Common use of Authorization; No Conflicts Clause in Contracts

Authorization; No Conflicts. (a) Except as set forth in Schedule 7.2, the execution, delivery and performance of this Agreement and each of the Transaction Documents, and the issuance, sale and delivery of the Series D Preferred Shares and the Conversion Common Shares, have been duly authorized and approved by all requisite corporate action of the Company. This Agreement has been duly authorized, executed and delivered by the Company and (assuming the due execution and delivery hereof by each of the Investors) is the valid and binding obligation of the Company enforceable in accordance with its terms, and each of the Transaction Documents to which the Company is a party has been duly authorized by the Company and, upon execution and delivery by the Company and (assuming the due execution and delivery thereof by each of the other parties thereto), will be a valid and binding obligation of the Company enforceable in accordance with its respective terms, in each case subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement thereof or by general equitable principles, (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent any indemnification provisions may be limited by applicable federal or state securities laws. (b) Except as set forth in Schedule 7.2, neither the execution and delivery of this Agreement or any of the Transaction Documents or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon any of the assets or properties of the Company or any of its Subsidiaries, under (A) their respective organizational documents, (B) any note, instrument, contract, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, (C) any Court Order to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, or (D) any Requirements of Laws affecting the Company, any of its Subsidiaries or any of their respective assets or properties, except for, in the case of this clause (D), any matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (ii) require the approval, consent, authorization or act of, or the making by the Company or any of its Subsidiaries of any declaration, filing or registration with, any Person, except for any notice filings required to be made pursuant to Regulation D under the Securities Act and pursuant to applicable state securities laws.

Authorization; No Conflicts. Leucadia has full corporate power and authority to execute and deliver this Agreement and the Ancillary Documents and to consummate the Transactions. The execution, delivery and performance by Leucadia of this Agreement and each Ancillary Document and the consummation of the Transactions have been duly authorized by the Board of Directors of Leucadia. No other corporate proceedings on the part of Leucadia are necessary to authorize the execution, delivery and performance by Leucadia of this Agreement and each Ancillary Document and consummation of the Transactions. This Agreement has been, and at or prior to the Closing, each Ancillary Document to which it is a party will be, duly and validly executed and delivered by Leucadia. This Agreement is, and upon its execution at or prior to the Closing each Ancillary Document to which it is a party will be, a valid and binding obligation of Leucadia, enforceable against it in accordance with its terms. (ai) Except as set forth in Schedule 7.2, the The execution, delivery and performance of this Agreement and each the Ancillary Documents, the consummation by Leucadia of the Transaction Documents, Transactions and the issuance, sale and delivery of the Series D Preferred Shares and the Conversion Common Shares, have been duly authorized and approved compliance by all requisite corporate action of the Company. This Agreement has been duly authorized, executed and delivered by the Company and (assuming the due execution and delivery hereof by each of the Investors) is the valid and binding obligation of the Company enforceable in accordance Leucadia with its terms, and each of the Transaction Documents to which the Company is a party has been duly authorized by the Company and, upon execution and delivery by the Company and (assuming the due execution and delivery thereof by each of the other parties thereto), will be a valid and binding obligation of the Company enforceable in accordance with its respective terms, in each case subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement thereof or by general equitable principles, (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent any indemnification provisions may be limited by applicable federal or state securities laws. (b) Except as set forth in Schedule 7.2, neither the execution and delivery of this Agreement or any of the Transaction Documents or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or and thereof will: (i) will not conflict with, violate or result in a breach of the terms, conditions or provisions any provision of, or constitute a default, an event of default (or an event creating rights which, with notice or lapse of acceleration, termination time or cancellation or both would constitute a loss of rights default) under, or result in the creation termination of or imposition accelerate the performance required by, or result in a right of any Lien upon any of the assets termination or properties of the Company or any of its Subsidiariesacceleration under, under (A) their respective organizational documentsany provision of the Restated Certificate of Incorporation or By-laws of Leucadia or the certificate of incorporation, charter, by-laws or other governing instrument of any Subsidiary of Leucadia or (B) any mortgage, note, instrumentindenture, contract, agreement, mortgagedeed of trust, lease, licenseloan agreement or other agreement or instrument or any permit, concession, grant, franchise, permit license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or other authorization, right, restriction regulation applicable to Leucadia or obligation to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, (C) any Court Order to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, or (D) any Requirements of Laws affecting the Company, any of its Subsidiaries or any of their respective assets properties or properties, except for, in the case of this clause (D), any matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (ii) require the approval, consent, authorization or act of, or the making by the Company or any of its Subsidiaries of any declaration, filing or registration with, any Person, except for any notice filings required to be made pursuant to Regulation D under the Securities Act and pursuant to applicable state securities lawsassets.

Authorization; No Conflicts. (a) Except as set forth in Schedule 7.2The Company has full corporate power and authority to enter into this Agreement, the Ancillary Documents to which it is a party and the Branch Purchase Agreement and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each Ancillary Document and the consummation of the transactions contemplated hereby and thereby has been duly authorized by the Board of Directors of the Company. No other corporate proceedings on the part of the Company or the Company Subsidiary are necessary to authorize the execution, delivery and performance of this Agreement and each of the Transaction Documents, Ancillary Document and the issuance, sale transactions contemplated hereby and delivery of the Series D Preferred Shares thereby. This Agreement and the Conversion Common Shares, each Ancillary Document have been duly authorized and approved validly executed and delivered by all requisite corporate action of the Company. This Agreement has been duly authorized, executed and delivered by the Company and (assuming the due execution and delivery hereof by each of the Investors) is the Ancillary Document constitute valid and binding obligation obligations of the Company Company, enforceable in accordance with its their terms. The execution, delivery and each performance of this Agreement, the Ancillary Documents and the Branch Purchase Agreement, the consummation of the Transaction Documents to which the Company is a party has been duly authorized transactions by the Company and, upon execution contemplated hereby and delivery thereby and the compliance by the Company and (assuming the due execution and delivery thereof by each of the other parties thereto), will be a valid and binding obligation of the Company enforceable in accordance with its respective terms, in each case subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement thereof or by general equitable principles, (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent any indemnification provisions may be limited by applicable federal or state securities laws. (b) Except as set forth in Schedule 7.2, neither the execution and delivery of this Agreement or any of the Transaction Documents or provisions hereof and thereof (including, without limitation, the consummation of any conversion provisions of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will: (iPreferred Shares) will not conflict with, violate or result in a breach of the terms, conditions or provisions any provision of, or constitute a default, an event of default (or an event creating rights which, with notice or lapse of acceleration, termination time or cancellation or both would constitute a loss of rights default) under, or result in the creation termination of or imposition accelerate the performance required by, or result in a right of termination or acceleration under, (i) any Lien upon any provision of the assets restated certificate of incorporation, by-laws or properties other governing instrument of the Company or any the certificate of its Subsidiariesincorporation, under charter, by-laws or other governing instrument of the Company Subsidiary or (A) their respective organizational documents, (Bii)(x) any mortgage, note, instrumentindenture, contract, agreement, mortgagedeed of trust, lease, licenseloan agreement or other agreement or instrument or, (y) any permit, concession, grant, franchise, permit license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or other authorization, right, restriction or obligation to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, (C) any Court Order to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, or (D) any Requirements of Laws affecting the Company, any of its Subsidiaries or any of their respective assets or properties, except forregulation, in the case of this clause (Dx) or (y), any matters thatapplicable to the Company or the Company Subsidiary or their respective properties or assets, individually except for such conflicts, violations, breaches, defaults, terminations and accelerations which do not have, or in the aggregate, could not be reasonably be expected to have have, a Material Adverse Effect; or (ii) require the approval, consent, authorization or act of, or the making by the Company or any of its Subsidiaries of any declaration, filing or registration with, any Person, except for any notice filings required to be made pursuant to Regulation D under the Securities Act and pursuant to applicable state securities laws.

