Requirement then applicable to or affecting creditors generally or by general equity principles (regardless of whether binding on each such enforceability is considered in a proceeding in equity or at Law).Obligor; or (b) Neither the execution and delivery of this Agreement by Parent does or Merger Sub nor the consummation by Parent will contravene or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or any breach of or conflict with the organizational documents of Parent or any of the Parent Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a any default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in require the creation or imposition of any Lien (other than a Permitted Lien) upon any of the properties Properties of any Wynn Obligor or assets owned the Company or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions security or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent any Wynn Obligor or any of the Parent Subsidiaries Company is a party or by which Parent it or any of the Parent Subsidiaries or any of their its respective properties or assets may be bound bound, except for Permitted Liens or (iii) subject as could not, in the aggregate, reasonably be expected to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in (ii) or (iii) which does not constitute have a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may 2.2 Save in respect of the authorisation by the Macau SAR required to be required under given in accordance with the Securities Act, Land Concession Consent Agreement in relation to the Exchange Act, the HSR Act, foreign antitrust or competition laws Land Security Assignment and the filing notice required to be given to the Macau SAR in relation to the Assignment of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectivelyRights, no filing with or notice to, and no permit, authorization, consent or approval authorization or filing with, notice to or other act by or in respect of, any Governmental Entity Authority or any Person is necessary for required in connection with the execution and delivery by Parent borrowings under the Senior Finance Documents or Merger Sub with the execution, delivery, performance, validity or enforceability of this Agreement or the consummation by Parent or Merger Sub any of the transactions contemplated herebyTransaction Documents, except where consents, authorisations, filings, registrations and notices described in Schedule 2 (Conditions Precedent) and Schedule 12 (Permits) (which consents, authorisations, registrations, filings and notices have, unless otherwise indicated on such schedule, been obtained or made and are in full force and effect) or, in the failure case of any Transaction Documents entered into after the date of the Initial Advance under the Term Loan Facilities, as have been obtained or made and are in full force and effect at the time this representation is deemed to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effectbe made.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each of Parent and Merger Sub The Company has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Subthe Company, the performance by Parent and Merger Sub the Company of their respective its obligations hereunder and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby have been duly authorized by the Board of Parent and by Parent acting in its capacity as Directors of the sole member of Merger SubCompany. No other corporate proceedings on the part of Parent, Merger Sub the Company or any of the Parent Company Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub the Company of their respective its obligations hereunder and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby other than hereby, except for the approval of this Agreement by the Required Parent Vote (as defined in Section 5.11(b))Company Stockholder Vote. This Agreement has been duly executed and delivered by Parent the Company and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Subthe Company, enforceable in accordance with its terms, except as such to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium and similar reorganization or other laws relating to or affecting creditors the enforcement of creditors’ rights generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)equitable principles. (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub the Company nor the consummation by Parent or Merger Sub the Company of the transactions contemplated hereby nor compliance by Parent or Merger Sub the Company with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation, bylaws or other organizational documents of Parent the Company or any of the Parent Company Subsidiaries, (ii) except as described on Section 3.3(b) of the Company Disclosure Letter, result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent the Company or any of the Parent Company Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to the Company or any Company Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent the Company or any of the Parent Company Subsidiaries is a party or by which Parent the Company or any of the Parent Company Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (c) below, violate any judgment, ruling, order, writ, injunction, decree, statute statute, law (including the common law), rule or Law regulation applicable to Parent the Company or any of the Parent Company Subsidiaries or any of their respective properties or assets assets, other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have or result in a Parent Company Material Adverse Effect. (c) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may declaration or filing with, any governmental or regulatory authority is necessary to be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust obtained or competition laws and the filing of the Certificate of Merger as required made by the DGCL Company or any Company Subsidiary in connection with the Company’s execution, delivery and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub performance of this Agreement or the consummation by Parent or Merger Sub the Company of the transactions contemplated hereby, except for (i) compliance with the NRS, with respect to the filing of the Articles of Merger, (ii) compliance with the HSR Act, (iii) the filing with the SEC of (A) the Joint Proxy Statement and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (iv) compliance with the rules of the NYSE, (v) Customary Post Closing Consents and (vi) compliance with the “blue sky” laws of various states, and except where the failure to obtain or take such permitsaction, authorizationsindividually or in the aggregate, consents has not had and would not reasonably be expected to have or approvals or to make such filings or give such notices does not constitute result in a Parent Company Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each of Parent Harpoon has full legal right and Merger Sub has the all requisite corporate power and authority to enter into execute and deliver this Agreement and all other agreements and documents each of the Transaction Documents, to consummate the transactions contemplated hereby to which it is a party thereby and to carry out perform its obligations hereunder and thereunder. The execution and delivery by Harpoon of this Agreement by Parent and Merger Subeach of the Transaction Documents, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby thereby and the performance of its obligations thereunder have been duly and validly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other all necessary corporate proceedings action on the part of Parent, Merger Sub or any Harpoon. Each of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement Transaction Documents has been duly and validly executed and delivered by Parent Harpoon and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger SubHarpoon, enforceable against it in accordance with its terms, except as such enforceability may other than the Sublease, which shall be limited executed and delivered by bankruptcyHarpoon upon the Series B Closing and shall thereupon constitute a valid and binding obligation of Harpoon, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered enforceable against it in a proceeding in equity or at Law)accordance with its terms. (b) Neither The execution, delivery and performance of the execution Transaction Documents by Harpoon, and delivery of this Agreement by Parent or Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of thereby (including the provisions herein Distribution), do not and will (i) result in a violation or breach of or conflict with the organizational documents of Parent or any of the Parent Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event whichnot, with notice or without notice, lapse of time or both, would constitute a default: (i) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, conflict with or result in a breach or violation of the Charter Documents or any resolution, action or written consent of the board of directors or stockholders of Harpoon; (ii) require any consent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Entity; (iii) conflict with, result in a default, modification or termination under, give any Person a right of termination termination, cancellation, acceleration, suspension or acceleration revocation under, result in the loss of a material benefit or the imposition of any obligation under, or result in the creation of require any Lien (other than a Permitted Lien) upon any of the properties consent, waiver, approval, notice, filing, declaration or assets owned or operated by Parent or any of the Parent Subsidiaries authorization under, any Transferred Contract or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind permit to which Parent or any of the Parent Subsidiaries Harpoon is a party or by which Parent Harpoon or any of the Parent Subsidiaries Transferred Assets are bound, which consent, waiver, approval, notice, filing, declaration or authorization has not been obtained or given on or before the date hereof; (iv) result in the creation or imposition of any of their respective properties or assets may be bound Lien on any Transferred Assets; or (iiiv) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgmentLaw to which Harpoon, ruling, order, writ, injunction, decree, statute or Law applicable to Parent the Business or any of the Parent Subsidiaries Transferred Assets are subject or any of their respective properties or assets other than any such event described bound. [ ] = Certain confidential information contained in (ii) or (iii) which does not constitute a Parent Material Adverse Effect. (c) Except for filingsthis document, permitsmarked by brackets, authorizations, consents, approvals and other applicable requirements as may be required under is filed with the Securities Act, the and Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing Commission pursuant to Rule 406 of the Certificate Securities Act of Merger 1933, as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effectamended.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective Boards of Directors of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No , and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium subject to the Bankruptcy and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Equity Exception. (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the performance or consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein Transactions will (i) result in a violation or breach of or conflict with the organizational documents certificate or articles of incorporation or bylaws of Parent or any of the Parent SubsidiariesMerger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, Merger Sub under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind material Contract to which Parent or any of the Parent Subsidiaries Merger Sub is a party or by which Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) which does that, individually or in the aggregate, have not constitute had and would not reasonably be likely to have a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing . The copies of the Certificate certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as required by in effect on the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub date of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse EffectAgreement.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective Boards of Directors of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No , and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium subject to the Bankruptcy and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Equity Exception. (b) Neither The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions. (c) None of the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby nor Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents certificate or articles of incorporation or bylaws of Parent or any of the Parent Subsidiaries, Merger Sub or (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (d) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets other than any such event described in items (i) or (ii) which, individually or (iii) which does in the aggregate, has not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (cd) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) compliance with the failure DGCL, with respect to obtain the filing of the Certificate of Merger, (ii) compliance with the HSR Act and the foreign competition and antitrust Laws set forth on Section 3.3(c)(ii) of the Company Disclosure Letter, (iii) the filing with the SEC of the Offer Documents and such permitsreports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq and the NYSE, (v) and relevant national implementations thereof, (vi) compliance with the “blue sky” laws of various states, and (vii) such consents, approvals, orders, authorizations, consents registrations, declarations or approvals filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and the Tender and Voting Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Tender and Voting Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective Boards of Directors of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No , and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than Transactions. Each of this Agreement and the Required Parent Vote (as defined in Section 5.11(b)). This Tender and Voting Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting the enforcement of creditors rights generally and similar laws relating to or affecting creditors generally or by equitable principles of general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)applicability. (b) Neither The respective Board of Directors of each of Parent and Merger Sub has approved this Agreement, the Tender and Voting Agreement, the Offer, the Merger and the other Transactions. (c) None of the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby Transactions nor compliance by Parent or Merger Sub with any of the provisions herein will will: (i) result in a violation or breach of or conflict with the organizational documents certificate or articles of incorporation or bylaws of Parent or any of the Parent Subsidiaries, Merger Sub; (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, Merger Sub under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries Merger Sub is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound bound, or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c4.3(d), violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets other than any such event described in items (ii) or and (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (cd) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for: (i) compliance with the failure DGCL with respect to obtain such permitsthe filing of the Certificate of Merger; (ii) compliance with and filings of applications and notices with, authorizations, consents or receipt of approvals or to make non-objections from, and expiration of related waiting periods required by, applicable Governmental Authorities, including under the HSR Act; (iii) the filing with the SEC of the Offer Documents and such filings or give such notices does not constitute a Parent Material Adverse Effectreports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions; (iv) compliance with Ohio Revised Code Section 1707.041; and (v) compliance with the rules of Amex.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each of Parent and Merger Sub The Company has the requisite corporate power and authority to enter into and deliver this Agreement and, subject to the adoption of the Plan of Merger by the Company’s shareholders under the MBCA and all other agreements and documents contemplated hereby to which it is a party and the Company Charter Documents, to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Parent and Merger Subthe Company, the performance by Parent and Merger Sub the Company of their respective its obligations hereunder and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby Transactions have been duly authorized and approved by the Company Board of Parent and by Parent acting in its capacity as the sole member of Merger SubSpecial Committee. No other corporate proceedings proceeding on the part of Parent, Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are Company is necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub the Company of their respective its obligations hereunder and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby other than Transactions, except for the approval of the Merger and adoption of the Plan of Merger by the holders of a majority of the issued and outstanding Shares (the “Required Parent Vote (as defined in Section 5.11(b)Company Shareholder Vote”). This Agreement has been duly executed and delivered by Parent the Company and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Sub, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws Laws of general application affecting or relating to or affecting the enforcement of creditors rights generally or by and equitable principles of general equity principles (regardless of applicability, whether such enforceability is considered in a proceeding at law or in equity or at Law(the “Bankruptcy and Equity Exception”). (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub the Company nor the performance or consummation by Parent or Merger Sub the Company of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein Transactions will (i) result in a violation or breach of or conflict with the organizational documents of Parent or any of the Parent Subsidiaries, Company Charter Documents; (ii) result in a modification, violation or breach of of, increased or accelerated liability or obligations under or conflict with any provisions of, or result in the loss of any benefit under or constitute a default (or an event whichthat, with notice or lapse of time or both, would constitute a default) under, or result in the termination, termination or cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon upon, any of the properties properties, rights or assets owned or operated by Parent the Company or any of the Parent its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind Contract to which Parent the Company or any of the Parent its Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries them or any of their respective properties properties, rights or assets may be bound bound; or (iii) subject to receipt of the Required Company Shareholder Vote and obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings Consents referred to in Section 5.3(c2.3(c), violate any judgment, ruling, order, writ, injunctioninjunction or decree of any Governmental Authority (“Judgment”) or any statute, code, decree, statute law, ordinance, rule, regulation or Law order of any Governmental Authority (“Law”), in each case applicable to Parent the Company or any of the Parent its Subsidiaries or any of their respective properties or assets assets, other than any such event than, with respect to events described in the foregoing clauses (ii) and (iii), as would not reasonably be expected to, individually or in the aggregate, (A) prevent or materially impair or delay the ability of the Company to carry out its obligations under this Agreement, and to consummate the Transactions; or (iiiB) which does not constitute otherwise have a Parent Company Material Adverse Effect. Section 2.3(b) of the Company Disclosure Letter sets forth a correct and complete list of Company Material Contracts pursuant to the terms of which material consents or waivers are required prior to and in respect of the consummation of the Transactions in order to avoid any of the effects described in clause (ii) of the first sentence of this Section 2.3(b) (whether or not subject to the exception set forth with respect to clauses (A) and (B) above). (c) Except for filingsNo Consent with or of any United States federal, permitsstate or local governmental or regulatory authority, authorizationscourt, consentsbody or instrumentality or any governmental or regulatory authority, approvals and other applicable requirements as may be required under the Securities Actcourt, the Exchange Act, the HSR Act, foreign antitrust body or competition laws and the filing instrumentality outside of the Certificate of Merger as required United States (each, a “Governmental Authority”) is necessary to be obtained or made by the DGCL and Company or any of its Subsidiaries in connection with the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the Company’s execution and delivery by Parent or Merger Sub of this Agreement or the consummation by the Company of the Transactions, except for (i) the filing of the Articles of Merger with the Secretary of State of the State of Minnesota and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business; (ii) the filing with the SEC of a proxy statement in definitive form relating to the Company Shareholders Meeting (such proxy statement, as amended or supplemented from time to time, the “Proxy Statement”) and compliance with other applicable requirements of the Exchange Act; (iii) such reports under Section 13 or 16 of the Exchange Act as may be required in connection with this Agreement and the Transactions; (iv) compliance with the rules of NASDAQ; (v) such Consents as may be required under any applicable foreign or state securities, “blue sky” or takeover law; (vi) such Consents as may be required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “HSR Act”) and under the Other Antitrust Laws set forth in Section 6.1(c) of the Company Disclosure Letter; (vii) the other Consents with or of Governmental Authorities set forth in Section 2.3(c) of the Company Disclosure Letter; and (viii) such other Consents which if not obtained or made would not reasonably be expected to, individually or in the aggregate, (A) prevent or materially impair or delay the ability of the Company to carry out its obligations under this Agreement, and to consummate the Transactions; or (B) otherwise have a Company Material Adverse Effect. (d) On or prior to the date hereof, a committee consisting of only disinterested directors of the Company Board, which complies with the requirements for such a committee set forth in Section 302A.673, Subd. 1(d), of the MBCA, and acting in accordance with Section 302A.673 of the MBCA (the “Special Committee”) has duly and unanimously: (i) approved this Agreement, the Plan of Merger and the Transactions (including the Merger and the Voting Agreement), which approval, to the extent applicable and assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 3.7, constituted approval for the purposes of Sections 302A.671 and 302A.673 of the MBCA as a result of which this Agreement, the Plan of Merger and the Transactions, including the Merger, the Voting Agreement and the other Transactions, are not and will not be subject to the restrictions on “control share acquisitions” or “business combinations” with an “interested shareholder” under the provision of Sections 302A.671 and 302A.673, respectively, of the MBCA; and (ii) recommended to the Company Board that the Company Board approve this Agreement, the Plan of Merger and the Transactions (including the Merger and the Voting Agreement). (e) On or prior to the date hereof, the Company Board has duly and unanimously adopted and as of the date hereof has not rescinded or modified in any way resolutions, (i) declaring that this Agreement, the Plan of Merger and the Transactions, including the Merger, are fair to and in the best interests of the Company and its shareholders; (ii) approving and declaring advisable this Agreement, the Plan of Merger and the Transactions, including the Merger (such approval having been made in accordance with the MBCA, including for purposes of Section 302A.613, Subd.1, thereof); (iii) recommending that the Company’s shareholders approve the Merger and adopt the Plan of Merger (such recommendations, the “Board Recommendation,” and such actions by the Company Board in this Section 2.3(e) and the actions of the Special Committee set forth in Section 2.3(d), collectively, the “Board Actions”); and (iv) directing that the approval of the Merger and the adoption of the Plan of Merger be submitted as promptly as practicable to the shareholders of the Company. (f) Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 3.7, no further action is required by the Company Board (or any committee thereof) or the shareholders of the Company to render inapplicable to this Agreement, the Merger, the Voting Agreement and the other Transactions (i) the restrictions on a “control share acquisition” (as defined in Section 302A.011, Subd. 38, of the MBCA) set forth in Section 302A.671 of the MBCA; (ii) the restrictions on “business combinations” with an “interested shareholder” (each as defined in Section 302A.011, Subd. 46 and Subd. 49, respectively, of the MBCA) set forth in Section 302A.673 of the MBCA; (iii) other similar anti-takeover statute or regulation in effect under Minnesota law; or (iv) any anti-takeover provision in the Company Charter Documents and, accordingly, none of the foregoing anti-takeover or similar statute or regulation or any anti-takeover provision in the Company Charter Documents applies to this Agreement, the Merger, the Voting Agreement or any other Transactions. Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 3.7, no other “moratorium”, “control share acquisition”, “business combination”, “fair price” or other form of anti-takeover Laws are or will be applicable to the Merger or the other Transactions, nor will any such Laws restrict, impair or delay the ability of Parent or Merger Sub after the Closing to vote or otherwise exercise all rights as a shareholder of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse EffectCompany.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26The execution, delivery and performance by each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent (and Merger Subwith respect to Parent, the performance by Parent and Merger Sub of their respective obligations hereunder CVR Agreement) and the consummation by each of Parent and Merger Sub of the transactions Merger and the other Transactions are within the corporate or similar powers of Parent and Merger Sub, as applicable, and, subject to the completion of the actions contemplated hereby by Section 5.14, have been duly authorized by all necessary corporate or similar action on the Board part of each of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No Sub and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution execution, delivery and delivery performance of this Agreement, Agreement or to consummate the performance by Merger and the other Transactions. Each of Parent and Merger M▇▇▇▇▇ Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement has been duly executed and delivered by Parent this Agreement (and Merger Sub with respect to Parent, the CVR Agreement) and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes a legal, valid and binding obligation agreement of each of Parent and Merger Sub, Sub enforceable against each of Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar other laws relating to or affecting creditors creditors’ rights generally or by and general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Lawequity). (b) Neither the execution The execution, delivery and delivery performance by M▇▇▇▇▇ Sub and Parent of this Agreement by Parent or Merger Sub nor (and with respect to Parent, the CVR Agreement) and the consummation by Parent or Merger Sub and Parent of the transactions contemplated hereby nor compliance by Parent or Merger Sub with Transactions require no Consent of any of the provisions herein will Governmental Authority, other than (i) the filing of a certificate of merger with respect to the Merger with the Delaware Secretary of State, (ii) compliance with any applicable requirements set forth on Section 4.2 of the Parent Disclosure Schedules, (iii) the filing of any reports under the Exchange Act as may be required in connection with this Agreement, the Merger, and the other Transactions including pursuant to Schedule 13D, (iv) compliance with applicable state securities or “blue sky” Laws and the securities Laws of any foreign country or any applicable rules of Nasdaq, and (v) any additional Consents with any other Governmental Authority, except, in the case of clause (v), those that the failure of which to make or obtain, individually or in the aggregate, would, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent’s or Merger Sub’s ability to consummate the Merger and the other Transactions. (c) The execution, delivery and performance by M▇▇▇▇▇ Sub and Parent of this Agreement (and with respect to Parent, the CVR Agreement) and the consummation of the Transactions, including the Merger, do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation, bylaws or other constituent documents of Merger Sub and Parent, (ii) assuming compliance with the matters referred to in Section 4.2(b), contravene, conflict with or result in a violation or breach of any provision of any applicable Law or conflict Order, (iii) assuming compliance with the organizational documents of Parent or any of the Parent Subsidiariesmatters referred to in Section 4.2(b), (ii) result in a violation or any breach of or conflict with any provisions of, or constitute a default (or an event which, that with notice or lapse of time or both, both would constitute become a default) under, or result in Parent or Merger Sub’s loss of any benefit or the terminationimposition of any additional payment or other liability under, cancellation ofor alter the rights or obligations of any third party under, or give rise to a right any third party any rights of purchase termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or accelerate the performance required byMerger Sub is a party, or result in a right of termination or acceleration under, or (iv) result in the creation or imposition of any Lien (other than a Permitted Lien) upon on any asset of the properties or assets owned or operated by Parent or any Merger Sub, except, in the case of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any each of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in clauses (ii) through (iv), for any such contravention, conflict, violation, breach, default, loss, payment, liability, alteration, right, Consent requirement, Lien or (iii) which does other occurrence that, individually or in the aggregate, would not constitute reasonably be expected to have a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under material adverse effect on Parent’s or Merger Sub’s ability to consummate the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws Merger and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effectother Transactions.

Authorization; No Conflict. (a) Assuming Each of the accuracy of Section 4.26, each of Parent and Merger Sub the Purchaser has the requisite corporate power and authority to enter into execute and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party the Voting Agreement and to carry out consummate the Transactions and the transactions contemplated by the Voting Agreement, and to perform its obligations hereunder under this Agreement and thereunderthe Voting Agreement. The execution execution, delivery and delivery performance by the Parent and the Purchaser of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder Voting Agreement and the consummation by Parent of the Transactions and Merger Sub of the transactions contemplated hereby by the Voting Agreement have been duly authorized by the Board of Parent and by Parent acting all necessary corporate action in its capacity as the sole member of Merger Sub. No other corporate proceedings respect thereof on the part of Parent, Merger Sub or any each of the Parent Subsidiaries (including any vote and the Purchaser, and by the Parent as the sole stockholder of any class the Purchaser, and no other corporate action is required on the part of the Parent or series of outstanding capital stock) are necessary the Purchaser to authorize the execution and delivery by the Parent and the Purchaser of this Agreement, Agreement and the performance by Parent and Merger Sub of their respective obligations hereunder Voting Agreement and the consummation by Parent them of the Transactions and Merger Sub of the transactions contemplated hereby other than by the Required Parent Vote (as defined in Section 5.11(b))Voting Agreement. This Agreement has and the Voting Agreement have been duly executed and delivered by the Parent and Merger Sub the Purchaser and, assuming due valid authorization, execution and delivery hereof and thereof by the CompanyCompany (and, constitutes a in the case of the Voting Agreement, by the other parties thereto), this Agreement and the Voting Agreement constitute the valid and binding obligation obligations of each of the Parent and Merger Sub, the Purchaser enforceable against each of them in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium their respective terms (subject to the Bankruptcy and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at LawEquity Exception). (b) Neither the execution and delivery of this Agreement or the Voting Agreement by the Parent or Merger Sub the Purchaser, nor the consummation by the Parent or Merger Sub the Purchaser of the Transactions or the transactions contemplated hereby nor by the Voting Agreement, or compliance by the Parent or Merger Sub the Purchaser with any of the terms or provisions herein will or therein, will: (i) result in a violation or breach of or conflict with or violate any provision of the organizational documents certificate of incorporation or bylaws of either the Parent or any of the Parent SubsidiariesPurchaser, (ii) violate, conflict with or result in a violation or breach of any terms, conditions or conflict with any provisions of, or constitute a default (with or an event which, with without notice or the lapse of time time, or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a any right of purchase termination, cancellation, or acceleration of any obligation or the loss of any benefit under, or accelerate the performance required by, or result in require a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under consent pursuant any of the terms, provisions, or conditions or provisions of any material loan or credit agreement, note, bond, mortgage, indenture, deed of trust, license, agreement, contract, lease, agreement Permit, concession, franchise, plan or other instrument or obligation of any kind to which the Parent or any of the Parent Subsidiaries Purchaser is a party or by which Parent or any of the Parent Subsidiaries or any of their respective assets or properties or assets may be bound or is bound, (iii) subject to obtaining require any filing by the Parent or making the consentsPurchaser with, approvalsor Permit, ordersor Consent of, authorizationsany Governmental Entity other than the Regulatory Filings, registrations, declarations and filings referred to in Section 5.3(c), or (iv) conflict with or violate any judgment, ruling, order, writ, injunctionInjunction, decree, statute or Law applicable to Parent the Parent, or any of the Parent Subsidiaries or any of their respective its properties or assets other than any such event described assets; except in the case of clause (ii), (iii) or (iiiiv) for such violations, breaches or defaults which does not constitute a Parent Material Adverse Effect. (c) Except for filingswould not, permitsindividually or in the aggregate, authorizations, consents, approvals and other applicable requirements as may be required under impair the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing ability of each of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of the Purchaser to perform its obligations under this Agreement Agreement, as the case may be, or prevent or materially delay the consummation by Parent or Merger Sub of any of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse EffectTransactions.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.264.25, each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other corporate proceedings on the part of Parent, Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law). (b) Neither None of the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby nor or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents of Parent or any of the Parent Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, termination or cancellation of, or give rise to a right of purchase under, or accelerate the performance required byby Parent or any of the Parent Subsidiaries under, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, effect under any of the terms, conditions or provisions of of, any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in (i) only with respect to any Parent Subsidiary or (ii) or (iii) which does not constitute a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, state securities or blue sky laws, the HSR Act, the EC Merger Regulation or other foreign antitrust or competition laws Laws, and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each of Parent and Merger Sub Buyer has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger SubBuyer, the performance by Parent and Merger Sub Buyer of their respective its obligations hereunder and the consummation by Parent and Merger Sub Buyer of the transactions contemplated hereby have been duly authorized by the Board of Parent and by Parent acting in its capacity as the sole member Directors of Merger SubBuyer. No other corporate proceedings on the part of Parent, Merger Sub Buyer or any of the Parent Buyer Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub Buyer of their respective its obligations hereunder and the consummation by Parent and Merger Sub Buyer of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))hereby. This Agreement has been duly executed and delivered by Parent Buyer, and Merger Sub and, assuming the due authorization, execution and delivery by the CompanySeller, constitutes a valid and binding obligation of Parent and Merger SubBuyer, enforceable in accordance with its terms, except as such to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium and similar reorganization or other laws relating to or affecting creditors the enforcement of creditors’ rights generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)equitable principles. (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub Buyer, nor the consummation by Parent or Merger Sub Buyer of the transactions contemplated hereby nor compliance by Parent or Merger Sub Buyer with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation, bylaws or other organizational documents of Parent Buyer or any of the Parent Buyer Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination termination, conversion (with respect to any security) or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent Buyer or any of the Parent Buyer Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Buyer or any Buyer Subsidiary under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent Buyer or any of the Parent Buyer Subsidiaries is a party or by which Parent Buyer or any of the Parent Buyer Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (c) below, violate any judgment, ruling, order, writ, injunction, decree, statute statute, law (including the common law), rule or Law regulation applicable to Parent Buyer or any of the Parent Buyer Subsidiaries or any of their respective properties or assets other than any such event described in clauses (ii) or (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have or result in a Parent Buyer Material Adverse Effect. (c) Except for filingsNo consent, permitsapproval, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust order or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval authorization of, or registration, declaration or filing with, any Governmental Entity governmental or regulatory authority is necessary for the execution to be obtained or made by Buyer or any Buyer Subsidiary in connection with Buyer’s execution, delivery and delivery by Parent or Merger Sub performance of this Agreement or the consummation by Parent or Merger Sub Buyer of the transactions contemplated hereby, except for (i) compliance with the HSR Act and (ii) compliance with the “blue sky” laws of various states, and except where the failure to obtain or take such permitsaction, authorizationsindividually or in the aggregate, consents has not had and would not reasonably be expected to have or approvals or to make such filings or give such notices does not constitute result in a Parent Buyer Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and all other agreements and documents contemplated hereby to which it is a party and delivery of this Agreement, to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent acting in its capacity as the sole member stockholder of Merger Sub. No , which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stockstock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium subject to the Bankruptcy and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the performance or consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein Transactions will (i) result in a violation or breach of or conflict with the organizational documents certificate or articles of incorporation or bylaws of Parent or any of the Parent SubsidiariesMerger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, Merger Sub under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind material Contract to which Parent or any of the Parent Subsidiaries Merger Sub is a party or by which Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)4.3(d) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) which does that, individually or in the aggregate, have not constitute had and would not reasonably be likely to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (cd) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's or Merger Sub's execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) the failure filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to obtain transact business, (ii) compliance with the HSR Act and any applicable foreign Antitrust Laws, (iii) the filing with the SEC of the Offer Documents and such permitsreports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq, (v) compliance with the "blue sky" laws of various states, and (vi) such consents, approvals, orders, authorizations, consents registrations, declarations or approvals filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be likely to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (ai) Assuming the accuracy of Section 4.26, each of Parent and Merger Sub The Credit Union has the requisite corporate power and authority to enter into execute and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder(which includes the issuance of the Subordinated Debt) and, when issued, under the Subordinated Debt. The execution execution, delivery and delivery performance by the Credit Union of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other corporate proceedings all necessary action on the part of Parentthe Credit Union and its Members and other non-Member holders of Capital Interests (collectively, Merger Sub “Interest Holders”), and no further approval or any authorization is required on the part of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub Credit Union. The resolutions of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation Board of Parent and Merger Sub, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law). (b) Neither Directors authorizing the execution and delivery of this Agreement and the performance of the Credit Union’s obligations hereunder, including the issuance of the Subordinated Debt, a copy of which havehas been provided to the Investor prior to the Signing Date, are true, complete and correct copies of such documents as in full force and effect as of the Signing Date and as of the Closing Date.‌ (ii) The execution, delivery and performance by Parent or Merger Sub nor the Credit Union of this Agreement and the consummation by Parent or Merger Sub of the transactions contemplated hereby nor and compliance by Parent or Merger Sub the Credit Union with any of the provisions herein hereof, will not (iA) violate, conflict with, or result in a violation or breach of or conflict with the organizational documents of Parent or any of the Parent Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation termination of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration underof, or result in the creation of any Lien (other than a Permitted Lien) lien, security interest, charge or encumbrance upon any of the properties or assets owned or operated by Parent of the Credit Union or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, Credit Union Subsidiary under any of the terms, conditions or provisions of (x) its organizational documents or (y) any note, debenture, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent the Credit Union or any of the Parent Subsidiaries Credit Union Subsidiary is a party or by which Parent it or any Credit Union Subsidiary may be bound, or to which the Credit Union or any Credit Union Subsidiary or any of the Parent Subsidiaries or any of their respective properties or assets of the Credit Union or any Credit Union Subsidiary may be bound subject, or (iiiB) subject to obtaining or making compliance with the consents, approvals, orders, authorizations, registrations, declarations statutes and filings regulations referred to in Section 5.3(c)the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction, decree, statute injunction or Law decree applicable to Parent the Credit Union or any of the Parent Subsidiaries Credit Union Subsidiary or any of their respective properties or assets other than any such event described except, in the case of clauses (iiA)(y) and (B), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.‌ (iii) which does not constitute a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, Other than such filings and approvals and other applicable requirements as may are required to be required made or obtained under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition any state “blue sky” laws and the filing of the Certificate of Merger such as required by the DGCL and the Limited Liability Company Act, respectivelyhave been made or obtained, no filing with or notice to, and no permitfiling with, exemption or review by, or authorization, consent or approval of, any Governmental Entity is necessary for required to be made or obtained by the execution and delivery by Parent or Merger Sub of this Agreement or Credit Union in connection with the consummation by Parent or Merger Sub the Credit Union of the transactions contemplated herebyPurchase except for any such notices, except where the failure to obtain such permitsfilings, exemptions, reviews, authorizations, consents or and approvals or the failure of which to make such filings or give such notices does not constitute obtain would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective Boards of Directors of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No , and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting the enforcement of creditors rights generally and similar laws relating to or affecting creditors generally or by equitable principles of general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)applicability. (b) Neither None of the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby nor Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents certificate or articles of incorporation or bylaws of Parent, Merger Sub or any subsidiary of Parent or any of other than Merger Sub (the “Parent Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent Parent, Merger Sub or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contractContract, lease, agreement or other instrument or obligation of any kind to which Parent Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (d) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (c) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) compliance with the failure DGCL, with respect to obtain the filing of the Certificate of Merger, (ii) compliance with the HSR Act and any other applicable competition or antitrust Laws (iii) the filing with the SEC of the Offer Documents and such permitsreports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq, and (v) such consents, approvals, orders, authorizations, consents registrations, declarations or approvals filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective Boards of Directors of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No , and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting the enforcement of creditors rights generally and similar laws relating to or affecting creditors generally or by equitable principles of general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)applicability. (b) Neither The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by unanimous written consent on or prior to the date hereof, and not subsequently rescinded or modified in any way, approved this Agreement, the Merger and the other Transactions. (c) None of the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby nor Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents certificate or articles of incorporation or bylaws of Parent, Merger Sub or any subsidiary of Parent or any of other than Merger Sub (the “Parent Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent Parent, Merger Sub or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (d) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (cd) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) compliance with the failure DGCL, with respect to obtain the filing of the Certificate of Merger, (ii) compliance with the HSR Act, (iii) the filing with the SEC of such permitsreports or schedules under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement, the Voting Agreements and the Transactions, (iv) compliance with the rules of Nasdaq and (v) such consents, approvals, orders, authorizations, consents registrations, declarations or approvals filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective Boards of Directors of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No , and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, and assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium subject to the Bankruptcy and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Equity Exception. (b) Neither The respective board of directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions. (c) None of the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby nor Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents certificate or articles of incorporation or bylaws of Parent or any of the Parent SubsidiariesMerger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations declarations, notifications and filings referred to in Section 5.3(c)paragraph (d) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets other than assets, except, with regard to clause (ii), for any such event described conflicts, violations, breaches, defaults or other occurrences that, individually or in (ii) or (iii) which does the aggregate, would not constitute reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company and attached to this Agreement as Exhibit D and Exhibit E, respectively, are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (cd) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent or any subsidiary of Parent (including Merger Sub Sub) in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) compliance with the failure DGCL, with respect to obtain the filing of the Certificate of Merger; (ii) compliance with the Securities Act and Exchange Act and the Blue-Sky Laws, including without limitation: (A) the Schedule 14D-9, (B) the Offer Documents, (C) the Proxy Statement (if any), (D) the Information Statement, and (E) such permitsreports under Sections 13 or 16 of the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with this Agreement and the Transactions; (iv) compliance with the rules of Nasdaq; and (v) such consents, approvals, orders, authorizations, consents filings, declarations, notifications or approvals registrations, that if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective Boards of Directors of Parent and Merger Sub, and, following the adoption of this Agreement by Parent acting in its capacity as the sole member stockholder of Merger Sub. No , which shall occur prior to Closing, no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stockstock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium subject to the Bankruptcy and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the performance or consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein Transactions will (i) result in a violation or breach of or conflict with the organizational certificate of incorporation, bylaws or other charter documents of Parent or any of the Parent SubsidiariesMerger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, Merger Sub under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind material Contract to which Parent or any of the Parent Subsidiaries Merger Sub is a party or by which Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)4.3(d) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets other than any such event or events described in items (i), (ii) or (iii) which does that, individually or in the aggregate, have not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (cd) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's or Merger Sub's execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) the failure filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to obtain transact business, (ii) compliance with the HSR Act and any applicable foreign Antitrust Laws, (iii) the filing with the SEC of the Offer Documents and such permitsreports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of The NASDAQ Stock Market LLC, (v) compliance with the "blue sky" laws of various states, and (vi) such consents, approvals, orders, authorizations, consents registrations, declarations or approvals filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board respective Boards of Directors of each of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No , and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable in accordance with its terms, except as such to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium and similar reorganization or other laws relating to or affecting creditors the enforcement of creditors’ rights generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)equitable principles. (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub Sub, nor the consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents certificate or articles of incorporation or bylaws of Parent or any of the Parent SubsidiariesMerger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries Merger Sub under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or Merger Sub under any of the terms, conditions or provisions of of, any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation Contract of any kind to which Parent or any of the Parent Subsidiaries Merger Sub is a party or by which Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (c) below, violate any judgment, ruling, order, writ, injunction, decree, statute statute, law (including the common law), rule or Law regulation applicable to Parent or any of the Parent its Subsidiaries or any of their respective properties or assets other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have or result in a Parent Material Adverse Effect. (c) Except for filingsOther than in connection with or in compliance with the provisions of (i) the DGCL, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, (ii) the Exchange Act, (iii) the HSR ActAct and (iv) competition approvals in foreign countries, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectivelyif applicable, no consent, approval, order or authorization of, or registration, declaration or filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority or Person is necessary for the execution and delivery to be obtained or made by Parent or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain or take such permitsaction, authorizationsindividually or in the aggregate, consents has not had and would not reasonably be expected to have or approvals or to make such filings or give such notices does not constitute result in a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each of Parent and Merger Sub The Company has the all requisite corporate power and authority to enter into execute and deliver this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, to consummate the Transactions. The execution and delivery by the Company of this Agreement and, assuming the representations and warranties set forth in Section 4.8 are true and correct and that the Transactions are consummated in accordance with Section 251(h) of the DGCL, the consummation by the Company of the Transactions have been duly authorized by all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereundernecessary corporate action on the part of the Company. The execution and delivery of this Agreement by Parent and Merger Subthe Company, the performance by Parent and Merger Sub the Company of their respective its obligations hereunder and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby Transactions have been duly authorized and approved unanimously by the Company Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other corporate proceedings on the part of Parent, Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Special Committee. This Agreement has been duly executed and delivered by Parent the Company and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of the Company, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Sub, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws Laws of general application affecting or relating to or affecting the enforcement of creditors rights generally or by and equitable principles of general equity principles (regardless of applicability, whether such enforceability is considered in a proceeding at law or in equity or at Law(the “Bankruptcy and Equity Exception”). . (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub the Company nor the performance or consummation by Parent or Merger Sub the Company of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein Transactions will (i) result in a violation or breach of or conflict with the organizational documents of Parent or any of the Parent Subsidiaries, Company Charter Documents; (ii) result in a modification, violation or breach of of, increased liability under or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event whichthat, with notice or lapse of time or both, would constitute a default) under, or result in the termination, termination or cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon upon, any of the properties properties, rights or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, Company under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind Company Material Contract to which Parent or any of the Parent Subsidiaries Company is a party or by which Parent the Company or any of the Parent Subsidiaries or any of their respective properties its properties, rights or assets may be bound bound; or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings Consents referred to in Section 5.3(c3.3(c), violate any judgment, ruling, order, writ, injunctioninjunction or decree of any Governmental Authority (“Judgment”) or any statute, code, decree, statute law, ordinance, rule, regulation or Law order of any Governmental Authority (“Law”), in each case applicable to Parent the Company or any of the Parent Subsidiaries or any of their respective its properties or assets assets, other than any such event than, with respect to events described in the foregoing clauses (ii) or and (iii) which does ), as, individually or in the aggregate, has not constitute had, and would not reasonably be expected to have, a Parent Company Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming If the accuracy of Section 4.26, each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it Subscriber is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Suban individual, the performance by Parent and Merger Sub of their respective obligations hereunder and Subscriber has all requisite legal capacity for the consummation by Parent and Merger Sub purchase of the transactions contemplated hereby have been duly authorized by SWS Tokens; the Board of Parent and by Parent acting in its Subscriber has all requisite legal capacity as the sole member of Merger Sub. No other corporate proceedings on the part of Parent, Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize for the execution and delivery of this AgreementSubscription Agreement and each other document required to be executed and delivered by the Subscriber in connection with this subscription for the SWS Tokens; and neither the execution, delivery or performance of this Subscription Agreement or any other document required to be executed and delivered by the performance by Parent and Merger Sub of their respective obligations hereunder and Subscriber in connection with this subscription for the SWS Tokens, nor the consummation by Parent and Merger Sub of any of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery or thereby by the CompanySubscriber, constitutes a valid and binding obligation (a) will violate or conflict with any law, rule, regulation, judgment, order or decree of Parent and Merger Subany court or other governmental body, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law). (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub will conflict with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents of Parent or any of the Parent Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, any breach or give rise to a right of purchase default under, permit any party to accelerate any rights under or accelerate the performance required by, or result in a right of termination or acceleration underterminate, or result in the creation of any Lien (other than a Permitted Lien) upon any of lien, charge or encumbrance pursuant to the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions provision of any notematerial contract, bondindenture, mortgage, indenturelease, deed of trustfranchise, license, contractpermit authorization, lease, agreement or other instrument or obligation agreement of any kind to which Parent or any of the Parent Subsidiaries Subscriber is a party or by which Parent the Subscriber is bound or any of to which the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries Subscriber are subject, or any of their respective properties or assets other than any such event described in (ii) or (iii) which does not constitute a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under will require the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofof any person other than consents or approvals that have already been obtained. If the Subscriber is an entity, any Governmental Entity the Subscriber is necessary for a corporation or other organization duly incorporated or organized, validly existing and in good standing under the laws of its state of incorporation or organization and has the requisite power and authority to carry on its business and operations as now being conducted, the execution and delivery by Parent or Merger Sub of this Subscription Agreement and each other document required to be executed and delivered by the Subscriber in connection with its subscription for the SWS Tokens, and the performance by the Subscriber under those agreements, have been duly authorized by appropriate action. The Subscriber shall deliver to the General Partner any evidence of the foregoing as the General Partner may reasonably require, whether by way of certified resolution or otherwise; and the person executing and delivering this Subscription Agreement and any other instruments on behalf of the Subscriber has all requisite power, authority and capacity to execute and deliver those instruments. If the Subscriber is acting as trustee, agent, representative or nominee for a subscriber (an “Ultimate Owner”): The Subscriber understands and acknowledges that the representations, warranties and agreements made in this Subscription Agreement are made by the Subscriber both (a) with respect to the Subscriber and (b) with respect to the Ultimate Owner. The Subscriber further represents and warrants that it has all requisite power and authority from the Ultimate Owner to execute and perform the obligations under this Subscription Agreement. Except as otherwise agreed to in writing with the General Partner, the Subscriber agrees to indemnify the SWS Parties for any and all costs, fees and expenses (including reasonable legal fees and disbursements) in connection with any damages resulting from the assertion of the Subscriber’s Ultimate Owner that there was no proper authorization from the Ultimate Owner to enter into this Subscription Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effectperform its obligations under it.

Authorization; No Conflict. (ai) Assuming the accuracy of Section 4.26, each of Parent and Merger Sub BCH has the requisite corporate limited liability company power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party the Voting Agreement and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Voting Agreement by Parent and Merger SubBCH, the performance by Parent and Merger Sub BCH of their respective its obligations hereunder and thereunder and the consummation by Parent and Merger Sub BCH of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board board of Parent managers of BCH and by Parent acting in its capacity as the sole member of Merger Sub. No no other corporate limited liability company proceedings on the part of Parent, Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) BCH are necessary pursuant to its governing documents and the Delaware Limited Liability Company Act to authorize this Agreement or the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of Voting Agreement or to consummate the transactions contemplated hereby other than and thereby. Each of this Agreement and the Required Parent Vote (as defined in Section 5.11(b)). This Voting Agreement has been duly executed and delivered by Parent BCH and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation agreement of Parent and Merger SubBCH, enforceable against BCH in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors generally or by creditors’ rights and to general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)equitable principles. (bii) Neither the execution and delivery of this Agreement or the Voting Agreement by Parent or Merger Sub BCH, nor the consummation by Parent or Merger Sub BCH of the transactions contemplated hereby or thereby nor compliance by Parent or Merger Sub BCH with any of the provisions herein or therein will (iA) result in a violation or breach of or conflict with the organizational documents certificate of Parent formation or any limited liability company agreement of the Parent SubsidiariesBCH, (iiB) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties properties, rights or assets owned or operated by Parent BCH or any of the Parent its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to BCH or any of its Subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent BCH or any of the Parent its Subsidiaries is a party or by which Parent BCH or any of the Parent its Subsidiaries or any of their respective properties properties, rights or assets may be bound or (iiiC) subject to obtaining or making the consents, approvals, ordersOrders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (iii) below, violate any judgment, ruling, order, writ, injunction, decree, statute Order or Law applicable to Parent BCH or any of the Parent its Subsidiaries or any of their respective properties properties, rights or assets assets, other than any such event described in items (iiB) or (iiiC) which does which, individually or in the aggregate, would not constitute reasonably be expected to have a Parent Material Adverse EffectEffect on BCH. (ciii) Except for filings, permits, authorizations, the consents, approvals and other applicable requirements as may be required under the Securities Actapprovals, the Exchange ActOrders or authorizations of, the HSR Actor registrations, foreign antitrust declarations or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval offilings with, any Governmental Entity Authority set forth in Section 3.1(c)(iii) of the BCH Disclosure Schedule (together with the matters described in clauses (A) and (B) below, the “Requisite BCH Regulatory Approvals”), no consent, approval, Order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary for the execution to be obtained or made by BCH or any of its Subsidiaries in connection with BCH’s execution, delivery and delivery by Parent or Merger Sub performance of this Agreement and the Voting Agreement or the consummation by Parent or Merger Sub BCH of the transactions contemplated herebyhereby or thereby, except for (A) compliance with the H▇▇▇ S▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and other applicable foreign competition or antitrust laws, if any, (B) the applicable requirements of the Securities Act, Exchange Act and state securities and “blue sky” laws, and (C) such other consents, approvals, Orders or authorization of, or registrations, declarations or filings with, any Governmental Authority where the failure to obtain or take such permitsaction, authorizationsindividually or in the aggregate, consents or approvals or would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse EffectEffect on BCH.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board respective Boards of Directors of Parent and by Parent acting in its capacity as Merger Sub and the sole member stockholder of Merger Sub. No , and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable in accordance with its terms, except as such to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium and similar reorganization or other laws relating to or affecting creditors the enforcement of creditors’ rights generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)equitable principles. (b) Neither the execution and delivery of this Agreement by Parent or and Merger Sub Sub, nor the consummation by Parent or and Merger Sub of the transactions contemplated hereby hereby, nor compliance by Parent or and Merger Sub with any of the provisions herein will shall (i) result in a violation or breach of or conflict with the organizational documents certificate of incorporation or bylaws of Parent or any of the Parent SubsidiariesMerger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) Security Interest upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries Merger Sub under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or Merger Sub under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries Merger Sub is a party or by which Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)4.3 below, violate any judgment, ruling, order, writ, injunction, decree, statute statute, law (including the common law), rule or Law regulation applicable to Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets other than any such event described in (ii) or (iii) which does not constitute a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effect.assets..