Authorization; No Conflicts. (a) Except as set forth in Schedule 7.2The Seller has all necessary power and authority and has taken all necessary entity action required for the due authorization, the execution, delivery and performance by the Seller of this Agreement and each the consummation by the Seller of the Transaction Documents, and the issuance, sale and delivery of the Series D Preferred Shares and the Conversion Common Shares, have been duly authorized and approved by all requisite corporate action of the Companytransactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and (assuming the due execution and delivery hereof by each of the Investors) is the valid and binding obligation of the Company enforceable in accordance with its terms, and each of the Transaction Documents to which the Company is a party has been duly authorized by the Company and, upon execution and delivery by the Company and (assuming the Seller. Assuming due execution and delivery thereof by each of the other parties thereto)Company, will be this Agreement is a valid and binding obligation of the Company Seller enforceable against the Seller in accordance with its respective terms, in each case subject except as such enforceability may be limited by applicable Laws relating to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement thereof or by general equitable principles, (ii) laws legal requirement relating to the availability or affecting creditors’ rights generally and except as such enforceability is subject to general principles of specific performance, injunctive relief equity (regardless of whether enforceability is considered in a proceeding in equity or other equitable remedies and (iii) to the extent any indemnification provisions may be limited by applicable federal or state securities lawsat law). (b) Except as set forth in Schedule 7.2The authorization, neither execution, delivery and performance by the execution and delivery Seller of this Agreement or any of the Transaction Documents or Agreement, and the consummation of any by the Seller of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the termshereby, conditions does not and provisions hereof or thereof will: will not: (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, violate or result in the creation or imposition breach of any Lien upon any provision of the assets or properties organizational documents of the Company Seller; or (ii) with such exceptions that are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect: (A) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to the Seller or any of its Subsidiaries, under (A) their respective organizational documents, (B) Subsidiaries or any note, instrument, contract, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation Contract to which the Company Seller or any of its Subsidiaries is a party or accelerate the Seller’s or, if applicable, any of their respective assets its Subsidiaries’ obligations under any such Contract; (B) violate any provision of, constitute a breach of, or default under, any Laws applicable to the Seller or any of its Subsidiaries; or (C) result in the creation of any Lien upon any assets, rights or properties is subject or by which of the Company Seller or any of its Subsidiaries is boundor the suspension, (C) revocation or forfeiture of any Court Order franchise, permit or license granted by a Governmental Entity to which the Company Seller or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, or (D) any Requirements of Laws affecting the Company, any of its Subsidiaries or any of their respective assets or properties, except for, in the case of this clause (D), any matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (ii) require the approval, consent, authorization or act of, or the making by the Company or any of its Subsidiaries of any declaration, filing or registration with, any Person, except for any notice filings required to be made pursuant to Regulation D under the Securities Act and pursuant to applicable state securities lawsSubsidiaries.

Authorization; No Conflicts. (ai) Except Jefferies has full corporate power and authority to execute and deliver this Agreement and the Ancillary Documents and to consummate the transactions contemplated hereby and thereby (the “Transactions”). The execution, delivery and performance by Jefferies of this Agreement and each Ancillary Document and the consummation of the Transactions have been duly authorized by the Board of Directors of Jefferies. No other corporate proceedings on the part of Jefferies are necessary to authorize the execution, delivery and performance by Jefferies of this Agreement and each Ancillary Document and consummation of the Transactions. This Agreement has been, and at or prior to the Closing or at such time as set forth such Ancillary Document is entered into, each Ancillary Document to which it is a party will be, duly and validly executed and delivered by Jefferies. This Agreement is, and upon its execution at or prior to the Closing or at such time as such Ancillary Document is entered into, each Ancillary Document to which it is a party will be, a valid and binding obligation of Jefferies, enforceable against it in Schedule 7.2, the accordance with its terms. (ii) The execution, delivery and performance of this Agreement and each the Ancillary Documents, the consummation by Jefferies of the Transaction Documents, Transactions and the issuance, sale and delivery of the Series D Preferred Shares and the Conversion Common Shares, have been duly authorized and approved compliance by all requisite corporate action of the Company. This Agreement has been duly authorized, executed and delivered by the Company and (assuming the due execution and delivery hereof by each of the Investors) is the valid and binding obligation of the Company enforceable in accordance Jefferies with its terms, and each of the Transaction Documents to which the Company is a party has been duly authorized by the Company and, upon execution and delivery by the Company and (assuming the due execution and delivery thereof by each of the other parties thereto), will be a valid and binding obligation of the Company enforceable in accordance with its respective terms, in each case subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement thereof or by general equitable principles, (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent any indemnification provisions may be limited by applicable federal or state securities laws. (b) Except as set forth in Schedule 7.2, neither the execution and delivery of this Agreement or any of the Transaction Documents or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or and thereof will: (i) will not conflict with, violate or result in a breach of the terms, conditions or provisions any provision of, or constitute a default, an event of default (or an event creating rights which, with notice or lapse of acceleration, termination time or cancellation or both would constitute a loss of rights default) under, or result in the creation termination of or imposition accelerate the performance required by, or result in a right of any Lien upon any of the assets termination or properties of the Company or any of its Subsidiariesacceleration under, under (A) their respective organizational documentsany provision of the Amended and Restated Certificate of Incorporation or By-laws of Jefferies or the certificate of incorporation, charter, by-laws or other governing instrument of any Subsidiary of Jefferies or (B) any mortgage, note, instrumentindenture, contract, agreement, mortgagedeed of trust, lease, licenseloan agreement or other agreement or instrument or any permit, concession, grant, franchise, permit license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or other authorization, right, restriction regulation applicable to Jefferies or obligation to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, (C) any Court Order to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, or (D) any Requirements of Laws affecting the Company, any of its Subsidiaries or any of their respective assets properties or properties, except for, in the case of this clause (D), any matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (ii) require the approval, consent, authorization or act of, or the making by the Company or any of its Subsidiaries of any declaration, filing or registration with, any Person, except for any notice filings required to be made pursuant to Regulation D under the Securities Act and pursuant to applicable state securities lawsassets.

Authorization; No Conflicts. (a) Except as set forth in Schedule 7.2, the execution, delivery and performance of this Agreement and each of the Transaction Documents, and the issuance, sale and delivery of the Series D A Preferred Shares and the Conversion Common Shares, have been duly authorized and approved by all requisite corporate action of the Company. This Agreement has been duly authorized, executed and delivered by the Company and (assuming the due execution and delivery hereof by each of the Investors) is the valid and binding obligation of the Company enforceable in accordance with its terms, and each of the Transaction Documents to which the Company is a party has been duly authorized by the Company and, upon execution and delivery by the Company and (assuming the due execution and delivery thereof by each of the other parties thereto), will be a valid and binding obligation of the Company enforceable in accordance with its respective terms, in each case subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement thereof or by general equitable principles, (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent any indemnification provisions may be limited by applicable federal or state securities laws. (b) Except as set forth in Schedule 7.2, neither the execution and delivery of this Agreement or any of the Transaction Documents or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon any of the assets or properties of the Company or any of its Subsidiaries, under (A) their respective organizational documents, (B) any note, instrument, contract, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, (C) any Court Order to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, or (D) any Requirements of Laws affecting the Company, any of its Subsidiaries or any of their respective assets or properties, except for, in the case of this clause (D), any matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (ii) require the approval, consent, authorization or act of, or the making by the Company or any of its Subsidiaries of any declaration, filing or registration with, any Person, except for any notice filings required to be made pursuant to Regulation D under the Securities Act and pursuant to applicable state securities laws.

Authorization; No Conflicts. Seller has the requisite power and authority to enter into this Agreement and the Registration Rights Agreement and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement by Seller has been duly and validly authorized by the Trust Managers and by all other necessary action on the part of Seller, and no other proceedings on the part of Seller (aincluding Trust Manager and shareholder approval) are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and constitutes the legally valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. Except as set forth in Schedule 7.23.5, the execution, delivery and performance of this Agreement and each of the Transaction Documents, by Seller and the issuance, sale and delivery of the Series D Preferred Shares and the Conversion Common Shares, have been duly authorized and approved consummation by all requisite corporate action of the Company. This Agreement has been duly authorized, executed and delivered by the Company and (assuming the due execution and delivery hereof by each of the Investors) is the valid and binding obligation of the Company enforceable in accordance with its terms, and each of the Transaction Documents to which the Company is a party has been duly authorized by the Company and, upon execution and delivery by the Company and (assuming the due execution and delivery thereof by each of the other parties thereto), will be a valid and binding obligation of the Company enforceable in accordance with its respective terms, in each case subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement thereof or by general equitable principles, (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent any indemnification provisions may be limited by applicable federal or state securities laws. (b) Except as set forth in Schedule 7.2, neither the execution and delivery of this Agreement or any of the Transaction Documents or the consummation of any Seller of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will: will not (i) conflict with or result in the breach of any provisions of, or trigger any preferential rights under, the Charter Documents or the charter or organizational documents of Subsidiaries or Seller Partnerships, (ii) result in a breach or violation of, a default under, or the triggering of any payment or other material obligations pursuant to, or accelerate vesting under, any Seller Benefit Plans or any grant or award thereunder or any employment or consulting agreement or arrangement of Seller, any Subsidiary or any Seller Partnership, (iii) violate, conflict with, result in a breach of the terms, conditions or provisions any provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, an event result in the termination or in a right of default or an event creating rights of acceleration, termination or cancellation or a loss of, accelerate the performance required by, result in the creation of any Encumbrance upon any Properties under, result in the triggering of any rights under, or result in the creation being declared void, voidable or imposition of any Lien upon without further binding effect, any of the assets terms or properties provisions of any Material Contract of Seller, any Subsidiary or any Seller Partnership or (iv) violate any Law. Schedule 3.5 lists all Permits and Approvals required to be obtained by Seller, Subsidiaries and Seller Partnerships to consummate the transactions contemplated hereby. Except for matters identified in Schedule 3.5 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution and delivery of this Agreement by Seller and the consummation of the Company or any of its Subsidiaries, under (A) their respective organizational documents, (B) any note, instrument, contract, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, (C) any Court Order to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, or (D) any Requirements of Laws affecting the Company, any of its Subsidiaries or any of their respective assets or properties, except for, in the case of this clause (D), any matters that, individually or in the aggregate, could transactions contemplated hereby will not reasonably be expected to have a Material Adverse Effect; or (ii) require the approval, consent, authorization or act of, or the making by the Company or any approval of its Subsidiaries of any declaration, filing or registration with, or the issuance of any PersonPermit by, except for any notice filings required to be made pursuant to Regulation D other third party or Governmental Entity under the Securities Act and pursuant to terms of any applicable state securities lawsLaws or Material Contracts of Seller, Subsidiaries or Seller Partnerships.

Authorization; No Conflicts. (a) Except as set forth The execution, delivery and performance by NBC of this Agreement and the Ancillary Documents to which NBC is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on behalf of NBC. This Agreement and each of the Ancillary Documents to which NBC is a party have been duly and validly executed and delivered by NBC, and this Agreement and each of the Ancillary Documents to which NBC is a party are valid and binding obligations of NBC, enforceable against it in Schedule 7.2, the accordance with their terms. The execution, delivery and performance of this Agreement and each of the Transaction Documents, and the issuance, sale and delivery of the Series D Preferred Shares and the Conversion Common Shares, have been duly authorized and approved by all requisite corporate action of the Company. This Agreement has been duly authorized, executed and delivered by the Company and (assuming the due execution and delivery hereof by each of the Investors) is the valid and binding obligation of the Company enforceable in accordance with its terms, and each of the Transaction Ancillary Documents to which the Company NBC is a party has been duly authorized by the Company andparty, upon execution and delivery by the Company and (assuming the due execution and delivery thereof by each of the other parties thereto), will be a valid and binding obligation of the Company enforceable in accordance with its respective terms, in each case subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement thereof or by general equitable principles, (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent any indemnification provisions may be limited by applicable federal or state securities laws. (b) Except as set forth in Schedule 7.2, neither the execution and delivery of this Agreement or any of the Transaction Documents or the consummation of any by NBC of the transactions contemplated hereby or hereby, and thereby nor and the compliance by NBC with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) and thereof, will not conflict with, violate or result in a breach of the termsany provision of, conditions require a consent, approval or provisions ofnotice under, or constitute a default, an event of default (or an event creating rights event, which, with notice or lapse of accelerationtime or both, termination or cancellation or would constitute a loss of rights default) under, or result in the creation or imposition (i) any organizational document of any Lien upon any of the assets or properties of the Company or any of its Subsidiaries, under (A) their respective organizational documentsNBC, (Bii) any provision of any note, instrumentbond or security issued by NBC, contractor of any mortgage, agreementindenture, mortgagedeed of trust, lease, license, franchise, permit contract, agreement, instrument or other authorization, right, restriction or obligation undertaking to which the Company NBC is party or by which it or any of its Subsidiaries property is a party subject, or (iii) assuming that the clearances, filings, consents and approvals specified in Schedule 4.03(c) have been obtained or made and any waiting period applicable thereto has expired or been terminated, the certificate of their respective assets incorporation and by-laws or properties is subject other organizational documents of NBC, and any law, statute, order, treaty, rule or by which the Company regulation, or judgment, decree, determination or order of any arbitrator, court or other Governmental Entity, applicable to or binding upon NBC or any of its Subsidiaries is boundproperty, (C) any Court Order to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, or (D) any Requirements of Laws affecting the Company, any of its Subsidiaries or any of their respective assets or properties, except forexcept, in the case of this clause clauses (D)ii) and (iii) above, any matters thatsuch conflicts, individually violations, breaches, consents, approvals, notices, defaults, terminations, accelerations or in the aggregate, could Liens which would not reasonably be expected to have a Material Adverse Effect; or (ii) require the approval, consent, authorization or act of, or the making by the Company or any of its Subsidiaries of any declaration, filing or registration with, any Person, except for any notice filings required to be made pursuant to Regulation D under the Securities Act and pursuant to applicable state securities laws.

Authorization; No Conflicts. (a) Except as set forth in Schedule 7.2, Such Purchaser has full power and --------------------------- authority to enter into this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each of the Transaction Documents, Ancillary Agreements to which such Purchaser is a party and the issuance, sale and delivery consummation of the Series D Preferred Shares transactions contemplated hereby and the Conversion Common Shares, thereby have been duly authorized by such Purchaser. No other proceedings on the part of such Purchaser are necessary to authorize the execution, delivery and approved by all requisite corporate action performance of this Agreement and each Ancillary Agreements and the Companytransactions contemplated hereby and thereby. This Agreement has been duly authorized, and validly executed and delivered by the Company such Purchaser. This Agreement and (assuming the due execution and delivery hereof by each of the Investors) is the Ancillary Agreements constitutes a valid and binding obligation of the Company such Purchaser enforceable against such Purchaser in accordance with its terms, and each of the Transaction Documents to which the Company is a party has been duly authorized except as limited by the Company and, upon execution and delivery by the Company and (assuming the due execution and delivery thereof by each of the other parties thereto), will be a valid and binding obligation of the Company enforceable in accordance with its respective terms, in each case subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement thereof or by general equitable principlescreditors' rights generally, (ii) laws relating to and limitations on the availability of specific performanceequitable remedies. The execution, injunctive relief or other equitable remedies delivery and (iii) to the extent any indemnification provisions may be limited by applicable federal or state securities laws. (b) Except as set forth in Schedule 7.2, neither the execution and delivery performance of this Agreement or and the Ancillary Agreements by such Purchaser, the consummation of the transactions by such Purchaser contemplated hereby and thereby and the compliance by such Purchaser with any of the Transaction Documents or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or and thereof will: (i) will not conflict with, violate or result in a breach in any material respect of the termsany provision of, conditions or provisions ofrequire a consent under, or constitute a default, an event of default (or an event creating rights which, with notice or lapse of accelerationtime or both, termination or cancellation or would constitute a loss of rights default) under, or result in the creation termination of or imposition accelerate the performance required by, or result in a right of termination or acceleration under, any Lien upon any provision of the assets or properties governing instruments of the Company such Purchaser or any of its Subsidiaries, under (A) their respective organizational documents, (B) any noteagreement, instrument, contractpermit, agreementconcession, mortgagegrant, leasefranchise, license, franchisejudgment, permit order, decree, ruling, injunction, statute, law, ordinance, rule or other authorization, right, restriction regulation binding on or obligation otherwise applicable to which the Company such Purchaser or any of its Subsidiaries is a party properties or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, (C) any Court Order to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, or (D) any Requirements of Laws affecting the Company, any of its Subsidiaries or any of their respective assets or properties, except for, in the case of this clause (D), any matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (ii) require the approval, consent, authorization or act of, or the making by the Company or any of its Subsidiaries of any declaration, filing or registration with, any Person, except for any notice filings required to be made pursuant to Regulation D under the Securities Act and pursuant to applicable state securities lawsassets.