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent acting in its capacity as the sole member shareholder of Merger Sub. No , which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stockstock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium subject to the Bankruptcy and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the performance or consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein Transactions will (i) result in a violation or breach of or conflict with the organizational certificate of incorporation, bylaws or other charter documents of Parent or any of the Parent Merger Sub or their respective Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Merger Sub or their respective Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind Contract to which Parent or any of the Parent Merger Sub or their respective Subsidiaries is a party or by which Parent or any of the Parent Merger Sub or their respective Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)4.3(d) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent or any of the Parent Merger Sub or their respective Subsidiaries or any of their respective properties or assets other than any such event or events described in items (ii) or (iii) which does that, individually or in the aggregate, have not constitute had and would not reasonably be likely to have a Parent Material Adverse Effect. (cd) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) the failure filing of the Certificate of Merger with the Department of Treasury of the State of New Jersey and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to obtain transact business, (ii) compliance with the HSR Act and any applicable foreign Antitrust Laws, (iii) the filing with the SEC of the Offer Documents and such permitsreports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of The NASDAQ Stock Market LLC, (v) compliance with the “blue sky” laws of various states, and (vi) such consents, approvals, orders, authorizations, consents registrations, declarations or approvals filings, the lack of which, individually or in the aggregate, would not reasonably be likely to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (ai) Assuming the accuracy of Section 4.26, each of Parent and Merger Sub The Recipient has the requisite corporate power and authority to enter into execute and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder(which includes the issuance of the Subordinated Debt) and, when issued, under the Subordinated Debt. The execution execution, delivery and delivery performance by the Recipient of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other all necessary corporate proceedings action on the part of Parentthe Recipient and the holders of its Equity (including non-Member holders in the case of mutual institutions) (collectively, Merger Sub “Equityholders”), and no further approval or any authorization is required on the part of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub Recipient. The resolutions of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation Board of Parent and Merger Sub, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law). (b) Neither Directors authorizing the execution and delivery of this Agreement and the performance of the Recipient’s obligations hereunder, including the issuance of the Subordinated Debt, a copy of which have been provided to the Investor prior to the Signing Date, are true, complete and correct copies of such documents as in full force and effect as of the Signing Date and as of the Closing Date. (ii) The execution, delivery and performance by Parent or Merger Sub nor the Recipient of this Agreement and the consummation by Parent or Merger Sub of the transactions contemplated hereby nor and compliance by Parent or Merger Sub the Recipient with any of the provisions herein hereof, will not (iA) violate, conflict with, or result in a violation or breach of or conflict with the organizational documents of Parent or any of the Parent Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation termination of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration underof, or result in the creation of of, any Lien (other than a Permitted Lien) lien, security interest, charge or encumbrance upon any of the properties or assets owned or operated by Parent of the Recipient or any subsidiary of the Parent Subsidiaries underRecipient (each subsidiary, or result in being declared voida “Recipient Subsidiary” and, voidablecollectively, or without further binding effect, the “Recipient Subsidiaries”) under any of the terms, conditions or provisions of (x) its organizational documents or (y) any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent the Recipient or any of the Parent Subsidiaries Recipient Subsidiary is a party or by which Parent it or any Recipient Subsidiary may be bound, or to which the Recipient or any Recipient Subsidiary or any of the Parent Subsidiaries or any of their respective properties or assets of the Recipient or any Recipient Subsidiary may be bound subject, or (iiiB) subject to obtaining or making compliance with the consents, approvals, orders, authorizations, registrations, declarations statutes and filings regulations referred to in Section 5.3(c)the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction, decree, statute injunction or Law decree applicable to Parent the Recipient or any of the Parent Subsidiaries Recipient Subsidiary or any of their respective properties or assets other than any such event described except, in the case of clauses (iiA)(y) and (B), for those occurrences that, individually or (iii) which does in the aggregate, have not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (ciii) Except for filings, permits, authorizations, consents, Other than such filings and approvals and other applicable requirements as may are required to be required made or obtained under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition any state “blue sky” laws and the filing of the Certificate of Merger such as required by the DGCL and the Limited Liability Company Act, respectivelyhave been made or obtained, no filing with or notice to, and no permitfiling with, exemption or review by, or authorization, consent or approval of, any Governmental Entity is necessary for required to be made or obtained by the execution and delivery by Parent or Merger Sub of this Agreement or Recipient in connection with the consummation by Parent or Merger Sub the Recipient of the transactions contemplated herebyPurchase except for any such notices, except where the failure to obtain such permitsfilings, exemptions, reviews, authorizations, consents or and approvals or the failure of which to make such filings or give such notices does not constitute obtain would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by by, respectively, the Supervisory Board and Management Board of Parent and by Parent acting in its capacity as the sole member Board of Directors of Merger Sub. No , and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting the enforcement of creditors’ rights generally and similar laws relating to or affecting creditors generally or by equitable principles of general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)applicability. (b) Neither None of the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby nor Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents certificate or articles of incorporation or bylaws of Parent, Merger Sub or any other subsidiary of Parent or any of (such other subsidiaries, the “Parent Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent Parent, Merger Sub or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizationsAuthorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (c) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may No Consent with any Governmental Authority is necessary to be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust obtained or competition laws and the filing of the Certificate of Merger as required made by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofParent, any Governmental Entity is necessary for the execution and delivery by Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) compliance with the failure DGCL, with respect to obtain the filing of the Certificate of Merger, (ii) compliance with the HSR Act and any other applicable competition or antitrust Laws (iii) the filing with the SEC of the Offer Documents and such permitsreports under Sections 13 or 16 of the Exchange Act, authorizationsas may be required in connection with this Agreement and the Transactions, consents (iv) compliance with the rules of Nasdaq, and (v) such Consents the lack of which, individually or approvals or in the aggregate, has not had and would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective boards of directors of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No , and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting the enforcement of creditors rights generally and similar laws relating to or affecting creditors generally or by equitable principles of general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)applicability. (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby Transactions nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws or other similar organizational documents of Parent Parent, Merger Sub or any subsidiary of Parent other than Merger Sub (the “Parent Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions ofof or result in the loss of any benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent Parent, Merger Sub or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effectSubsidiaries, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (c) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (c) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) compliance with the failure DGCL, with respect to obtain the filing of the Certificate of Merger, (ii) the filing with the SEC of the Offer Documents and such permitsreports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, and (iii) such consents, approvals, orders, authorizations, consents registrations, declarations or approvals filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (ai) Assuming the accuracy of Section 4.26, each of Parent and Merger Sub Such Seller has the requisite corporate legal power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Parent and Merger Subsuch Seller, the performance by Parent and Merger Sub such Seller of their respective its obligations hereunder and the consummation by Parent and Merger Sub such Seller of the transactions contemplated hereby have been duly and validly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other corporate no legal proceedings on the part of Parent, Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) such Seller are necessary pursuant to its governing documents to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of Agreement or to consummate the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))hereby. This Agreement has been duly executed and delivered by Parent such Seller and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation agreement of Parent and Merger Subsuch Seller, enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors generally or by creditors’ rights and to general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)equitable principles. (bii) Neither Subject to receipt of the Requisite Regulatory Approvals, neither the execution and delivery of this Agreement by Parent or Merger Sub such Seller nor the consummation by Parent or Merger Sub such Seller of the transactions contemplated hereby nor compliance by Parent or Merger Sub such Seller with any of the provisions herein will (iA) result in a violation or breach of or conflict with the organizational governing documents of Parent or any of the Parent Subsidiariessuch Seller, (iiB) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries such Seller under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to such Seller under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries such Seller is a party or by which Parent such Seller or any of the Parent Subsidiaries or any of their respective its properties or assets may be bound or (iiiC) subject to obtaining or making the consents, approvals, ordersOrders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (iii) below, violate any judgment, ruling, orderOrder, writ, injunction, decree, statute decree or Law applicable to Parent such Seller or any of the Parent Subsidiaries or any of their respective its properties or assets assets, other than any such event described in items (iiB) or (iiiC) which does which, individually or in the aggregate, would not constitute reasonably be expected to have a Parent Material Adverse Effectmaterial adverse effect on the ability of such Seller to consummate the transactions contemplated by this Agreement. (ciii) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectivelyRequisite Regulatory Approvals, no consent, approval, Order or authorization of, or registration, declaration or filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the execution to be obtained or made by such Seller in connection with such Seller’s execution, delivery and delivery by Parent or Merger Sub performance of this Agreement or the consummation by Parent or Merger Sub such Seller of the transactions contemplated herebyhereby or thereby, except for (A) compliance with the HSR Act and other applicable foreign competition or antitrust laws, if any and (B) such other consents, approvals, Orders or authorization of, or registrations, declarations or filings with, any Governmental Authority where the failure to obtain or take such permitsaction, authorizationsindividually or in the aggregate, consents or approvals or would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse EffectEffect on such Seller.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement, the Exchange Agreement and the Voting Agreement by Parent and Merger SubSub (to the extent a party), the performance by Parent and Merger Sub of their respective obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by the Management Board and Supervisory Board of Parent and by Parent acting in its capacity as the sole member Board of Directors of Merger Sub. No Except as set forth in the Exchange Agreement, no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the Exchange Agreement and the Voting Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions. No vote of Parent’s stockholders is required in connection with this Agreement, the Exchange Agreement, or any of the Transactions, other than the Required Parent Vote (as defined approval of Parent’s stockholders in Section 5.11(b))connection with revisions to Parent’s stock option plan. This Each of this Agreement, the Exchange Agreement and the Voting Agreement has been duly and validly executed and delivered by Parent and Merger Sub (to the extent a party) and, assuming the due authorization, execution and delivery by the CompanyCompany (to the extent a party) and the other parties thereto, constitutes a constitute legal, valid and binding obligation obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium subject in each case to the Bankruptcy and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Equity Exception. (b) Neither the execution and delivery of this Agreement, the Exchange Agreement and the Voting Agreement by Parent or Merger Sub (to the extent a party), nor the consummation by Parent or Merger Sub of the transactions contemplated hereby Transactions nor compliance by Parent or Merger Sub with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the organizational documents certificate of Parent incorporation or by-laws of Merger Sub or any of the Parent Subsidiariesorganizational documents of Parent, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, Merger Sub under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries Merger Sub is a party or by which Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets may be bound bound, or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (c) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets other than any such event described in clauses (ii) or and (iii) which does above which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (c) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent or Merger Sub in connection with Parent’s or Merger Sub’s (to the extent a party) execution, delivery and performance of this Agreement, the Exchange Agreement and the Voting Agreement, or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) compliance with the failure DGCL, with respect to obtain the filing of the Certificate of Merger, (ii) compliance with the HSR Act and applicable foreign competition and antitrust laws, if any, (iii) the filing with the SEC of such permitsreports under Sections 13 or 16 of the Exchange Act, authorizationsas may be required in connection with this Agreement and the Transactions, consents (iv) compliance with the rules of Nasdaq, (v) compliance with the applicable requirements of CFIUS, pursuant to Section 721 of the DPA, (vi) compliance with the “blue sky” laws of various states, (vii) completing any notice required under the FDCA or approvals similar Laws of jurisdictions other than the United States, and (viii) any such consent, approval, order, authorization, registration, declaration or filing, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which shall occur immediately after the execution and all other agreements and documents contemplated hereby to which it is a party and delivery of this Agreement, to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby have Merger has been duly authorized by the Board respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent acting in its capacity as the sole member stockholder of Merger Sub. No , which shall occur immediately after the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stockstock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))by this Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium subject to the Bankruptcy and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Equity Exception. (b) The respective Boards of Directors of each of Parent and Merger Sub have, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement and the Merger. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the performance or consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of hereby, including the provisions herein Merger, will (i) result in a violation or breach of or conflict with the organizational documents certificate of incorporation or bylaws of Parent or any of the Parent SubsidiariesMerger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, Merger Sub under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind material Contract to which Parent or any of the Parent Subsidiaries Merger Sub is a party or by which Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)3.3(d) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets other than any such event or events described in items (ii) or (iii) which does that, individually or in the aggregate, have not constitute had and would not reasonably be likely to have a Parent Material Adverse Effect. The copies of the certificate of incorporation and bylaws of Merger Sub that have been provided to the Company are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement. (cd) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent, any Subsidiary of Parent or Merger Sub in connection with Parent’s or Merger Sub’s execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, including the Merger, except where for (i) the failure filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to obtain transact business, (ii) compliance with the HSR Act, (iii) compliance with the Exchange Act (including the filing with the SEC of such permitsreports under Sections 13 or 16 of the Exchange Act) and the rules and regulations promulgated thereunder, as may be required in connection with this Agreement and the Merger, (iv) compliance with the rules of the NYSE, (v) compliance with the “blue sky” Laws of various states, and (vi) such consents, approvals, orders, authorizations, consents registrations, declarations or approvals filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be likely to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.264.2.1 Borrower has duly authorized, executed and delivered each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby Operative Document to which it Borrower is a party (or such Operative Documents have been duly and validly assigned to carry out its Borrower and Borrower has authorized the assumption thereof, and has assumed the obligations hereunder of the assignor thereunder) and thereunder. The neither Borrower's execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the thereof nor its consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by thereby nor its compliance with the Board of Parent and by Parent acting in its capacity as terms thereof (a) does or will contravene the sole member of Merger Sub. No Governing Documents or any other corporate proceedings Legal Requirement applicable to or binding on the part of Parent, Merger Sub Borrower or any of its properties which, in the Parent Subsidiaries (including any vote case of any class or series of outstanding capital stock) are necessary such Legal Requirements, could reasonably be expected to authorize the execution and delivery of this Agreementhave a Material Adverse Effect, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law). (b) Neither the execution and delivery of this Agreement by Parent does or Merger Sub nor the consummation by Parent will contravene or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or any breach of or conflict with the organizational documents of Parent or constitute any of the Parent Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in require the creation of any Lien (other than a Permitted LienLiens) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries its property under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries it is a party or by which Parent it or any of the Parent Subsidiaries or any of their respective its properties or assets may be bound or (iii) subject to obtaining affected, or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in (ii) or (iii) which does not constitute a Parent Material Adverse Effect. (c) Except for filingsdoes or will require the consent or approval of any Person, permitsand with respect to any Governmental Authority, authorizationsdoes or will require any registration with, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval any other action of, with or by any applicable Governmental Entity Authority, in each case which has not already been obtained and disclosed in writing to Administrative Agent (except as set forth on Exhibit G-1 or otherwise provided in Section 4.9). 4.2.2 FEC has duly authorized, executed and delivered each Operative Document to which FEC is necessary for the a party and neither FEC's execution and delivery by Parent or Merger Sub of this Agreement or the thereof nor its consummation by Parent or Merger Sub of the transactions contemplated herebythereby nor its compliance with the terms thereof (a) does or will contravene the Governing Documents or any other Legal Requirement applicable to or binding on FEC or any of its properties which, except where in the failure case of such Legal Requirements, could reasonably be expected to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute have a Parent Material Adverse Effect, (b) does or will contravene or result in any breach of or constitute any default under, or result in or require the creation of any Lien (other than Permitted Liens) upon any of its property under, any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, or (c) does or will require the consent or approval of any Person, and with respect to any Governmental Authority, does or will require any registration with, or notice to, or any other action of, with or by any applicable Governmental Authority, in each case which has not already been obtained and disclosed in writing to Administrative Agent (except as set forth on Exhibit G-1 or otherwise provided in Section 4.9). 4.2.3 FEC-GP has duly authorized, executed and delivered each Operative Document to which FEC-GP is a party and neither FEC-GP's execution and delivery thereof nor its consummation of the transactions contemplated thereby nor its compliance with the terms thereof (a) does or will contravene the Governing Documents or any other Legal Requirement applicable to or binding on FEC-GP or any of its properties which, in the case of such Legal Requirements, could reasonably be expected to have a Material Adverse Effect, (b) does or will contravene or result in any breach of or constitute any default under, or result in or require the creation of any Lien (other than Permitted Liens) upon any of its property under, any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, or (c) does or will require the consent or approval of any Person, and with respect to any Governmental Authority, does or will require any registration with, or notice to, or any other action of, with or by any applicable Governmental Authority, in each case which has not already been obtained and disclosed in writing to Administrative Agent (except as set forth on Exhibit G-1 or otherwise provided in Section 4.9). 4.2.4 FEC-LP has duly authorized, executed and delivered each Operative Document to which FEC-LP is a party and neither FEC-LP's execution and delivery thereof nor its consummation of the transactions contemplated thereby nor its compliance with the terms thereof (a) does or will contravene the Governing Documents or any other Legal Requirement applicable to or binding on FEC-LP or any of its properties which, in the case of such Legal Requirements, could reasonably be expected to have a Material Adverse Effect, (b) does or will contravene or result in any breach of or constitute any default under, or result in or require the creation of any Lien (other than Permitted Liens) upon any of its property under, any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, or (c) does or will require the consent or approval of any Person, and with respect to any Governmental Authority, does or will require any registration with, or notice to, or any other action of, with or by any applicable Governmental Authority, in each case which has not already been obtained and disclosed in writing to Administrative Agent (except as set forth on Exhibit G-1 or otherwise provided in Section 4.9). 4.2.5 MEC has duly authorized, executed and delivered each Operative Document to which MEC is a party (or such Operative Documents have been duly and validly assigned to MEC and MEC has authorized the assumption thereof, and has assumed the obligations of the assignor thereunder) and neither MEC's execution and delivery thereof nor its consummation of the transactions contemplated thereby nor its compliance with the terms thereof (a) does or will contravene the Governing Documents or any other Legal Requirement applicable to or binding on MEC or any of its properties which, in the case of such Legal Requirements, could reasonably be expected to have a Material Adverse Effect, (b) does or will contravene or result in any breach of or constitute any default under, or result in or require the creation of any Lien (other than Permitted Liens) upon any of its property under, any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, or (c) does or will require the consent or approval of any Person, and with respect to any Governmental Authority, does or will require any registration with, or notice to, or any other action of, with or by any applicable Governmental Authority, in each case which has not already been obtained and disclosed in writing to Administrative Agent (except as set forth on Exhibit G-1 or otherwise provided in Section 4.9).

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute, deliver and deliver perform its obligations under this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, consummate the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other corporate proceedings on the part of Parent, Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Merger SubSub and, assuming the due authorization, execution and delivery hereof by the Company, is enforceable against Parent and Merger Sub in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium subject in each case to the Bankruptcy and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Equity Exception. (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub Sub, nor the consummation by Parent or Merger Sub of the transactions contemplated hereby Transactions nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of of, contravene or conflict with the certificate of incorporation or bylaws, or similar organizational documents documents, of Parent or any of the Parent SubsidiariesMerger Sub, (ii) assuming compliance with the matters referred to in Section 6.3(c), conflict with or result in a violation or breach of any applicable Judgment or conflict any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 6.3(c), require any provisions ofconsent or other action by any Person under, or constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) default or termination under, or result in cause or permit the termination, cancellation ofcancelation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or Merger Sub is entitled under any provision of any Contract binding upon Parent or Merger Sub or any Authorization affecting, or give rise to a right relating in any way to, the assets or the business of purchase under, Parent and its Subsidiaries or accelerate the performance required by, or result in a right of termination or acceleration under, or (iv) result in the creation or imposition of any Lien (other than a Permitted Lien) upon on any asset of the properties or assets owned or operated by Parent or any of its Subsidiaries, with only such exceptions, in the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any case of the terms, conditions or provisions each of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in clauses (ii) through (iv), as would not reasonably be expected to have, individually or (iii) which does not constitute in the aggregate, a Parent Material Adverse Effect. (c) Except The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions require no action by or in respect of, or filing with, any Governmental Authority, except for filings(i) filing the Certificate of Merger with the Secretary of State of the State of Delaware, permits(ii) compliance with and filings pursuant to Antitrust Laws, authorizationsif any, consents, approvals and other (iii) compliance with any applicable requirements as may be required under of the Securities Act, the Exchange ActAct and any other United States state or federal or Japanese securities Laws, the HSR Act, foreign antitrust (iv) compliance with any NASDAQ or competition laws Tokyo Stock Exchange rules and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with (v) actions or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where filings the failure to obtain such permits, authorizations, consents or approvals or of which to make such filings or give such notices does obtain has not constitute had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each of Parent and Merger Sub The Company has the requisite full corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and party, to carry out its obligations hereunder and thereunderthereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent and Merger Subthe Company, the performance by Parent the Company and Merger Sub the Company Subsidiaries of their respective obligations hereunder and the consummation by Parent the Company and Merger Sub the Company Subsidiaries of the transactions contemplated hereby Transactions have been duly authorized by the Company Board and, to the extent applicable, the boards of Parent and by Parent acting in its capacity as directors of the sole member of Merger SubCompany Subsidiaries. No other corporate or other proceedings on the part of Parent, Merger Sub the Company or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) Company Subsidiary are necessary to authorize the execution and delivery of this Agreement, the performance by Parent the Company and Merger Sub the Company Subsidiaries of their respective obligations hereunder and the consummation by Parent the Company and Merger Sub the Company Subsidiaries of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent the Company and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Subthe Company, enforceable in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting the enforcement of creditors’ rights generally and similar laws relating to or affecting creditors generally or by equitable principles of general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)applicability. (b) Neither the execution and The execution, delivery or performance of this Agreement by Parent or Merger Sub nor the Company, the consummation by Parent or Merger Sub the Company of the transactions contemplated hereby nor Transactions and compliance by Parent or Merger Sub the Company and the Company Subsidiaries with any of the provisions applicable to the Company and the Company Subsidiaries herein does not and will (i) not violate, conflict with or result in a violation or breach of or conflict with the organizational documents of Parent or any of the Parent Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation termination of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or give rise to any obligation to make payments or provide compensation under, or result in the creation of any Lien (Lien, other than a Permitted Lien) , upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, Company or result in being declared void, voidable, or without further binding effect, a Company Subsidiary under any of the terms, conditions or provisions of: (i) the certificate or articles of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement incorporation or bylaws or other instrument or obligation similar organizational documents of any kind to which Parent the Company or any of the Parent Subsidiaries is a party Company Subsidiaries, or any resolution adopted by which Parent Company Board or the board of directors of any of the Parent Subsidiaries or Company Subsidiaries, (ii) any of their respective properties or assets may be bound Company Material Contract, or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c3.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute injunction or decree (“Judgment”) or any Law applicable to Parent the Company or any of the Parent Company Subsidiaries or any of their respective properties or assets assets, other than any such event described in with respect to clause (ii) only, which, individually or (iii) which does in the aggregate, has not constitute had or would not reasonably be expected to have a Parent Material Adverse Effectmaterial adverse effect on the ability of the Company and the Company Subsidiaries to conduct the Business as currently conducted or to perform any of their respective obligations hereunder. (c) Except for filingsNo Governmental Authorization, permitsor any consent, authorizationsapproval, consentsorder or authorization of, approvals and other applicable requirements as may be required under the Securities Actor registration, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Body is necessary for to be obtained or made by the execution Company or any Company Subsidiary in connection with the Company’s execution, delivery and delivery by Parent or Merger Sub performance of this Agreement or the consummation by Parent or Merger Sub the Company of the transactions contemplated herebyTransactions, except for (i) compliance with and filings pursuant to the HSR Act or any other applicable Antitrust Law, (ii) compliance with and filings under the National Industrial Security Program Operating Manual (“NISPOM”), and (iii) any consent, approval, order, authorization, registration, declaration or filing required pursuant to any Contract between the Company or any Company Subsidiary and a Governmental Body entered into in the ordinary course of business with respect to Company Products, and except in the case of this clause (iii) only, where the failure to obtain or take such permitsaction, authorizationsindividually or in the aggregate, consents has not had or approvals would not reasonably be expected to have a material adverse effect on the ability the Company and the Company Subsidiaries to conduct the Business as currently conducted or to make such filings or give such notices does not constitute a Parent Material Adverse Effectperform any of their respective obligations hereunder.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each of Parent Bourbon and Merger Sub has Subsidiary have the requisite full right, corporate power and authority to enter into into, execute, deliver and deliver perform their obligations under this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunderAgreement. The execution execution, delivery and delivery performance of this Agreement by Parent Bourbon and Merger Sub, the performance Subsidiary has been duly authorized and approved by Parent all requisite corporate action. This Agreement constitutes a valid and legally binding obligation of each of Bourbon and Merger Sub Subsidiary. Neither the execution, delivery, or performance of their respective obligations hereunder and this Agreement, nor the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by will: (a) violate, conflict with, or result in a breach of any provision of the Board articles of Parent and by Parent acting in its capacity as incorporation of Bourbon, or the sole member certificate of incorporation of Merger Sub. No other corporate proceedings on Subsidiary or the part bylaws of Parent, Bourbon or Merger Sub Subsidiary; or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law). (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein will (i) violate, conflict with, or result in a violation or breach of or conflict with the organizational documents of Parent or any of the Parent Subsidiariesprovision of, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or (iii) result in the termination, cancellation of, or give rise to a right termination of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or (iv) result in the creation of any Lien (other than a Permitted Lien) lien, security interest, charge or encumbrance upon any of the properties or assets owned of Bourbon or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, Merger Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, lease, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent binds Bourbon or Merger Subsidiary or any assets of the Parent Subsidiaries is Bourbon or Merger Subsidiary which violation, conflict, breach, default, termination or acceleration of performance, lien, security interest, charge or encumbrance would have a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound material adverse effect on Bourbon and Merger Subsidiary, taken as a whole; or (iiic) subject to obtaining or making receipt of governmental approvals required to consummate the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)transactions contemplated by this Agreement, violate any judgment, ruling, order, writ, injunction, decree, statute statute, rule or Law regulation of any governmental body applicable to Parent Bourbon or Merger Subsidiary or any assets of the Parent Subsidiaries Bourbon or any of their respective properties or assets other than any such event described in (ii) or (iii) which does not constitute a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities ActMerger Subsidiary, the Exchange Actviolation of which is, either separately or in the HSR Actaggregate, foreign antitrust material to the financial condition or competition laws and the filing properties of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent Bourbon or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse EffectSubsidiary.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority authority, corporate or otherwise, to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board respective boards of directors of each of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No , and no other proceedings, corporate proceedings or otherwise, on the part of Parent, Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required adoption of this Agreement by Parent Vote (as defined in Section 5.11(b))the sole stockholder of Merger Sub. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable in accordance with its terms, except as such to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium and similar reorganization or other laws relating to or affecting creditors the enforcement of creditors’ rights generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)equitable principles. (b) No vote of the holders of Parent common stock or other securities of Parent is necessary to consummate the Merger. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub Sub, nor the consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents Governing Documents of Parent or any of the Parent SubsidiariesMerger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or any Parent Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c4.2(d), violate any judgment, ruling, order, writ, injunction, decree, statute statute, law (including the common law), rule or Law regulation applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have or result in a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a . A “Parent Material Adverse Effect” means a material adverse effect on the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each of Parent and Merger Sub The Company has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Subthe Company, the performance by Parent and Merger Sub the Company of their respective its obligations hereunder and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby have been duly authorized by the Board of Parent and by Parent acting in its capacity as Directors of the sole member of Merger SubCompany. No other corporate proceedings on the part of Parent, Merger Sub the Company or any of the Parent Company Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub the Company of their respective its obligations hereunder and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby other than hereby, except for the adoption of this Agreement by the Required Parent Company Stockholder Vote (as defined in Section 5.11(b2.11(b)). This Agreement has been duly executed and delivered by Parent the Company and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Subthe Company, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law). (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub the Company nor the consummation by Parent or Merger Sub the Company of the transactions contemplated hereby nor compliance by Parent or Merger Sub the Company with any of the provisions herein will (i) result in a violation or breach of or conflict with the (x) certificate or articles of incorporation or bylaws of the Company or any Company Subsidiary that is a corporation, (y) the articles or certificate of formation or the limited liability company agreement of any Company Subsidiary that is a limited liability company, or (z) the certificate of limited partnership or partnership agreement of any Company Subsidiary that is a limited partnership, or the organizational documents of Parent or any of the Parent Subsidiariesother Company Subsidiary, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lienas defined in Section 2.4(b)) upon any of the properties or assets owned or operated by Parent the Company or any of the Parent Company Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to the Company or any Company Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent the Company or any of the Parent Company Subsidiaries is a party or by which Parent the Company or any of the Parent Company Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (c) below, violate any judgment, ruling, order, writ, injunction, decree, statute statute, law (including the common law), rule or Law regulation applicable to Parent the Company or any of the Parent Company Subsidiaries or any of their respective properties or assets assets, other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have a Parent Company Material Adverse Effect. (c) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for to be obtained or made by the execution Company or any Company Subsidiary in connection with the Company’s execution, delivery and delivery by Parent or Merger Sub performance of this Agreement or the consummation by Parent or Merger Sub the Company of the transactions contemplated hereby, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and if required, the Competition Act (Canada) (the “Competition Act”), and other applicable foreign competition or antitrust laws, if any, (iii) the filing with the SEC of (A) a proxy statement relating to the Company Stockholders Meeting (as defined in Section 5.1(b)) (such proxy statement, as amended or supplemented from time to time, the “Proxy Statement”), and (B) such reports under Sections 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) compliance with the rules of the New York Stock Exchange (“NYSE”), (v) such governmental or tribal consents, qualifications or filings as are customarily obtained or made following the transfer of interests in oil and gas properties (“Customary Post Closing Consents”), and (vi) compliance with the “blue sky” laws of various states, and except in each case of clauses (i)-(vi) where the failure to obtain or take such permitsaction, authorizationsindividually or in the aggregate, consents or approvals or has not had and would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Company Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each of Parent and Merger Sub The Company has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Subthe Company, the performance by Parent and Merger Sub the Company of their respective its obligations hereunder and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby have been duly authorized by the Board of Parent and by Parent acting in its capacity as Directors of the sole member of Merger SubCompany. No other corporate proceedings on the part of Parent, Merger Sub the Company or any of the Parent Company Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub the Company of their respective its obligations hereunder and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby other than hereby, except for the adoption of this Agreement by the Required Parent Company Stockholder Vote (as defined in Section 5.11(b2.11(b)), if required by applicable law. This Agreement has been duly executed and delivered by Parent the Company and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Subthe Company, enforceable in accordance with its terms, except as such to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium and similar reorganization or other laws relating to or affecting creditors the enforcement of creditors' rights generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)equitable principles. (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub the Company nor the consummation by Parent or Merger Sub the Company of the transactions contemplated hereby nor compliance by Parent or Merger Sub the Company with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents (x) certificate or articles of Parent incorporation or bylaws of the Company or any Company Subsidiary that is a corporation or (y) the articles or certificate of formation or the Parent Subsidiarieslimited liability company agreement of any Company Subsidiary that is a limited liability company, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lienas defined in Section 2.4(b)) upon any of the properties or assets owned or operated by Parent the Company or any of the Parent Company Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent the Company or any of the Parent Company Subsidiaries is a party or by which Parent the Company or any of the Parent Company Subsidiaries or any of their respective properties or assets may be is bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (c) below and the Required Company Stockholder Vote, violate any judgment, ruling, order, writ, injunction, decree, statute statute, law (including the common law), rule or Law regulation applicable to Parent the Company or any of the Parent Company Subsidiaries or any of their respective properties or assets assets, other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, would not constitute reasonably be expected to have or result in a Parent Company Material Adverse Effect. (c) Except for filings, permits, authorizations, the consents, approvals and other applicable requirements as may be required under the Securities Actapprovals, the Exchange Actorders or authorizations of, the HSR Actor registrations, foreign antitrust declarations or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval offilings with, any Governmental Entity Authority set forth in Section 2.3 of the Company Disclosure Letter (the "Required Approvals"), no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary for to be obtained or made by the execution Company or any Company Subsidiary in connection with the Company's execution, delivery and delivery by Parent or Merger Sub performance of this Agreement or the consummation by Parent or Merger Sub the Company of the transactions contemplated hereby, except for (i) compliance with the DGCL, with respect to the filing of the Certificate of Merger, (ii) compliance with the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and t▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇lations promulgated thereunder (the "HSR Act") and the Competition Act (Canada) (the "Competition Act"), and other applicable foreign competition or antitrust laws, if any, (iii) the filing with the SEC of (A) a proxy statement relating to the Company Stockholders Meeting (as defined in Section 5.1(b)) (such proxy statement, as amended or supplemented from time to time, the "Proxy Statement"), and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iv) compliance with the rules of the NYSE, (v) such governmental or tribal consents, qualifications or filings as are customarily obtained or made following the transfer of interests in oil and gas properties ("Customary Post Closing Consents"), (vi) compliance with the "blue sky" laws of various states, and (vii) such other consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Authority where the failure to obtain or take such permitsaction, authorizationsindividually or in the aggregate, consents would not reasonably be expected to have or approvals or to make such filings or give such notices does not constitute result in a Parent Company Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute, deliver and deliver perform its obligations under this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, consummate the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other corporate proceedings on the part of Parent, Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent ▇▇▇▇▇▇ and Merger ▇▇▇▇▇▇ Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium subject in each case to the