Authorization; No Conflicts. (a) Except as set forth in Schedule 7.2The execution, delivery and performance of this Agreement and the other Transaction Documents by L▇▇▇▇▇ has been duly and validly authorized by the Board of Directors of Landos and by all other necessary corporate action and procedures on the part of Landos, pursuant to applicable laws and regulations and the articles of incorporation or any other internal regulations of Landos. The approval by L▇▇▇▇▇’ stockholders of the execution, delivery and performance of this Agreement and each of the other Transaction Documents, and the issuance, sale and delivery of the Series D Preferred Shares and the Conversion Common Shares, have been duly authorized and approved by all requisite corporate action of the CompanyDocuments is not required. This Agreement has been duly authorized, executed and delivered by any other Transaction Documents to which Landos is a party constitute the Company and (assuming the due execution and delivery hereof by each of the Investors) is the legally valid and binding obligation of the Company Landos, enforceable against Landos in accordance with its terms, and each of the Transaction Documents to which the Company is a party has been duly authorized terms except as such enforceability may be limited by the Company and, upon execution and delivery by the Company and (assuming the due execution and delivery thereof by each of the other parties thereto), will be a valid and binding obligation of the Company enforceable in accordance with its respective terms, in each case subject to (i) bankruptcy, insolvency, reorganization, moratorium or and other similar laws affecting the enforcement thereof or by general and equitable principles, (ii) laws principles relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent any indemnification provisions may be limited by applicable federal or state securities lawslimiting creditors rights generally. (b) Except as set forth in Schedule 7.2Neither the execution, neither the execution delivery and delivery performance of any Transaction Documents, including this Agreement or any of the Transaction Documents or Agreement, nor the consummation of the Contemplated Transactions, by Landos or any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the termsSubsidiary, conditions and provisions hereof or thereof will: will (i) conflict with, result in a breach of the terms, conditions or provisions ofviolate, or constitute a default, an breach or default (whether upon lapse of time and/or the occurrence of any act or event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights otherwise) under, the charter documents or by-laws of any of such entities or any Contract of any of such entities, (ii) result in the creation or imposition of any Lien upon Encumbrance (other than Permitted Encumbrances) against any of the assets Acquired Assets or properties (iii) violate any Law. (c) The execution and delivery by L▇▇▇▇▇ and the performance of the Company this Agreement and any Contemplated Transactions by L▇▇▇▇▇ or any of its Subsidiaries, under (A) their respective organizational documents, (B) any note, instrument, contract, agreement, mortgage, lease, license, franchise, permit Subsidiary will not require consent or other authorization, right, restriction or obligation to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, (C) any Court Order to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, or (D) any Requirements of Laws affecting the Company, any of its Subsidiaries or any of their respective assets or properties, except for, in the case of this clause (D), any matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (ii) require the approval, consent, authorization or act of, or the making by the Company or any of its Subsidiaries of any declarationwaiver from, filing or registration with, or the issuance of any PersonPermit or Approval by, any other Person or Governmental Entity, except for as explicitly required in this Agreement. (d) The purchase and acquisition of the Redeemed Shares by L▇▇▇▇▇ does not and will not violate any notice filings required Laws and will not be declared or be deemed null and void under applicable Law or the Organizational Documents or other internal rules or regulations of Landos. On the Closing Date, Landos (i) has sufficient capital and has otherwise satisfied all other requirements under applicable Law and the Organizational Documents or other internal rules or regulations of Landos in order to be made pursuant to Regulation D under consummate the Securities Act redemption of the Redeemed Shares, (ii) has received all necessary consents and pursuant to applicable state securities lawshave completed any other procedures in connection with the consummation of the redemption and purchase of the Redeemed Shares.

Authorization; No Conflicts. (ai) Except as set forth PNC has full corporate power and authority to execute and deliver this Agreement and the Ancillary Documents to which it is a party and to consummate the Transactions. The execution, delivery and performance by PNC of this Agreement and each Ancillary Document to which it is a party and the consummation of the Transactions have been duly authorized by all necessary corporate action on behalf of PNC. No other corporate proceedings on the part of PNC are necessary to authorize the execution, delivery and performance by PNC of this Agreement and each Ancillary Document and consummation of the Transactions. This Agreement has been, and on or prior to the Closing each Ancillary Document to which it is a party will be, duly and validly executed and delivered by PNC. This Agreement is, and upon its execution at or prior to the Closing each Ancillary Document to which it is a party will be, a valid and binding obligation of PNC, enforceable against it in Schedule 7.2, the accordance with its terms. (ii) The execution, delivery and performance of this Agreement and each of the Transaction Documents, and the issuance, sale and delivery of the Series D Preferred Shares and the Conversion Common Shares, have been duly authorized and approved by all requisite corporate action of the Company. This Agreement has been duly authorized, executed and delivered by the Company and (assuming the due execution and delivery hereof by each of the Investors) is the valid and binding obligation of the Company enforceable in accordance with its terms, and each of the Transaction Ancillary Documents to which the Company it is a party has been duly authorized party, the consummation by the Company and, upon execution and delivery by the Company and (assuming the due execution and delivery thereof by each PNC of the other parties thereto), will be a valid Transactions and binding obligation of the Company enforceable in accordance compliance by PNC with its respective terms, in each case subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement thereof or by general equitable principles, (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent any indemnification provisions may be limited by applicable federal or state securities laws. (b) Except as set forth in Schedule 7.2, neither the execution and delivery of this Agreement or any of the Transaction Documents or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or and thereof will: (i) will not conflict with, violate or result in a breach of the terms, conditions or provisions any provision of, or constitute a default, an event of default (or an event creating rights event, which, with notice or lapse of acceleration, termination time or cancellation or both would constitute a loss of rights default) under, or result in the creation termination of or imposition accelerate the performance required by, or result in a right of any Lien upon any of the assets termination or properties of the Company or any of its Subsidiariesacceleration under, under (A) their respective organizational documents, any provision of the Amended and Restated Articles of Incorporation or Bylaws of PNC or (B) any mortgage, note, instrumentindenture, contract, agreement, mortgagedeed of trust, lease, licenseloan agreement or other agreement or instrument of PNC or any permit, concession, grant, franchise, permit license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to PNC or its properties or assets other authorizationthan any such conflict, rightviolation, restriction or obligation to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is boundbreach, (C) any Court Order to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bounddefault, or (D) any Requirements of Laws affecting the Company, any of its Subsidiaries or any of their respective assets or properties, except for, in the case of this termination and acceleration under clause (D), any matters B) that, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect; or (ii) require materially and adversely affect or delay the approval, consent, authorization or act of, or consummation of the making by the Company or any of its Subsidiaries of any declaration, filing or registration with, any Person, except for any notice filings required to be made pursuant to Regulation D under the Securities Act and pursuant to applicable state securities lawsTransactions.

Authorization; No Conflicts. (ai) Except Purchaser has full corporate power and authority to execute and deliver this Agreement and the Ancillary Documents to which it is a party and to consummate the Transactions. The execution, delivery and performance by Purchaser of this Agreement and each Ancillary Documents to which it is a party and the consummation of the Transactions have been duly authorized by all necessary corporate action on behalf of Purchaser. No other corporate proceedings on the part of Purchaser are necessary to authorize the execution, delivery and performance by Purchaser of this Agreement and each Ancillary Document and consummation of the Transactions. This Agreement has been, and on or prior to the Closing each Ancillary Document to which it is a party will be, duly and validly executed and delivered by Purchaser. This Agreement is, and upon its execution at or prior to the Closing each Ancillary Document to which it is a party will be, a valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, except as set forth may be limited by bankruptcy, creditors’ rights generally, and by general principles of equity, and except to the extent that the indemnification and contribution provisions herein and in Schedule 7.2, the Registration Rights Agreement may be limited by federal or state securities laws and public policy considerations in respect thereof. (ii) The execution, delivery and performance of this Agreement and each of the Transaction Documents, and the issuance, sale and delivery of the Series D Preferred Shares and the Conversion Common Shares, have been duly authorized and approved by all requisite corporate action of the Company. This Agreement has been duly authorized, executed and delivered by the Company and (assuming the due execution and delivery hereof by each of the Investors) is the valid and binding obligation of the Company enforceable in accordance with its terms, and each of the Transaction Ancillary Documents to which the Company it is a party has been duly authorized party, the consummation by the Company and, upon execution and delivery by the Company and (assuming the due execution and delivery thereof by each Purchaser of the other parties thereto), will be a valid Transactions and binding obligation of the Company enforceable in accordance compliance by Purchaser with its respective terms, in each case subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement thereof or by general equitable principles, (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent any indemnification provisions may be limited by applicable federal or state securities laws. (b) Except as set forth in Schedule 7.2, neither the execution and delivery of this Agreement or any of the Transaction Documents or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or and thereof will: (i) will not conflict with, violate or result in a breach of the terms, conditions or provisions any provision of, or constitute a default, an event of default (or an event creating rights event, which, with notice or lapse of acceleration, termination time or cancellation or both would constitute a loss of rights default) under, or result in the creation termination of or imposition accelerate the performance required by, or result in a right of any Lien upon any of the assets termination or properties of the Company or any of its Subsidiariesacceleration under, under (A) their respective organizational documents, any provision of the Restated Certificate of Incorporation or By-laws of Purchaser or (B) any mortgage, note, instrumentindenture, contract, agreement, mortgagedeed of trust, lease, licenseloan agreement or other agreement or instrument of Purchaser or any permit, concession, grant, franchise, permit license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to Purchaser or its properties or assets other authorizationthan any such conflict, rightviolation, restriction or obligation to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is boundbreach, (C) any Court Order to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bounddefault, or (D) any Requirements of Laws affecting the Company, any of its Subsidiaries or any of their respective assets or properties, except for, in the case of this termination and acceleration under clause (D), any matters B) that, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect; or (ii) require materially and adversely affect or delay the approval, consent, authorization or act of, or consummation of the making by the Company or any of its Subsidiaries of any declaration, filing or registration with, any Person, except for any notice filings required to be made pursuant to Regulation D under the Securities Act and pursuant to applicable state securities lawsTransactions.

Authorization; No Conflicts. (a) Except as set forth in Schedule 7.2, Each Purchaser has full power and authority to enter into this Agreement and the Ancillary Documents to which it is a party and to consummate the transactions hereby and thereby. The execution, delivery and performance by each Purchaser of this Agreement and each the Ancillary Documents to which it is a party and the consummation of the Transaction Documents, transactions contemplated hereby and the issuance, sale and delivery of the Series D Preferred Shares and the Conversion Common Shares, thereby have been duly authorized and approved by all requisite corporate necessary action on the part of the CompanyPurchasers. This Agreement has been duly authorizedbeen, and on or prior to the Closing Date the Ancillary Documents to which each Purchaser is a party will be, executed and delivered by such Purchaser and this Agreement is, and upon the Company and (assuming execution on or prior to the due execution and delivery hereof by Closing Date the Ancillary Documents to which each of the Investors) Purchaser is a party will be, the valid and binding obligation of the Company such Purchaser, enforceable against it in accordance with its terms, and each of the Transaction Documents to which the Company is a party has been duly authorized by the Company and, upon execution and delivery by the Company and (assuming the due execution and delivery thereof by each of the other parties thereto), will be a valid and binding obligation of the Company enforceable in accordance with its respective terms, in each case terms subject to (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws affecting the enforcement thereof or creditors' rights generally and to general principles of equity. The execution, delivery and performance by general equitable principles, (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent any indemnification provisions may be limited by applicable federal or state securities laws. (b) Except as set forth in Schedule 7.2, neither the execution and delivery each Purchaser of this Agreement or any of and the Transaction Ancillary Documents or to which it is a party, and the consummation of any of the transactions contemplated hereby or and thereby nor and the compliance by each Purchaser with or fulfillment any of the terms, conditions and provisions hereof or and thereof will: (i) will not conflict with, violate or result in a breach of the termsany provision of, conditions or provisions ofrequire a Consent under, or constitute a default, an event of default (or an event creating rights event, which, with notice or lapse of accelerationtime or both, termination or cancellation or would constitute a loss of rights default) under, or result in the creation or imposition (i) any organizational document of any Lien upon any of the assets Purchaser or properties of the Company or any of its Subsidiaries, under (A) their respective organizational documents, (Bii) any mortgage, note, instrumentindenture, contract, agreement, mortgagedeed of trust, lease, licenseloan agreement or other agreement or instrument of any Purchaser, or (iii) assuming that the clearances, filings, Consents and approvals specified in Schedule 3.01(d) have been obtained or made and any waiting period applicable thereto has expired or been terminated, any permit, concession, grant, franchise, permit license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or other authorization, right, restriction regulation binding or obligation applicable to which the Company any Purchaser or any of its Subsidiaries is a party respective properties or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, (C) any Court Order to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, or (D) any Requirements of Laws affecting the Company, any of its Subsidiaries or any of their respective assets or properties, except for, in the case of this clause (D), any matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (ii) require the approval, consent, authorization or act of, or the making by the Company or any of its Subsidiaries of any declaration, filing or registration with, any Person, except for any notice filings required to be made pursuant to Regulation D under the Securities Act and pursuant to applicable state securities lawsassets.

Authorization; No Conflicts. (a) Except as set forth in Schedule 7.2The Company has full power and --------------------------- authority to enter into this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each of the Ancillary Agreements to which the Company is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the Company. No other proceedings on the part of the Company or the Predecessor Company are necessary to authorize the execution, delivery and performance of this Agreement and each of the Transaction Documents, Ancillary Agreements and the issuance, sale transactions contemplated hereby and delivery of the Series D Preferred Shares and the Conversion Common Shares, have been duly authorized and approved by all requisite corporate action of the Companythereby. This Agreement has been duly authorized, and validly executed and delivered by the Company and (assuming the due execution and delivery hereof by each of the Investors) is the valid and binding obligation of the Company enforceable in accordance with its terms, Company. This Agreement and each of the Transaction Documents to which the Company is a party has been duly authorized by the Company and, upon execution and delivery by the Company and (assuming the due execution and delivery thereof by each of the other parties thereto), will be Ancillary Agreements constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its respective terms, in each case subject to (i) except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement thereof or by general equitable principlescreditors' rights generally, (ii) laws relating to and limitations on the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent any indemnification provisions may be limited by applicable federal or state securities laws. (b) remedies. Except as set forth in Schedule 7.23.01(c), neither the execution execution, delivery and delivery performance of this Agreement or Agreement, the Ancillary Agreements and the Reorganization, the consummation of the transactions by the Company contemplated hereby and thereby, including the exercise of any rights hereunder and thereunder, and the compliance by the Company with any of the Transaction Documents or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or and thereof will: (i) will not conflict with, violate or result in a breach in any material respect of the termsany provision of, conditions or provisions ofrequire a consent under, or constitute a default, an event of default (or an event creating rights which, with notice or lapse of accelerationtime or both, termination or cancellation or would constitute a loss of rights default) under, or result in the creation termination of or imposition accelerate the performance required by, or result in a right of termination or acceleration under, (i) any Lien upon any provision of the assets certificate of incorporation, by-laws or properties other governing instrument of the Company or the certificate of incorporation, by-laws or other governing instrument of any of its Subsidiaries, under Subsidiary or (A) their respective organizational documents, (Bii) any noteagreement, instrument, contractpermit, agreementconcession, mortgagegrant, leasefranchise, license, franchisejudgment, permit order, decree, ruling, injunction, statute, law, ordinance, rule or other authorization, right, restriction regulation binding on or obligation otherwise applicable to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, (C) any Court Order to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, or (D) any Requirements of Laws affecting the Company, any of its the Subsidiaries or any of their respective assets properties or propertiesassets, except for, in the case of this clause (D), including any matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (ii) require the approval, consent, authorization or act of, or the making by the Company or any of its Subsidiaries of any declaration, filing or registration with, any Person, except for any notice filings required agreements to be made pursuant to Regulation D under entered into on the Securities Act and pursuant to applicable state securities lawsdate hereof.

Authorization; No Conflicts. (a) Except Goldman has the necessary power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Goldman and the consummation of the transaction contemplated hereby have been, or will be as set forth of the Closing, duly and validly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by Goldman and constitutes a legally valid and binding obligation of Goldman enforceable against Goldman in Schedule 7.2accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles. (b) The execution, delivery and performance by Goldman of this Agreement and the consummation of the transaction contemplated hereby do not and will not (i) conflict with, or constitute a breach or default under, its Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which it is a party or by which its assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to it or by which its assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on its ability to perform its obligations under this Agreement (including any Exhibit hereto) or to consummate the transactions contemplated hereby. (c) Assuming the truth and accuracy of the representations and warranties of A▇▇▇▇▇▇ in Section 4 hereof and except for the delivery to AEI of the Share Transfer Certificate, the Addendum to the Shareholders Agreement and the Joinder to the Registration Rights Agreement, no Approval or third party consent or approval under any Contract to which Goldman is a party is necessary to be obtained or made by Goldman in connection with the execution, delivery and performance of this Agreement and each of the Transaction Documents, and the issuance, sale and delivery of the Series D Preferred Shares and the Conversion Common Shares, have been duly authorized and approved by all requisite corporate action of the Company. This Agreement has been duly authorized, executed and delivered by the Company and (assuming the due execution and delivery hereof by each of the Investors) is the valid and binding obligation of the Company enforceable in accordance with its terms, and each of the Transaction Documents to which the Company is a party has been duly authorized by the Company and, upon execution and delivery by the Company and (assuming the due execution and delivery thereof by each of the other parties thereto), will be a valid and binding obligation of the Company enforceable in accordance with its respective terms, in each case subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement thereof or by general equitable principles, (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent any indemnification provisions may be limited by applicable federal or state securities laws. (b) Except as set forth in Schedule 7.2, neither the execution and delivery of this Agreement or any of the Transaction Documents or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon any of the assets or properties of the Company or any of its Subsidiaries, under (A) their respective organizational documents, (B) any note, instrument, contract, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, (C) any Court Order to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, or (D) any Requirements of Laws affecting the Company, any of its Subsidiaries or any of their respective assets or properties, except for, in the case of this clause (D), any matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (ii) require the approval, consent, authorization or act of, or the making by the Company or any of its Subsidiaries of any declaration, filing or registration with, any Person, except for any notice filings required to be made pursuant to Regulation D under the Securities Act and pursuant to applicable state securities lawshereby.