Bankruptcy and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Equity Exception. (b) Neither None of the execution and execution, delivery or performance of this Agreement by Parent or Merger Sub nor Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby nor Transactions, or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of of, contravene or conflict with the certificate of incorporation or bylaws, or similar organizational documents documents, of Parent or any of the Parent Subsidiaries, Merger Sub; (ii) assuming compliance with the matters referred to in Section 5.3(c), conflict with or result in a violation or breach of any applicable Judgment or conflict any provision of any applicable Law; (iii) assuming compliance with the matters referred to in Section 5.3(c), require any provisions ofconsent or other action by any Person under, or constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) default or termination under, or result in cause or permit the termination, cancellation ofcancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or Merger Sub is entitled under any provision of any Contract binding upon Parent or Merger Sub or any Authorization affecting, or give rise to a right relating in any way to, the assets or the business of purchase under, Parent and its Subsidiaries or accelerate the performance required by, or result in a right of termination or acceleration under, or (iv) result in the creation or imposition of any Lien (other than a Permitted Lien) upon on any asset of the properties or assets owned or operated by Parent or any of its Subsidiaries, with only such exceptions, in the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any case of the terms, conditions or provisions each of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in clauses (ii) through (iv), as would not reasonably be expected to have, individually or (iii) which does not constitute in the aggregate, a Parent Material Adverse Effect. (c) Except The execution, delivery and performance by ▇▇▇▇▇▇ and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions require no action by or in respect of, or filing by or with, any Governmental Authority, except for filings(i) filing the Certificate of Merger with the Secretary of State of the State of Delaware; (ii) compliance with and filings pursuant to Antitrust Laws, permits, authorizations, consents, approvals and other if any; (iii) compliance with any applicable requirements as may be required under of the Securities Act, the Exchange Act, the HSR Act, foreign antitrust Act and any other United States state or competition laws federal securities Laws; (iv) compliance with any Nasdaq rules and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with (v) actions or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where filings the failure to obtain such permits, authorizations, consents or approvals or of which to make such filings or give such notices does obtain has not constitute had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authorization; No Conflict. (ai) Assuming the accuracy of Section 4.26, each of Parent and Merger Sub The Recipient has the requisite corporate power and authority to enter into execute and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder(which includes the issuance of the Subordinated Debt) and, when issued, under the Subordinated Debt. The execution execution, delivery and delivery performance by the Recipient of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other all necessary corporate proceedings action on the part of Parentthe Recipient and the holders of its Equity (including non- Member holders in the case of mutual institutions) (collectively, Merger Sub “Equityholders”), and no further approval or any authorization is required on the part of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub Recipient. The resolutions of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation Board of Parent and Merger Sub, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law). (b) Neither Directors authorizing the execution and delivery of this Agreement and the performance of the Recipient’s obligations hereunder, including the issuance of the Subordinated Debt, a copy of which havehas been provided to the Investor prior to the Signing Date, are true, complete and correct copies of such documents as in full force and effect as of the Signing Date and as of the Closing Date. (ii) The execution, delivery and performance by Parent or Merger Sub nor the Recipient of this Agreement and the consummation by Parent or Merger Sub of the transactions contemplated hereby nor and compliance by Parent or Merger Sub the Recipient with any of the provisions herein hereof, will not (iA) violate, conflict with, or result in a violation or breach of or conflict with the organizational documents of Parent or any of the Parent Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation termination of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration underof, or result in the creation of of, any Lien (other than a Permitted Lien) lien, security interest, charge or encumbrance upon any of the properties or assets owned or operated by Parent of the Recipient or any subsidiary of the Parent Subsidiaries underRecipient (each subsidiary, or result in being declared voida “Recipient Subsidiary” and, voidablecollectively, or without further binding effect, the “Recipient Subsidiaries”) under any of the terms, conditions or provisions of (x) its organizational documents or (y) any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent the Recipient or any of the Parent Subsidiaries Recipient Subsidiary is a party or by which Parent it or any Recipient Subsidiary may be bound, or to which the Recipient or any Recipient Subsidiary or any of the Parent Subsidiaries or any of their respective properties or assets of the Recipient or any Recipient Subsidiary may be bound subject, or (iiiB) subject to obtaining or making compliance with the consents, approvals, orders, authorizations, registrations, declarations statutes and filings regulations referred to in Section 5.3(c)the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction, decree, statute injunction or Law decree applicable to Parent the Recipient or any of the Parent Subsidiaries Recipient Subsidiary or any of their respective properties or assets other than any such event described except, in the case of clauses (iiA)(y) and (B), for those occurrences that, individually or (iii) which does in the aggregate, have not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (ciii) Except for filings, permits, authorizations, consents, Other than such filings and approvals and other applicable requirements as may are required to be required made or obtained under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition any state “blue sky” laws and the filing of the Certificate of Merger such as required by the DGCL and the Limited Liability Company Act, respectivelyhave been made or obtained, no filing with or notice to, and no permitfiling with, exemption or review by, or authorization, consent or approval of, any Governmental Entity is necessary for required to be made or obtained by the execution and delivery by Parent or Merger Sub of this Agreement or Recipient in connection with the consummation by Parent or Merger Sub the Recipient of the transactions contemplated herebyPurchase except for any such notices, except where the failure to obtain such permitsfilings, exemptions, reviews, authorizations, consents or and approvals or the failure of which to make such filings or give such notices does not constitute obtain would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each of Parent and Merger Sub The Company has the requisite full corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and party, to carry out its obligations hereunder and thereunderthereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent and Merger Subthe Company, the performance by Parent the Company and Merger Sub the Company Subsidiaries of their respective obligations hereunder and the consummation by Parent the Company and Merger Sub the Company Subsidiaries of the transactions contemplated hereby Transactions have been duly authorized by the Company Board and, to the extent applicable, the boards of Parent and by Parent acting in its capacity as directors of the sole member of Merger SubCompany Subsidiaries. No other corporate or other proceedings on the part of Parent, Merger Sub the Company or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) Company Subsidiary are necessary to authorize the execution and delivery of this Agreement, the performance by Parent the Company and Merger Sub the Company Subsidiaries of their respective obligations hereunder and the consummation by Parent the Company and Merger Sub the Company Subsidiaries of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent the Company and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Subthe Company, enforceable in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting the enforcement of creditors’ rights generally and similar laws relating to or affecting creditors generally or by equitable principles of general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)applicability. (b) Neither the execution and The execution, delivery or performance of this Agreement by Parent or Merger Sub nor the Company, the consummation by Parent or Merger Sub the Company of the transactions contemplated hereby nor Transactions and compliance by Parent or Merger Sub the Company and the Company Subsidiaries with any of the provisions applicable to the Company and the Company Subsidiaries herein does not and will (i) not violate, conflict with or result in a violation or breach of or conflict with the organizational documents of Parent or any of the Parent Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation termination of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or give rise to any obligation to make payments or provide compensation under, or result in the creation of any Lien (Lien, other than a Permitted Lien) , upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, Company or result in being declared void, voidable, or without further binding effect, a Company Subsidiary under any of the terms, conditions or provisions of: (i) the certificate or articles of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement incorporation or bylaws or other instrument or obligation similar organizational documents of any kind to which Parent the Company or any of the Parent Subsidiaries is a party Company Subsidiaries, or any resolution adopted by which Parent Company Board or the board of directors of any of the Parent Subsidiaries or Company Subsidiaries, (ii) any of their respective properties or assets may be bound Company Material Contract, or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c3.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute injunction or decree (“Judgment”) or any Law applicable to Parent the Company or any of the Parent Company Subsidiaries or any of their respective properties or assets assets, other than any such event described in with respect to clause (ii) only, which, individually or (iii) which does in the aggregate, has not constitute had or would not reasonably be expected to have a Parent Material Adverse Effectmaterial adverse effect on the ability of the Company and the Company Subsidiaries to conduct the Business as currently conducted or to perform any of their respective obligations hereunder. (c) Except for filingsNo Governmental Authorization, permitsor any consent, authorizationsapproval, consentsorder or authorization of, approvals and other applicable requirements as may be required under the Securities Actor registration, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Body is necessary for to be obtained or made by the execution Company or any Company Subsidiary in connection with the Company’s execution, delivery and delivery by Parent or Merger Sub performance of this Agreement or the consummation by Parent or Merger Sub the Company of the transactions contemplated herebyTransactions, except for (i) compliance with and filings pursuant to the HSR Act or any other applicable Antitrust Law, (ii) compliance with and filings under the National Industrial Security Program Operating Manual (“NISPOM”), and (iii) any consent, approval, order, authorization, registration, declaration or filing required pursuant to any Contract between the Company or any Company Subsidiary and a Governmental Body entered into in the ordinary course of business with respect to Company Products, and except in the case of this clause (iii) only, where the failure to obtain or take such permitsaction, authorizationsindividually or in the aggregate, consents has not had or approvals would not reasonably be expected to have a material adverse effect on the ability the Company and the Company Subsidiaries to conduct the Business as currently conducted or to make such filings or give such notices does not constitute a Parent Material Adverse Effect.perform any of their respective obligations hereunder. 3.4

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board of Parent by, respectively, all necessary corporate action, and by Parent acting in its capacity as the sole member of Merger Sub. No no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting the enforcement of creditors rights generally and similar laws relating to or affecting creditors generally or by equitable principles of general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)applicability. (b) Neither None of the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby nor Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the certificate or articles of incorporation, bylaws or similar organizational documents of Parent Parent, Merger Sub or any other Subsidiary of Parent (such other subsidiaries, the “Parent Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent Parent, Merger Sub or any of the Parent Subsidiaries underSubsidiaries, or result in being declared void, voidable, a loss of any rights with respect to any such property or without further binding effectassets, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement trust or other instrument or obligation of any kind Contract to which Parent Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (c) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets assets, other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (c) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) compliance with the failure to obtain DGCL, (ii) compliance with the Exchange Act and the rules and regulations promulgated thereunder, including the filing with the SEC of the Offer Documents, the Schedule 13E-3 and such permitsreports under Sections 13, 14 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, and (iii) such consents, approvals, orders, authorizations, consents registrations, declarations or approvals filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub Acquiror has the full legal right and all requisite corporate or limited liability company power and authority to enter into execute and deliver this Agreement and all other agreements and documents contemplated hereby each of the Transaction Documents to which it is a party and to carry out its obligations hereunder and thereunderperform the transactions contemplated thereby. The execution and delivery of this Agreement by Parent and Merger Sub, Acquiror of the performance by Parent and Merger Sub of their respective obligations hereunder Transaction Documents to which it is a party and the consummation by Parent and Merger Sub of the transactions contemplated hereby thereby have been duly and validly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other all necessary corporate proceedings or limited liability company action on the part of Parent, Merger Sub Parent or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Acquiror. This Agreement has been duly and validly executed and delivered by both Parent and Merger Sub Acquiror and, assuming the due authorization, execution and delivery by the Companyother Parties, constitutes a valid and binding obligation of Parent and Merger SubAcquiror, enforceable against each of them in accordance with its terms. Each of the other Transaction Documents has been duly and validly executed and delivered by Parent or Acquiror or, except as when so executed and delivered, will be duly and validly executed and delivered by such enforceability may be limited by bankruptcyParty, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether enforceable against such enforceability is considered Party in a proceeding in equity or at Law)accordance with its terms. (b) Neither The execution, delivery and performance of the execution and delivery of this Agreement Transaction Documents by Parent or Merger Sub nor and Acquiror, and the consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein thereby, do not and will (i) result in a violation or breach of or conflict with the organizational documents of Parent or any of the Parent Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event whichnot, with notice or without notice, lapse of time or both, would constitute a default: (i) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, conflict with or result in a breach or violation of any Charter Documents or any resolution of the Governing Body or stockholders or members (or comparable Persons) of Parent or Acquiror; (ii) other than approval of appropriate listing applications by Nasdaq Capital Market, require any consent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority or other Person; (iii) materially conflict with, result in a material default, material modification or termination under, give any Person a right of termination termination, cancellation, acceleration, suspension or acceleration revocation under, result in the loss of a material benefit or the imposition of any material obligation under, or result in the creation of require any Lien (other than a Permitted Lien) upon any of the properties material consent, waiver, approval, notice, filing, declaration or assets owned or operated by Parent or any of the Parent Subsidiaries authorization under, any Contract or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind Permit to which Parent or any of the Parent Subsidiaries Acquiror is a party or by otherwise bound, or (iv) violate any Law to which Parent or any of the Parent Subsidiaries Acquiror or any of their respective properties its properties, rights or assets may be bound are subject or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in (ii) or (iii) which does not constitute a Parent Material Adverse Effectbound. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute, deliver and deliver perform its obligations under this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, consummate the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other corporate proceedings on the part of Parent, Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Merger SubSub and, assuming the due authorization, execution and delivery hereof by the Company, is enforceable against Parent and Merger Sub in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium subject in each case to the Bankruptcy and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Equity Exception. (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub Sub, nor the consummation by Parent or Merger Sub of the transactions contemplated hereby Transactions nor compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of of, contravene or conflict with the certificate of incorporation or bylaws, or similar organizational documents documents, of Parent or any of the Parent SubsidiariesMerger Sub, (ii) assuming compliance with the matters referred to in Section 6.3(c), conflict with or result in a violation or breach of any applicable Judgment or conflict any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 6.3(c), require any provisions ofconsent or other action by any Person under, or constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) default or termination under, or result in cause or permit the termination, cancellation ofcancelation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or Merger Sub is entitled under any provision of any Contract binding upon Parent or Merger Sub or any Authorization affecting, or give rise to a right relating in any way to, the assets or the business of purchase under, Parent and its Subsidiaries or accelerate the performance required by, or result in a right of termination or acceleration under, or (iv) result in the creation or imposition of any Lien (other than a Permitted Lien) upon on any asset of the properties or assets owned or operated by Parent or any of its Subsidiaries, with only such exceptions, in the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any case of the terms, conditions or provisions each of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in clauses (ii) through (iv), as would not reasonably be expected to have, individually or (iii) which does not constitute in the aggregate, a Parent Material Adverse Effect. (c) Except The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions require no action by or in respect of, or filing with, any Governmental Authority, except for filings(i) filing the Certificate of Merger with the Secretary of State of the State of Delaware, permits(ii) compliance with and filings pursuant to Antitrust Laws, authorizationsif any, consents, approvals and other (iii) compliance with any applicable requirements as may be required under of the Securities Act, the Exchange ActAct and any other United States state or federal securities Laws, the HSR Act, foreign antitrust (iv) compliance with any NASDAQ rules and (v) actions or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where filings the failure to obtain such permits, authorizations, consents or approvals or of which to make such filings or give such notices does obtain has not constitute had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authorization; No Conflict. (ai) Assuming the accuracy of Section 4.26, each of Parent and Merger Sub The Credit Union has the requisite corporate power and authority to enter into execute and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder(which includes the issuance of the Subordinated Debt) and, when issued, under the Subordinated Debt. The execution execution, delivery and delivery performance by the Credit Union of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other corporate proceedings all necessary action on the part of Parentthe Credit Union and its Members and other non-Member holders of Capital Interests (collectively, Merger Sub “Interest Holders”), and no further approval or any authorization is required on the part of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub Credit Union. The resolutions of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation Board of Parent and Merger Sub, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law). (b) Neither Directors authorizing the execution and delivery of this Agreement and the performance of the Credit Union’s obligations hereunder, including the issuance of the Subordinated Debt, a copy of which have been provided to the Investor prior to the Signing Date, are true, complete and correct copies of such documents as in full force and effect as of the Signing Date and as of the Closing Date.