Authorization; No Conflicts. The execution, delivery and performance of this Agreement by Bevco and SAB has been duly and validly authorized by all necessary corporate action. This Agreement constitutes the legally valid and binding obligation of SAB and Bevco (aas applicable), enforceable against SAB and Bevco (as applicable) Except in accordance with its terms except as set forth in Schedule 7.2such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The execution and delivery of this Agreement and the Related Agreements by SAB and Bevco (as applicable) the performance of this Agreement and any related or contemplated transactions by SAB and Bevco (as applicable) will not require filing or registration with, or the issuance of any Permit or consent of any third party. The execution, delivery and performance of this Agreement and each the Related Agreements by SAB and Bevco (as applicable) and the consummation of the Transaction Documents, transactions contemplated hereby and the issuance, sale thereby do not and delivery of the Series D Preferred Shares and the Conversion Common Shares, have been duly authorized and approved by all requisite corporate action of the Company. This Agreement has been duly authorized, executed and delivered by the Company and (assuming the due execution and delivery hereof by each of the Investors) is the valid and binding obligation of the Company enforceable in accordance with its terms, and each of the Transaction Documents to which the Company is a party has been duly authorized by the Company and, upon execution and delivery by the Company and (assuming the due execution and delivery thereof by each of the other parties thereto), will be a valid and binding obligation of the Company enforceable in accordance with its respective terms, in each case subject to not (i) bankruptcyviolate, insolvencyconflict with, reorganizationresult in any breach of or constitute a default (whether upon passage of time, moratorium the giving of notice or other similar otherwise) under, the charter documents or by-laws affecting the enforcement thereof of SAB or by general equitable principlesBevco (as applicable), (ii) laws relating conflict with or violate any Law, or conflict with, violate or require any Order or Permit, applicable to the availability of specific performanceSAB, injunctive relief Bevco or other equitable remedies and (iii) to the extent any indemnification provisions may be limited by applicable federal or state securities laws. (b) Except as set forth in Schedule 7.2, neither the execution and delivery of this Agreement BermudaCo or any of their respective assets, properties or businesses, the Transaction Documents effect of which or the lack of which (as applicable) would be reasonably likely to have a material adverse effect on the ability of SAB or Bevco to perform their respective obligations hereunder or thereunder or which would prevent the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the termsthereby, conditions and provisions hereof or thereof will: (iiii) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon (a) Encumbrance against any of the assets or properties of BermudaCo or (b) Encumbrance against BermudaCo Stock, in either case under any of the Company terms, conditions or provisions of any Contract or any of its Subsidiaries, under (A) their respective organizational documents, (B) any note, instrument, contract, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction instrument or obligation to which SAB, Bevco or BermudaCo is a party or by which the Company BermudaCo Stock or any of its Subsidiaries is a party SAB, Bevco or any of BermudaCo or any of their respective material properties or assets or properties is subject or by which the Company or any of its Subsidiaries is bound, (C) any Court Order to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, or (D) any Requirements of Laws affecting the Company, any of its Subsidiaries or any of their respective assets or properties, except for, in the case of this clause (D), any matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (ii) require the approval, consent, authorization or act of, or the making by the Company or any of its Subsidiaries of any declaration, filing or registration with, any Person, except for any notice filings required to be made pursuant to Regulation D under the Securities Act and pursuant to applicable state securities laws.

Authorization; No Conflicts. (a) Except as set forth in Schedule 7.2The Company has full corporate power and authority to execute and deliver this Agreement and each Transaction Agreement that is to be executed by the Company, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each of the Transaction Documents, Agreements to be executed by the Company and the issuance, sale and delivery consummation of the Series D Preferred Shares transactions contemplated hereby and the Conversion Common Shares, thereby have been duly and validly authorized and approved by all requisite corporate action the board of directors of the Company, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been been, and each of the Transaction Agreements to be executed by the Company will be, at or prior to the Closing, duly and validly authorized, executed and delivered by the Company Company, and (assuming the due execution and delivery hereof by each of the Investors) is the valid and binding obligation of the Company enforceable in accordance with its terms, that this Agreement and each of the Transaction Documents Agreements to which be executed by the Company is a party has been duly authorized by the Company and, upon execution and delivery by the Company and (assuming the due execution and delivery thereof by each of the other parties thereto), will be a valid and binding obligation of the other parties hereto and thereto, this Agreement constitutes, and each of the Transaction Agreements to be executed by the Company when so executed and delivered will constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, in each case subject to (i) to bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or other similar laws affecting the enforcement thereof creditors’ rights or by general equitable principles, (ii) laws relating to general principles of equity, including the availability of specific performance, injunctive relief performance or other equitable remedies and (iiiwhether considered in a proceeding at law or in equity) to (together, the extent any indemnification provisions may be limited by applicable federal or state securities laws“Enforceability Exceptions”). (b) Except for the Company Stockholder Approval and compliance with the requirements under the HSR Act, Securities Laws, the rules and regulations of Nasdaq or NYSE, as applicable, and any other regulations applicable to the consummation of the transactions contemplated hereby and set forth on Section 5.13 and as set forth in on Schedule 7.25.03(b), neither the execution execution, delivery and delivery performance of this Agreement or and any of the Transaction Documents or Agreement to which any Acquired Company is a party by such Acquired Company and the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions do not and provisions hereof or thereof will: will not (i) conflict with or violate any provision of, or result in the breach of the Organizational Documents of any Acquired Company, (ii) conflict with or result in any violation of any provision of any Law or Governmental Order applicable to the Acquired Companies or any of their respective properties or assets, (iii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions ofof any Material Contract, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or (iv) result in the creation or imposition of any Lien upon any of the properties or assets or properties of the Company or any of its Subsidiaries, under (A) their respective organizational documents, (B) any note, instrument, contract, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, (C) any Court Order to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, or (D) any Requirements of Laws affecting the Acquired Company, any of its Subsidiaries or any of their respective assets or properties, except for, (in the case of this clause clauses (Dii), any matters that(iii) or (iv) above) for such violations, conflicts, breaches or defaults which would not, individually or in the aggregate, could not reasonably be expected to have be material to the Acquired companies, taken as a Material Adverse Effect; or (ii) require the approval, consent, authorization or act of, or the making by the Company or any of its Subsidiaries of any declaration, filing or registration with, any Person, except for any notice filings required to be made pursuant to Regulation D under the Securities Act and pursuant to applicable state securities lawswhole.

Authorization; No Conflicts. Snap has full corporate power and authority to enter into this Agreement and the Ancillary Documents and to perform its obligations hereunder and thereunder. The execution, delivery and performance by Snap of this Agreement and each Ancillary Document and the consummation of Snap's obligations hereunder and thereunder have been duly authorized by all necessary corporate action. This Agreement has been, and on or prior to the Closing Date each Ancillary Document will be, duly and validly executed and delivered by Snap. This Agreement constitutes, and upon its execution and delivery on or prior to the Closing Date, each Ancillary Document will constitute, a valid and legally binding obligation of Snap enforceable against Snap in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and by general equitable principles. Except for the consent of NBC (a) Except as set forth in Schedule 7.2which has been obtained), the execution, delivery and performance of this Agreement and each of the Transaction DocumentsAncillary Documents by Snap, and the issuance, sale and delivery of the Series D Preferred Shares and the Conversion Common Shares, have been duly authorized and approved by all requisite corporate action of the Company. This Agreement has been duly authorized, executed and delivered by the Company and (assuming the due execution and delivery hereof by each of the Investors) is the valid and binding obligation of the Company enforceable in accordance with its terms, and each of the Transaction Documents to which the Company is a party has been duly authorized by the Company and, upon execution and delivery by the Company and (assuming the due execution and delivery thereof by each of the other parties thereto), will be a valid and binding obligation of the Company enforceable in accordance with its respective terms, in each case subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement thereof or by general equitable principles, (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent any indemnification provisions may be limited by applicable federal or state securities laws. (b) Except as set forth in Schedule 7.2, neither the execution and delivery of this Agreement or any of the Transaction Documents or the consummation of any of the transactions by Snap contemplated hereby or and thereby nor and the compliance by Snap with or fulfillment of the terms, conditions and provisions hereof or and thereof will: (i) will not conflict with, violate or result in a breach of the termsany provision of, conditions require a consent, approval or provisions ofnotice under, or constitute a default, an event of default (or an event creating rights which, with notice or lapse of accelerationtime or both, would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or cancellation or a loss of rights acceleration under, or result in the creation or imposition of any Lien upon any of the properties or assets or properties of the Company or any of its Subsidiaries, Snap under (Ai) their respective organizational documentsthe limited liability company agreement, the operating agreement, by-laws or other governing instrument of Snap, (Bii) any note, instrument, contract, agreement, mortgage, lease, license, franchise, permit Contractual Obligation of Snap or other authorization, right, restriction or obligation to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, (Ciii) any Court Order Requirement of Law applicable to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is boundSnap, or (D) any Requirements of Laws affecting the Company, any of its Subsidiaries or any of their respective assets or properties, except forexcept, in the case of this clause clauses (D)ii) and (iii) above, any matters thatsuch conflicts, individually violations, breaches, consents, approvals, notices, defaults, terminations, accelerations or in the aggregate, could Liens which would not reasonably be expected to have a Material Adverse Effect; or (ii) require the approval, consent, authorization or act of, or the making by the Company or any of its Subsidiaries of any declaration, filing or registration with, any Person, except for any notice filings required to be made pursuant to Regulation D under the Securities Act and pursuant to applicable state securities lawsEffect on Snap.