‌ (ii) The execution, delivery and performance by Parent or Merger Sub nor the Credit Union of this Agreement and the consummation by Parent or Merger Sub of the transactions contemplated hereby nor and compliance by Parent or Merger Sub the Credit Union with any of the provisions herein hereof, will not (iA) violate, conflict with, or result in a violation or breach of or conflict with the organizational documents of Parent or any of the Parent Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation termination of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration underof, or result in the creation of any Lien (other than a Permitted Lien) lien, security interest, charge or encumbrance upon any of the properties or assets owned or operated by Parent of the Credit Union or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, Credit Union Subsidiary under any of the terms, conditions or provisions of (x) its organizational documents or (y) any note, debenture, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent the Credit Union or any of the Parent Subsidiaries Credit Union Subsidiary is a party or by which Parent it or any Credit Union Subsidiary may be bound, or to which the Credit Union or any Credit Union Subsidiary or any of the Parent Subsidiaries or any of their respective properties or assets of the Credit Union or any Credit Union Subsidiary may be bound subject, or (iiiB) subject to obtaining or making compliance with the consents, approvals, orders, authorizations, registrations, declarations statutes and filings regulations referred to in Section 5.3(c)the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction, decree, statute injunction or Law decree applicable to Parent the Credit Union or any of the Parent Subsidiaries Credit Union Subsidiary or any of their respective properties or assets other than any such event described except, in the case of clauses (iiA)(y) and (B), for those occurrences that, individually or (iii) which does in the aggregate, have not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (ciii) Except for filings, permits, authorizations, consents, Other than such filings and approvals and other applicable requirements as may are required to be required made or obtained under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition any state “blue sky” laws and the filing of the Certificate of Merger such as required by the DGCL and the Limited Liability Company Act, respectivelyhave been made or obtained, no filing with or notice to, and no permitfiling with, exemption or review by, or authorization, consent or approval of, any Governmental Entity is necessary for required to be made or obtained by the execution and delivery by Parent or Merger Sub of this Agreement or Credit Union in connection with the consummation by Parent or Merger Sub the Credit Union of the transactions contemplated herebyPurchase except for any such notices, except where the failure to obtain such permitsfilings, exemptions, reviews, authorizations, consents or and approvals or the failure of which to make such filings or give such notices does not constitute obtain would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each of Parent and Merger Sub Buyer has the requisite corporate full limited liability company power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby the Transaction Documents to which it is a party and party, to carry out its obligations hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement by Parent and Merger Subthe Transaction Documents to which it is a party, the performance by Parent and Merger Sub Buyer of their respective its obligations hereunder and thereunder and the consummation by Parent and Merger Sub Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other corporate proceedings all requisite limited liability company action on the part of Parent, Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Buyer. This Agreement has been duly and validly executed and delivered by Parent Buyer and Merger Sub and, (assuming due authorization, execution and delivery by the Company, constitutes Sellers and any other applicable parties thereto) constitutes, or upon such delivery constitutes, a legal, valid and binding obligation of Parent and Merger SubBuyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating subject to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)the Enforcement Exceptions. (b) Neither The execution, delivery and performance of the execution Transaction Documents by Buyer, and delivery of this Agreement by Parent or Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein thereby, do not and will (i) result in a violation or breach of or conflict with the organizational documents of Parent or any of the Parent Subsidiaries, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event whichnot, with notice or without notice, lapse of time or both, would constitute a default: (i) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, conflict with or result in a right breach or violation of termination the Organizational Documents of Buyer; (ii) violate any law to which the Company or acceleration underany assets owned or used by the Company is subject; (iii) require any consent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; (iv) result in the creation imposition of any Lien (other than a Permitted Lien) upon any of the properties or assets asset owned or operated used by Parent Buyer; or any of the Parent Subsidiaries (v) violate, conflict with, result in a breach of, constitute a default under, or result in being declared void, voidablethe acceleration of or give any Person the right to accelerate the maturity or performance of, or without further binding effectto cancel, terminate, modify or exercise any remedy under, result in any loss of benefit under or require any of the termsconsent, conditions waiver, approval, notice, filing, declaration or provisions of authorization under, any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement Contract or other instrument or obligation of any kind Permit to which Parent or any of the Parent Subsidiaries Buyer is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be Buyer is bound or (iii) to which any asset of Buyer is subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate under which Buyer has any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in (ii) or (iii) which does not constitute a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement rights or the consummation performance of which is guaranteed by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse EffectBuyer.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26The execution, each of Parent delivery and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery performance by HHLV of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other corporate proceedings all necessary limited liability company action on the part of Parent, Merger Sub HHLV and no further action or any of approval is required in order to constitute this Agreement as the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation obligations of Parent and Merger SubHHLV, enforceable in accordance with its terms. The execution, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium delivery and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law). (b) Neither the execution and delivery performance of this Agreement by Parent or Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein HHLV, as applicable, do not and will not: (i) result in a violation or breach of violate or conflict with any provisions of its certificates of formation or operating agreements or of any law, rule, regulation of the organizational documents of Parent Nevada Gaming Authorities, or any of the Parent Subsidiariesorder, writ, judgment, decree, determination, or award presently in effect having applicability to HHLV; (ii) result in a violation or breach of any condition or conflict with any provisions provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, any indenture, loan or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent credit agreement or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, other agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries HHLV is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets HHLV may be bound or affected; or (iii) subject result in, or require, the creation or imposition of any lien, claim, charge or encumbrance of any nature upon or with respect to obtaining any of the properties now owned or making hereafter acquired by HHLV. (b) The execution, delivery and performance by Speakeasy of this Agreement have been duly authorized by all necessary corporate action on the consentspart of Speakeasy and no further action or approval is required in order to constitute this Agreement as the valid and binding obligations of Speakeasy, approvalsenforceable in accordance with its terms. The execution, ordersdelivery and performance of this Agreement by Speakeasy do not and will not: (i) violate or conflict with any provisions of its certificate of incorporation or bylaws, authorizationsor of any law, registrationsrule, declarations and filings referred to in Section 5.3(c)regulation of the Nevada Gaming Authorities, violate or any judgment, ruling, order, writ, injunctionjudgment, decree, statute determination, or Law applicable award presently in effect having applicability to Speakeasy; (ii) result in a breach of any condition or provision of, or constitute a default under, any indenture, loan or credit agreement or any other agreement or instrument to which Speakeasy or MTR Gaming Group, Inc. (“Speakeasy Parent”) is a party or by which Speakeasy or Speakeasy Parent may be bound or affected; or (iii) result in, or require, the creation or imposition of any lien, claim, charge or encumbrance of any nature upon or with respect to any of the Parent Subsidiaries properties now owned or any of their respective properties or assets other than any such event described in (ii) or (iii) which does not constitute a Parent Material Adverse Effecthereafter acquired by Speakeasy. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective Boards of Directors of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No , and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting the enforcement of creditors rights generally and similar laws relating to or affecting creditors generally or by equitable principles of general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)applicability. (b) Neither The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of such board duly called and held on August 21, 2009 and not subsequently rescinded or modified in any way, approved this Agreement, the Offer, the Merger and the other Transactions. (c) None of the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby nor Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents certificate or articles of incorporation or bylaws of Parent, Merger Sub or any subsidiary of Parent or any of other than Merger, Sub (the “Parent Subsidiaries”), (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent Parent, Merger Sub or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (d) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (cd) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) compliance with the failure DGCL, with respect to obtain the filing of the Certificate of Merger, (ii) compliance with the HSR Act, (iii) the filing with the SEC of the Offer Documents and such permitsreports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of Nasdaq, and (v) such consents, approvals, orders, authorizations, consents registrations, declarations or approvals filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite full corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby the Transaction Documents to which it is a party and, upon receipt of the Parent Stockholder Approval and the approval of Parent, in its capacity as the sole stockholder of Merger Sub, to carry out its obligations hereunder and thereunderthereunder and to consummate the Transactions. The execution and delivery by each of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective this Agreement and the Transaction Documents to which it is a party, the performance by each of Parent and Merger Sub of its obligations hereunder and thereunder and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by all requisite corporate action on the Board part of each of Parent and by Merger Sub, subject only to the receipt of the Parent acting Stockholder Approval and the approval of Parent, in its capacity as the sole member stockholder of Merger Sub. No , and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize this Agreement and each such Transaction Document or to consummate the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement and each Transaction Document to which Parent or Merger Sub is a party has been (or will as of the Closing be) duly and validly executed and delivered by each of Parent and Merger Sub andSub, and (assuming due authorization, execution and delivery by the Companyany other applicable parties thereto) constitutes, constitutes or upon such delivery constitutes, a legal, valid and binding obligation of each of Parent and Merger Sub, Sub enforceable against each of Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating subject to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)the Enforcement Exceptions. (b) Neither Assuming the execution Parent Stockholder Approval is obtained and Parent, in its capacity as the sole stockholder of Merger Sub, adopts this Agreement, and except for applicable requirements under the HSR Act, the execution, delivery and performance of this Agreement and the Transaction Documents by Parent and Merger Sub and the consummation of the Transactions, do not and will not, with or without notice, lapse of time or both: (i) conflict with or result in a breach or violation of the Organizational Documents of Parent or Merger Sub; (ii) except for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities Laws, state takeover Laws, and Nasdaq, require any consent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; (iii) conflict with or violate any Law applicable to Parent or Merger Sub nor the consummation or by which any property or asset of Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent is bound or Merger Sub with any of the provisions herein will affected; or (iiv) violate, conflict with, result in a violation breach or breach of or conflict with the organizational documents of Parent or any of the Parent Subsidiaries, default under (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both), would constitute a default) under, or result in the termination, cancellation ofin, or give any Person a right of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to a right of purchase any obligation to make payments or provide compensation under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by of Parent or Merger Sub, give any of Person the Parent Subsidiaries right to declare a default under or require any consent, waiver, approval or authorization under, or result in being declared voidany Material Parent Contract, voidableexcept, or without further binding effectwith respect to the foregoing clauses (ii), under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c(iv), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in (ii) or (iii) which does as would not constitute have a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate or limited liability company power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Parent ▇▇▇▇▇▇ and Merger ▇▇▇▇▇▇ Sub, the performance by Parent ▇▇▇▇▇▇ and Merger ▇▇▇▇▇▇ Sub of their respective obligations hereunder and the consummation by Parent ▇▇▇▇▇▇ and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective Boards of Directors of Parent and Merger Sub, and by Parent acting in its capacity as the sole member shareholder of Merger Sub. No , and no other corporate or limited liability company proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent ▇▇▇▇▇▇ and Merger ▇▇▇▇▇▇ Sub of their respective obligations hereunder and the consummation by Parent ▇▇▇▇▇▇ and Merger ▇▇▇▇▇▇ Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent ▇▇▇▇▇▇ and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub, assuming due and valid authorization, execution and delivery thereof by the Company, enforceable against each of Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium subject to the Bankruptcy and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub have, by resolutions duly adopted, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement and the Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the performance or consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein Transactions will (i) result in a violation or breach of or conflict with the organizational articles of incorporation, bylaws or other charter documents of Parent or any of the Parent Subsidiaries, Merger Sub; (ii) result in a modification, violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, termination or cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted LienLiens) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, Merger Sub under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind material Contract to which Parent or any of the Parent Subsidiaries Merger Sub is a party or by which Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets may be bound bound; or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings Consents referred to in Section 5.3(c)4.3(d) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets other than any such event or events described in items (ii) or (iii) which does that have not constitute had a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective boards of directors of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this AgreementAgreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and similar laws relating subject to or affecting creditors generally or by the effect of general principles of equity principles (regardless of whether such enforceability is considered in a proceeding at law or in equity or at Lawequity). (b) Neither The board of directors of each of Parent and Merger Sub has, by resolutions duly adopted by unanimous written consent on or prior to the date hereof, and not subsequently rescinded or modified in any way, approved this Agreement, the Merger and the other Transactions. (c) None of the execution and delivery of this Agreement by Parent or Merger Sub, the performance by Parent or Merger Sub nor of their respective obligations hereunder or the consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein Transactions will (i) result in a violation or breach of any provision of the certificate or conflict with the organizational documents articles of incorporation or bylaws of Parent, Merger Sub or any other Subsidiary of Parent or any of (the “Parent Subsidiaries”), (ii) require any consent or other action by any other Person not received or taken prior to the Closing under, result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or cause or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent Parent, Merger Sub or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contractContract, leaseLease, agreement or other instrument or obligation of any kind to which Parent Parent, Merger Sub or any of the Parent Subsidiaries is a party or by which Parent Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (d) below, violate any judgment, ruling, order, writ, injunction, decree, statute Order or Law applicable to Parent Parent, Merger Sub or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (cd) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent, Merger Sub or any other Parent Subsidiary in connection with Parent’s or Merger Sub Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) compliance with the failure DGCL, with respect to obtain such permitsthe filing of the Certificate of Merger, authorizations, consents (ii) compliance with and filings pursuant to the HSR Act and foreign antitrust or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effectcompetition Laws and (iii) the filing with the SEC of the Proxy Statement in accordance with the Exchange Act.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute, deliver and deliver perform its obligations under this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, consummate the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other corporate proceedings on the part of Parent, Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Merger SubSub and, assuming the due authorization, execution and delivery hereof by the Company, is enforceable against Parent and Merger Sub in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium subject in each case to the Bankruptcy and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Equity Exception. (b) Neither None of the execution and execution, delivery or performance of this Agreement by Parent or Merger Sub nor Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby nor Transactions, or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of of, contravene or conflict with the certificate of incorporation or bylaws, or similar organizational documents documents, of Parent or any of the Parent SubsidiariesMerger Sub, (ii) assuming compliance with the matters referred to in Section 6.3(c), conflict with or result in a violation or breach of any applicable Judgment or conflict any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 6.3(c), require any provisions ofconsent or other action by any Person under, or constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) default or termination under, or result in cause or permit the termination, cancellation ofcancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or Merger Sub is entitled under any provision of any Contract binding upon Parent or Merger Sub or any Authorization affecting, or give rise to a right relating in any way to, the assets or the business of purchase under, Parent and its Subsidiaries or accelerate the performance required by, or result in a right of termination or acceleration under, or (iv) result in the creation or imposition of any Lien (other than a Permitted Lien) upon on any asset of the properties or assets owned or operated by Parent or any of its Subsidiaries, with only such exceptions, in the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any case of the terms, conditions or provisions each of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in clauses (ii) through (iv), as would not reasonably be expected to have, individually or (iii) which does not constitute in the aggregate, a Parent Material Adverse Effect. (c) Except The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions require no action by or in respect of, or filing by or with, any Governmental Authority, except for filings(i) filing the Certificate of Merger with the Secretary of State of the State of Delaware, permits(ii) compliance with and filings pursuant to Antitrust Laws, authorizationsif any, consents, approvals and other (iii) compliance with any applicable requirements as may be required under of the Securities Act, the Exchange ActAct and any other United States state or federal securities Laws, the HSR Act, foreign antitrust (iv) compliance with any Nasdaq rules and (v) actions or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where filings the failure to obtain such permits, authorizations, consents or approvals or of which to make such filings or give such notices does obtain has not constitute had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each of Parent and Merger Sub Debtor has the requisite corporate power and authority to enter into incur the Secured Obligations and deliver this Agreement to grant security interests in the Collateral. On the Closing Date, the execution, delivery and performance of the Loan Documents and the Subordinated Debt Documents by Debtor will have been duly authorized by all other agreements necessary corporate and documents contemplated hereby shareholder or equivalent action. The execution, delivery and performance by Debtor of each Loan Document Subordinated Debt Document to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other corporate proceedings on the part of Parent, Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder Loan Documents and the consummation Subordinated Debt Documents by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law). (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein will Debtor (i) result in a violation do not contravene any applicable law, the corporate charter or breach bylaws (or equivalent governing and organizational documents) of or conflict with the organizational documents of Parent Debtor or any of the Parent Subsidiariesmaterial agreement or any order by which Debtor or Debtor’s property is bound, (ii) result in a violation or breach of or do not conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation breach or termination of, or give rise to constitute a right of purchase under, default under or accelerate or permit the acceleration of any performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bondindenture, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries Debtor is a party or by which Parent Debtor or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or its property is bound; (iii) subject to obtaining do not result in the creation or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate imposition of any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or Lien upon any of the Parent Subsidiaries or any property of their respective properties or assets Debtor other than any such event described those in favour of Senior Agent, on behalf of Agents, Senior Lenders, Subordinated Agent and Subordinated Creditors, pursuant to the Loan Documents; and (iiiv) or (iii) which does do not constitute a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under require the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, of any Governmental Entity is necessary for Authority or any other Person, except those which will have been duly obtained, made or complied with prior to the execution Closing Date. The Loan Documents and the Subordinated Debt Documents are the legally valid and binding obligations of Debtor each enforceable against Debtor in accordance with their respective terms. Debtor represents and warrants to Senior Agent that the execution, delivery by Parent or Merger Sub and performance of this Agreement by Debtor will not violate or the consummation by Parent or Merger Sub cause a default under any of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents Intellectual Property or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse Effectany agreement in connection therewith.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute, deliver and deliver perform its obligations under this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, consummate the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other corporate proceedings on the part of Parent, Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent ▇▇▇▇▇▇ and Merger ▇▇▇▇▇▇ Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium subject in each case to the Bankruptcy and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Equity Exception. (b) Neither None of the execution and execution, delivery or performance of this Agreement by Parent or Merger Sub nor Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby nor Transactions, or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of of, contravene or conflict with the certificate of incorporation or bylaws, or similar organizational documents documents, of Parent or any of the Parent Subsidiaries, Merger Sub; (ii) assuming compliance with the matters referred to in Section 5.3(c), conflict with or result in a violation or breach of any applicable Judgment or conflict any provision of any applicable Law; (iii) assuming compliance with the matters referred to in Section 5.3(c), require any provisions ofconsent or other action by any Person under, or constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) default or termination under, or result in cause or permit the termination, cancellation ofcancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or Merger Sub is entitled under any provision of any Contract binding upon Parent or Merger Sub or any Authorization affecting, or give rise to a right relating in any way to, the assets or the business of purchase under, Parent and its Subsidiaries or accelerate the performance required by, or result in a right of termination or acceleration under, or (iv) result in the creation or imposition of any Lien (other than a Permitted Lien) upon on any asset of the properties or assets owned or operated by Parent or any of its Subsidiaries, with ​ ​ only such exceptions, in the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any case of the terms, conditions or provisions each of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in clauses (ii) through (iv), as would not reasonably be expected to have, individually or (iii) which does not constitute in the aggregate, a Parent Material Adverse Effect. (c) Except The execution, delivery and performance by ▇▇▇▇▇▇ and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions require no action by or in respect of, or filing by or with, any Governmental Authority, except for filings, permits, authorizations, consents, approvals and other (i) filing the Certificate of Merger with the Secretary of State of the State of Delaware; (ii) compliance with any applicable requirements as may be required under of the Securities Act, the Exchange Act, the HSR Act, foreign antitrust Act and any other United States state or competition laws federal securities Laws; and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with (iii) actions or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where filings the failure to obtain such permits, authorizations, consents or approvals or of which to make such filings or give such notices does obtain has not constitute had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute, deliver and deliver perform its obligations under this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, consummate the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other corporate proceedings on the part of Parent, Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Merger SubSub and, assuming the due authorization, execution and delivery hereof by the Company, is enforceable against Parent and Merger Sub in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium subject in each case to the Bankruptcy and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Equity Exception. (b) Neither None of the execution and execution, delivery or performance of this Agreement by Parent or Merger Sub nor Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby nor Transactions, or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of of, contravene or conflict with the certificate of incorporation or bylaws, or similar organizational documents documents, of Parent or any of the Parent SubsidiariesMerger Sub, (ii) assuming compliance with the matters referred to in Section 6.3(c), conflict with or result in a violation or breach of any applicable Judgment or conflict any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 6.3(c), require any provisions ofconsent or other action by any Person under, or constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) default or termination under, or result in cause or permit the termination, cancellation ofcancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or Merger Sub is entitled under any provision of any Contract binding upon Parent or Merger Sub or any Authorization affecting, or give rise to a right relating in any way to, the assets or the business of purchase under, Parent and its Subsidiaries or accelerate the performance required by, or result in a right of termination or acceleration under, or (iv) result in the creation or imposition of any Lien (other than a Permitted Lien) upon on any asset of the properties or assets owned or operated by Parent or any of its Subsidiaries, with only such exceptions, in the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any case of the terms, conditions or provisions each of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c), violate any judgment, ruling, order, writ, injunction, decree, statute or Law applicable to Parent or any of the Parent Subsidiaries or any of their respective properties or assets other than any such event described in clauses (ii) through (iv), as would not reasonably be expected to have, individually or (iii) which does not constitute in the aggregate, a Parent Material Adverse Effect. (c) Except The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions require no action by or in respect of, or filing by or with, any Governmental Authority, except for filings(i) filing the Certificate of Merger with the Secretary of State of the State of Delaware, permits(ii) compliance with and filings pursuant to Antitrust Laws, authorizationsif any, consents, approvals and other (iii) compliance with any applicable requirements as may be required under of the Securities Act, the Exchange ActAct and any other United States state or federal securities Laws, the HSR Act, foreign antitrust (iv) compliance with any NASDAQ rules and (v) actions or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where filings the failure to obtain such permits, authorizations, consents or approvals or of which to make such filings or give such notices does obtain has not constitute had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each of Parent Bourbon and Merger Sub has Subsidiary have the requisite --------------------------- full right, corporate power and authority to enter into into, execute, deliver and deliver perform their obligations under this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunderAgreement. The execution execution, delivery and delivery performance of this Agreement by Parent Bourbon and Merger Sub, the performance Subsidiary has been duly authorized and approved by Parent all requisite corporate action. This Agreement constitutes a valid and legally binding obligation of each of Bourbon and Merger Sub Subsidiary. Neither the execution, delivery, or performance of their respective obligations hereunder and this Agreement, nor the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by will: (a) violate, conflict with, or result in a breach of any provision of the Board articles of Parent and by Parent acting in its capacity as incorporation of Bourbon, or the sole member certificate of incorporation of Merger Sub. No other corporate proceedings on Subsidiary or the part bylaws of Parent, Bourbon or Merger Sub Subsidiary; or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b)). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law). (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein will (i) violate, conflict with, or result in a violation or breach of or conflict with the organizational documents of Parent or any of the Parent Subsidiariesprovision of, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or (iii) result in the termination, cancellation of, or give rise to a right termination of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or (iv) result in the creation of any Lien (other than a Permitted Lien) lien, security interest, charge or encumbrance upon any of the properties or assets owned of Bourbon or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, Merger Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, lease, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent binds Bourbon or Merger Subsidiary or any assets of the Parent Subsidiaries is Bourbon or Merger Subsidiary which violation, conflict, breach, default, termination or acceleration of performance, lien, security interest, charge or encumbrance would have a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound material adverse effect on Bourbon and Merger Subsidiary, taken as a whole; or (iiic) subject to obtaining or making receipt of governmental approvals required to consummate the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)transactions contemplated by this Agreement, violate any judgment, ruling, order, writ, injunction, decree, statute statute, rule or Law regulation of any governmental body applicable to Parent Bourbon or Merger Subsidiary or any assets of the Parent Subsidiaries Bourbon or any of their respective properties or assets other than any such event described in (ii) or (iii) which does not constitute a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities ActMerger Subsidiary, the Exchange Actviolation of which is, either separately or in the HSR Actaggregate, foreign antitrust material to the financial condition or competition laws and the filing properties of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Parent Bourbon or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notices does not constitute a Parent Material Adverse EffectSubsidiary.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective Boards of Directors of Parent and Merger Sub, and, subject to the adoption of this Agreement by Parent acting in its capacity as the sole member stockholder of Merger Sub. No , which shall occur promptly following the execution and delivery of this Agreement, no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stockstock of Parent) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than the Required Parent Vote (as defined in Section 5.11(b))Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium subject to the Bankruptcy and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Equity Exception. (b) The respective Board of Directors of each of Parent and Merger Sub has, by resolutions duly adopted by the requisite vote of the directors present at a meeting of each such board, and not subsequently rescinded or modified in any way, approved and declared the advisability of this Agreement, the Offer, the Merger and the other Transactions. (c) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the performance or consummation by Parent or Merger Sub of the transactions contemplated hereby nor compliance by Parent or Merger Sub with any of the provisions herein Transactions will (i) result in a violation or breach of or conflict with the organizational certificate of incorporation, bylaws or other charter documents of Parent or any of the Parent SubsidiariesMerger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or result in the loss of any material benefit under or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, Merger Sub under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind Contract to which Parent or any of the Parent Subsidiaries Merger Sub is a party or by which Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)4.3(d) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets other than any such event or events described in items (ii) or (iii) which does that, individually or in the aggregate, have not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (cd) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the to be obtained or made by Parent, any Parent Subsidiary or Merger Sub in connection with Parent's or Merger Sub's execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) the failure filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to obtain transact business, (ii) compliance with the HSR Act and the Investment Canada Act, (iii) the filing with the SEC of the Offer Documents and such permitsreports under Sections 13 or 16 of the Exchange Act, as may be required in connection with this Agreement and the Transactions, (iv) compliance with the rules of The NASDAQ Stock Market LLC, (v) compliance with the "blue sky" laws of various states, and (vi) such consents, approvals, orders, authorizations, consents registrations, declarations or approvals filings, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by the Board respective Boards of Directors of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No , and no other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions (other than adoption of this Agreement by Parent as sole stockholder of Merger Sub which shall occur promptly after the Required Parent Vote (as defined in Section 5.11(b)execution and delivery hereof). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting the enforcement of creditors rights generally and similar laws relating to or affecting creditors generally or by equitable principles of general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)applicability. (b) Neither None of the execution and delivery of this Agreement by Parent or Merger Sub nor Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby nor Transactions or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of or conflict with the organizational documents certificate or articles of incorporation or bylaws of Parent or any of the Parent SubsidiariesMerger Sub, (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration or a material change in financial terms under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, Merger Sub under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contractContract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries Merger Sub is a party or by which Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (c) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets other than any such event described in items (ii) or (iii) which does which, individually or in the aggregate, has not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (c) Except for filings, permits, authorizations, consents, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust or competition laws and the filing No Consent of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent or Merger Sub in connection with Parent’s or Merger Sub’s execution, delivery and performance of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except for (i) compliance with the DGCL with respect to the filing of the Certificate of Merger, (ii) compliance with the HSR Act and any other applicable competition or antitrust Laws, (iii) the filing with the SEC of the Offer Documents and such reports under Sections 13 or 16 of the Exchange Act as may be required in connection with this Agreement and the Transactions and (iv) compliance with the rules of Nasdaq, and except where the failure to obtain such permitsConsents or take such action, authorizationsindividually or in the aggregate, consents has not had and would not reasonably be expected to have or approvals or to make such filings or give such notices does not constitute result in a Parent Material Adverse Effect.

Authorization; No Conflict. (a) Assuming the accuracy of Section 4.26, each Each of Parent and Merger Sub has the requisite corporate power and authority to enter into and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Voting Agreement by Parent and Merger SubSub (to the extent a party), the performance by Parent and Merger Sub of their respective obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board respective Boards of Directors of Parent and by Parent acting in its capacity as the sole member of Merger Sub. No other corporate proceedings on the part of Parent, Parent or Merger Sub or any of the Parent Subsidiaries (including any vote of any class or series of outstanding capital stock) are necessary to authorize the execution and delivery of this Agreement and the Voting Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby other than Transactions, except for the Required approval of the Merger by Parent Vote (as defined in Section 5.11(b))the owner of all the outstanding capital stock of Merger Sub. This Each of this Agreement and the Voting Agreement has been duly and validly executed and delivered by Parent and Merger Sub (to the extent a party) and, assuming the due authorization, execution and delivery by the CompanyCompany (to the extent a party) and the other parties thereto, constitutes a constitute legal, valid and binding obligation obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium subject in each case to the Bankruptcy and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law)Equity Exception. (b) Neither the execution and delivery of this Agreement and the Voting Agreement by Parent or Merger Sub (to the extent a party), nor the consummation by Parent or Merger Sub of the transactions contemplated hereby Transactions nor compliance by Parent or Merger Sub with any of the provisions herein or therein will (i) result in a violation or breach of or conflict with the organizational documents certificate of incorporation or by-laws of Parent or any of the Parent Subsidiaries, Merger Sub or (ii) result in a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets owned or operated by Parent or any of the Parent Subsidiaries under, or result in being declared void, voidable, or without further binding effect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Parent or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.3(c)paragraph (c) below, violate any judgment, ruling, order, writ, injunction, decree, statute Judgment or Law applicable to Parent or any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets other than any such event described in this clause (ii) which, individually or (iii) which does in the aggregate, has not constitute had and would not reasonably be expected to have a Parent Material Adverse Effect. (c) Except for filingsNo consent, permitsapproval, authorizationsorder or authorization of, consentsor registration, approvals and other applicable requirements as may be required under the Securities Act, the Exchange Act, the HSR Act, foreign antitrust declaration or competition laws and the filing of the Certificate of Merger as required by the DGCL and the Limited Liability Company Act, respectively, no filing with or notice to, and no permit, authorization, consent or approval ofwith, any Governmental Entity Authority is necessary for the execution and delivery to be obtained or made by Parent or Merger Sub in connection with Parent’s or Merger Sub’s (to the extent a party) execution, delivery and performance of this Agreement and the Voting Agreement, or the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, except where for (i) compliance with the failure DGCL, with respect to obtain the filing of the Certificate of Merger, (ii) compliance with the HSR Act, (iii) the filing with the SEC of such permitsreports under Sections 13 or 16 of the Exchange Act, authorizationsas may be required in connection with this Agreement and the Transactions, consents (iv) compliance with the rules of Nasdaq and the NYSE, (v) compliance with the “blue sky” laws of various states, (vi) completing any notice required under the FDCA or approvals similar Laws of jurisdictions other than the United States, and (vii) any such consent, approval, order, authorization, registration, declaration or filing, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to make such filings or give such notices does not constitute have a Parent Material Adverse Effect.