Authorization; No Conflicts. (a) Except Seller has the right, power, and authority to enter into this Agreement and the Other Agreements to which it is a party, to consummate the transactions contemplated hereby and thereby, and otherwise to comply with and perform its obligations under, this Agreement and the Other Agreements. Each of the Seller Subsidiaries has the right, power, and authority to execute, deliver and perform the Other Agreements to which it is or will be, a party and to perform its obligations thereunder and consummate the transactions contemplated to be performed and consummated by this Agreement and such Other Agreements. (b) The execution and delivery by Seller of this Agreement do not, the execution and delivery by Seller and each of the Seller Subsidiaries of each Other Agreement to which it is, or will be, a party will not, and the consummation of the transactions contemplated to be consummated by it by this Agreement and such Other Agreements will not conflict with, or result in any breach of or constitute a default under (or an event that, with notice or lapse of time or both, would become a default), require any consent of any Person pursuant to, or give to others any rights of termination, acceleration or cancellation under, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, or result in the creation of any Lien (other than Permitted Encumbrances or Liens caused by Buyer) upon any of the Transferred Assets under, any provision of (i) in the case of Seller, its certificate of incorporation or bylaws and, in the case of each of the Seller Subsidiaries, its comparable organizational documents, (ii) any Contract (including any Transferred Contract) to which Seller or any of the Seller Subsidiaries is a party or by which any of the Transferred Assets or Assumed Liabilities is bound, or (iii) any injunction, judgment, Order or decree or statute, Law, ordinance, legally-binding rule, executive order, code or regulation applicable to Seller or any of the Seller Subsidiaries or any of the Transferred Assets or Assumed Liabilities, except as set forth on Section 3.2(b) of the Disclosure Schedule. No consent, Permit, authorization or approval of, or registration, declaration, notice or filing with, any Governmental Authority, is required to be obtained or made by or with respect to Seller or any of the Seller Subsidiaries in Schedule 7.2, connection with the execution, delivery and performance of this Agreement and each of the Transaction Documents, and the issuance, sale and delivery of the Series D Preferred Shares and the Conversion Common Shares, have been duly authorized and approved by all requisite corporate action of the Company. This Agreement has been duly authorized, executed and delivered by the Company and (assuming the due execution and delivery hereof by each of the Investors) is the valid and binding obligation of the Company enforceable in accordance with its terms, and each of the Transaction Documents to which the Company is a party has been duly authorized by the Company and, upon execution and delivery by the Company and (assuming the due execution and delivery thereof by each of the other parties thereto), will be a valid and binding obligation of the Company enforceable in accordance with its respective terms, in each case subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement thereof or by general equitable principles, (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent any indemnification provisions may be limited by applicable federal or state securities laws. (b) Except as set forth in Schedule 7.2, neither the execution and delivery of this Agreement or any of the Transaction Documents Other Agreements or the consummation of any of the Acquisition and the other transactions contemplated hereby or thereby nor compliance with or fulfillment of and by the termsOther Agreements, conditions and provisions hereof or thereof will: (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon any of the assets or properties of the Company or any of its Subsidiaries, under other than (A) their respective organizational documentscompliance with and filings under applicable Antitrust Laws, (B) those that may be required solely by reason of Buyer’s (as opposed to any noteother third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Other Agreements, instrument, contract, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, and (C) any Court Order those the failure of which to which the Company obtain or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, or (D) any Requirements of Laws affecting the Company, any of its Subsidiaries or any of their respective assets or properties, except for, in the case of this clause (D), any matters thatmake would not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or. (c) Seller has duly executed and delivered this Agreement and on or prior to the Closing will have duly executed and delivered each Other Agreement to which it is, or will be, a party, and this Agreement constitutes, and each Other Agreement to which it is, or will be, a party will after the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with their terms, except to the extent that such enforceability may be limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, rehabilitation or similar Laws relating to the enforcement of creditors’ rights generally, (ii) require the approval, consent, authorization availability of the remedies of specific performance or act ofinjunctive relief which may be subject to the discretion of the court before which any Proceeding for such remedies may be brought, or (iii) the making exercise by any court of its discretion in invoking general principles of equity (the “Equitable Exceptions”). Each of the Seller Subsidiaries on or prior to the Closing will have duly executed and delivered each Other Agreement to which it is, or will be, a party, and each Other Agreement to which it is, or will be, a party will after the Closing constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that such enforceability may be limited by the Company or any of its Subsidiaries of any declaration, filing or registration with, any Person, except for any notice filings required to be made pursuant to Regulation D under the Securities Act and pursuant to applicable state securities lawsEquitable Exceptions.

Authorization; No Conflicts. (ai) Except as set forth NCB has full corporate power and authority to execute and deliver this Agreement and the Ancillary Documents to which it is a party and to consummate the Transactions. The execution, delivery and performance by NCB of this Agreement and each Ancillary Document to which it is a party and the consummation of the Transactions have been duly authorized by all necessary corporate action on behalf of NCB. No other corporate proceedings on the part of NCB are necessary to authorize the execution, delivery and performance by NCB of this Agreement and each Ancillary Document and consummation of the Transactions. This Agreement has been, and on or prior to the Closing each Ancillary Document to which it is a party will be, duly and validly executed and delivered by NCB. This Agreement is, and upon its execution at or prior to the Closing each Ancillary Document to which it is a party will be, a valid and binding obligation of NCB, enforceable against it in Schedule 7.2, the accordance with its terms. (ii) The execution, delivery and performance of this Agreement and each of the Transaction Documents, and the issuance, sale and delivery of the Series D Preferred Shares and the Conversion Common Shares, have been duly authorized and approved by all requisite corporate action of the Company. This Agreement has been duly authorized, executed and delivered by the Company and (assuming the due execution and delivery hereof by each of the Investors) is the valid and binding obligation of the Company enforceable in accordance with its terms, and each of the Transaction Ancillary Documents to which the Company it is a party has been duly authorized party, the consummation by the Company and, upon execution and delivery by the Company and (assuming the due execution and delivery thereof by each NCB of the other parties thereto), will be a valid Transactions and binding obligation of the Company enforceable in accordance compliance by NCB with its respective terms, in each case subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement thereof or by general equitable principles, (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent any indemnification provisions may be limited by applicable federal or state securities laws. (b) Except as set forth in Schedule 7.2, neither the execution and delivery of this Agreement or any of the Transaction Documents or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or and thereof will: (i) will not conflict with, violate or result in a breach of the terms, conditions or provisions any provision of, or constitute a default, an event of default (or an event creating rights event, which, with notice or lapse of acceleration, termination time or cancellation or both would constitute a loss of rights default) under, or result in the creation termination of or imposition accelerate the performance required by, or result in a right of any Lien upon any of the assets termination or properties of the Company or any of its Subsidiariesacceleration under, under (A) their respective organizational documents, any provision of the Amended and Restated Articles of Incorporation or Bylaws of NCB or (B) any mortgage, note, instrumentindenture, contract, agreement, mortgagedeed of trust, lease, licenseloan agreement or other agreement or instrument of NCB or any permit, concession, grant, franchise, permit license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to NCB or its properties or assets other authorizationthan any such conflict, rightviolation, restriction or obligation to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is boundbreach, (C) any Court Order to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bounddefault, or (D) any Requirements of Laws affecting the Company, any of its Subsidiaries or any of their respective assets or properties, except for, in the case of this termination and acceleration under clause (D), any matters B) that, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect; or (ii) require materially and adversely affect or delay the approval, consent, authorization or act of, or consummation of the making by the Company or any of its Subsidiaries of any declaration, filing or registration with, any Person, except for any notice filings required to be made pursuant to Regulation D under the Securities Act and pursuant to applicable state securities lawsTransactions.

Authorization; No Conflicts. (a) Except as set forth in Schedule 7.2Such Seller has the absolute and unrestricted right, the execution, delivery power and performance of capacity to enter into and to perform such Seller’s obligations under this Agreement and each of the Transaction Documents, and the issuance, sale and delivery of the Series D Preferred Shares and the Conversion Common Shares, have been duly authorized and approved by all requisite corporate action of the CompanyAncillary Document to which such Seller is or may become a party. This Agreement has been duly authorizedconstitutes the legal, executed and delivered by the Company and (assuming the due execution and delivery hereof by each of the Investors) is the valid and binding obligation of the Company such Seller, enforceable against such Seller in accordance with its terms, and each . Upon the execution of the Transaction Documents to which the Company is a party has been duly authorized by the Company and, upon execution and delivery by the Company and (assuming the due execution and delivery thereof by each of the other parties thereto)Ancillary Documents at the Closing, each Ancillary Documents will be a constitute the legal, valid and binding obligation of the Company each Seller who is a party thereto, and will be enforceable against such Seller in accordance with its respective terms, in each case subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement thereof or by general equitable principles, (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent any indemnification provisions may be limited by applicable federal or state securities laws. (b) Except as set forth The respective spouses of such Seller have the absolute and unrestricted right, power and capacity to execute and deliver and to perform their obligations under the Spousal Consents being executed by them. (c) The Sellers’ Representative has the unrestricted right, power, authority and capacity to act for and bind such Seller with respect to all matters relating to this Agreement, the Ancillary Documents and the transactions contemplated herein and therein. (d) The execution and delivery of this Agreement by such Seller does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in Schedule 7.2any violation of, neither or default under (with or without notice or lapse of time, or both), or give rise to a right of payment, termination, cancellation or acceleration of any material obligation or loss of any material benefit, or result in the imposition of any Encumbrance on any assets or property of such Seller, or under (b) any mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Seller’s properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality is required by or with respect to such Seller in connection with the execution and delivery of this Agreement or any of the Transaction Documents or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition hereby. Such Seller has not granted any options of any Lien upon any of the assets or properties of the Company sort with respect to such Seller’s Sale Equity Interests or any of its Subsidiaries, under (A) their respective organizational documents, (B) any note, instrument, contract, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation right to which the Company acquire such Seller’s Sale Equity Interests or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, (C) any Court Order to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, or (D) any Requirements of Laws affecting the Company, any of its Subsidiaries or any of their respective assets or properties, except for, in the case of interest therein other than under this clause (D), any matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (ii) require the approval, consent, authorization or act of, or the making by the Company or any of its Subsidiaries of any declaration, filing or registration with, any Person, except for any notice filings required to be made pursuant to Regulation D under the Securities Act and pursuant to applicable state securities lawsAgreement.

Authorization; No Conflicts. (ai) Except as set forth Purchaser has full power and authority to execute and deliver this Agreement and the Ancillary Documents to which it is or will be a party and to consummate the Transactions. The execution, delivery and performance by Purchaser of this Agreement and each of the Ancillary Documents to which it is or will be a party and the consummation of the Transactions have been duly authorized by all necessary action on behalf of Purchaser. No other proceedings on the part of Purchaser are necessary to authorize the execution, delivery and performance by Purchaser of this Agreement and each Ancillary Document and consummation of the Transactions. This Agreement has been, and on or prior to the Initial and Final Closing each Ancillary Document to which it is a party will be, duly and validly executed and delivered by Purchaser. This Agreement is, and upon its execution at or prior to the Initial and Final Closing each Ancillary Document to which it is or will be a party will be, a valid and binding obligation of Purchaser, enforceable against it in Schedule 7.2, the accordance with its terms. (ii) The execution, delivery and performance of this Agreement and each of the Transaction Documents, and the issuance, sale and delivery of the Series D Preferred Shares and the Conversion Common Shares, have been duly authorized and approved by all requisite corporate action of the Company. This Agreement has been duly authorized, executed and delivered by the Company and (assuming the due execution and delivery hereof by each of the Investors) is the valid and binding obligation of the Company enforceable in accordance with its terms, and each of the Transaction Ancillary Documents to which the Company it is a party has been duly authorized by the Company and, upon execution and delivery by the Company and (assuming the due execution and delivery thereof by each of the other parties thereto), or will be a valid and binding obligation party, the consummation by Purchaser of the Company enforceable in accordance Transactions and the compliance by Purchaser with its respective terms, in each case subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement thereof or by general equitable principles, (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent any indemnification provisions may be limited by applicable federal or state securities laws. (b) Except as set forth in Schedule 7.2, neither the execution and delivery of this Agreement or any of the Transaction Documents or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or and thereof will: (i) will not conflict with, violate or result in a breach of the terms, conditions or provisions any provision of, or constitute a default, an event of default (or an event creating rights event, which, with notice or lapse of acceleration, termination time or cancellation or both would constitute a loss of rights default) under, or result in the creation termination of or imposition accelerate the performance required by, or result in a right of any Lien upon any of the assets termination or properties of the Company or any of its Subsidiariesacceleration under, under (A) their respective organizational documents, any provision of the governing documents of Purchaser or (B) any mortgage, note, instrumentindenture, contract, agreement, mortgagedeed of trust, lease, licenseloan agreement or other agreement or instrument of Purchaser or any permit, concession, grant, franchise, permit license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to Purchaser or its properties or assets other authorizationthan any such conflict, rightviolation, restriction or obligation to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is boundbreach, (C) any Court Order to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bounddefault, or (D) any Requirements of Laws affecting the Company, any of its Subsidiaries or any of their respective assets or properties, except for, in the case of this termination and acceleration under clause (D), any matters B) that, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect; or (ii) require materially and adversely affect or delay the approval, consent, authorization or act of, or consummation of the making by the Company or any of its Subsidiaries of any declaration, filing or registration with, any Person, except for any notice filings required to be made pursuant to Regulation D under the Securities Act and pursuant to applicable state securities lawsTransactions.

Authorization; No Conflicts. (a) Except Each of Parent and Merger Sub has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement and each other Transaction Document to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by Parent and Merger Sub, the consummation by each of them of the transactions contemplated hereby and the performance by each of them of their respective obligations hereunder have been duly authorized and approved by the board of directors of Merger Sub and have been duly approved and adopted by Parent as set forth in Schedule 7.2, the sole shareholder of Merger Sub. No other corporate action on the part of either of Parent or Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement and by each of the Transaction Documents, Parent and Merger Sub and the issuance, sale and delivery consummation of the Series D Preferred Shares and the Conversion Common Shares, have been duly authorized and approved by all requisite corporate action of the Companytransactions contemplated hereby. This Agreement has and the other Transaction Documents to which Parent or Merger Sub is a party have been or will be duly authorized, executed and delivered by the Company and (assuming the due execution and delivery hereof by each of the Investors) is the valid Parent and binding obligation of the Company enforceable in accordance with its terms, and each of the Transaction Documents to which the Company is a party has been duly authorized by the Company Merger Sub and, upon execution and delivery by the Company and (assuming the due execution and delivery thereof by each of the other parties thereto), will be that this Agreement constitutes a valid and binding obligation of the Company 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 respective terms, in each case subject to (i) except that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement thereof or of creditors’ rights generally, and by general equitable principles, (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent any indemnification provisions may be limited by applicable federal or state securities laws. (b) Except as set forth in Schedule 7.2, neither the The execution and delivery of this Agreement or any of the and each other Transaction Documents or Document do not, and the consummation of any of the transactions contemplated hereby by this Agreement and each other Transaction Document will not, directly or thereby nor compliance indirectly (with or fulfillment without notice or lapse of the termstime or both), conditions and provisions hereof or thereof will: (i) conflict with or violate any of the provisions of the certificate of incorporation or bylaws (or comparable documents) of Parent or Merger Sub, (ii) conflict with, or result in a any violation of, breach of the terms, conditions or provisions ofdefault under, or constitute give rise to a defaultright of termination, an event of default or an event creating rights of cancellation, acceleration, termination modification or cancellation or a loss of rights any material benefit or material obligation under, or result in the creation or imposition of any Lien upon any of the properties or assets of Parent or properties of the Company or Merger Sub under, any of its Subsidiariesmaterial Contract, under (A) their respective organizational documents, (B) any note, instrument, contract, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which the Company Parent or any of its Subsidiaries Merger Sub is a party or by which Parent or Merger Sub or any of their respective assets is bound or properties is subject or by which (iii) subject to the Company consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.3, contravene in any material respect any domestic or foreign Law or any of its Subsidiaries is boundOrder currently in effect and binding upon Parent or Merger Sub, (C) any Court Order to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, or (D) any Requirements of Laws affecting the Company, any of its Subsidiaries or any of their respective assets or properties, except forexcept, in the case of this clause clauses (Dii) and (iii), any matters thatas would not, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; or (ii) require prevent, materially delay or materially impair the approval, consent, authorization ability of Parent or act of, or Merger Sub to consummate the making Merger and the other transactions contemplated by the Company or any of its Subsidiaries of any declaration, filing or registration with, any Person, except for any notice filings required to be made pursuant to Regulation D under the Securities Act and pursuant to applicable state securities lawsthis Agreement.