Common use of Enforceability; Authority; No Conflict Clause in Contracts

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein will, directly or indirectly (with or without notice or lapse of time): (i) breach any provision of any of the governing documents of Seller or any resolution adopted by the board of directors or the shareholders of Seller; (ii) breach or give any governmental body or other person or entity the right to challenge any of the transactions contemplated herein or to exercise any remedy or obtain any relief under any legal requirement or any order to which Seller or any of the Assets may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach any provision of, or give any person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; (vi) result in the imposition or creation of any encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Seller is not required to give any notice to or obtain any consent from any person or entity in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated herein.

Enforceability; Authority; No Conflict. (a) This AgreementAgreement constitutes the legal, valid and all other agreements related heretobinding obligation of Seller, constitutes enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors of Seller's shareholders and board of directors. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): ), (i) breach any provision of any of the governing documents Governing Documents of Seller or any resolution adopted by the board of directors or the shareholders of Seller; Seller Stockholders; (ii) breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller Seller, or any of the Assets Assets, may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; Business; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; ; (viv) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or or (viivi) result in any shareholder of the Seller Stockholder having the right to exercise dissenters' ’ appraisal rights. (c) Except as set forth in Part 3.2(c), Seller is not required to obtain any Consent from or give any notice to or obtain any consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid valid, and binding obligation of Seller, enforceable against it Seller in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to creditors’ rights generally and by equitable principles. Upon the execution and delivery by Seller and the Company of each other Transaction Document to which either of them is a party, such Transaction Documents will constitute the legal, valid, and binding obligations of Seller and the Company, as applicable, enforceable against Seller or the Company in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to creditors’ rights generally and by equitable principles. Each of Seller and the Company has the absolute and unrestricted right, necessary power and authority to execute and deliver this Agreement and the Seller's Closing Transaction Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directorsthereunder. (b) Neither Except as set forth in Schedule 3.2, neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach contravene, conflict with, or result in a violation of (A) any provision of any the Organizational Documents of Seller, UMKK, UMNet or the governing documents of Seller Company, or (B) any resolution adopted by the board of directors or the shareholders of Seller, UMKK, UMNet or the members or managers of the Company; (ii) breach contravene, conflict with, or result in a violation of, or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein or to Contemplated Transactions, exercise any remedy or obtain any relief under under, any legal requirement Legal Requirement or any order Order to which Seller or the Company, Seller, UMKK, UMNet, any of the Assets Business Assets, UMKK Shares, UMNet Shares or the Interests may be subject, except as could not reasonably be expected to result in a Material Adverse Effect on Seller or the Company or the Business; (iii) contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets Business or any of the Business Assets, except for as could not reasonably be expected to result in a Material Adverse Effect on Seller or the business of SellerCompany or the Business; (iv) cause Buyer the Company, UMKK or UMNet to become subject to, or to become liable for the payment of, any taxTax; (v) Breach cause any of the Business Assets to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract;Business Contract or any other Contract to which Seller, the Company, UMKK or UMNet is bound and to which the Business Assets or Interests, UMKK Shares or UMNet Shares are subject, except as could not reasonably be expected to result in material direct or indirect costs or liabilities to the Business; or (vivii) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Business Assets; or (vii) result in any shareholder of , the Seller having the right to exercise dissenters' appraisal rightsInterests, UMKK Shares or UMNet Shares. (c) Except as set forth in Schedule 3.2 hereof, and except such instances in which the failure to give such notice or obtain such Consent could not, individually or in the aggregate, reasonably be expected to result in material direct or indirect costs or liabilities to the Seller or the Company or the Business, neither Seller, any Affiliate of Seller nor the Company is not or will be required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, constitutes constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein will, directly or indirectly (with or without notice or lapse of time): (i) breach any provision of any of the governing documents of Seller or any resolution adopted by the board of directors or the shareholders of Seller; (ii) breach or give any governmental body or other person or entity the right to challenge any of the transactions contemplated herein or to exercise any remedy or obtain any relief under any legal requirement or any order to which Seller or any of the Assets may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach any provision of, or give any person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; (vi) result in the imposition or creation of any encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Seller is not required to give any notice to or obtain any consent from any person or entity in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated herein.

Enforceability; Authority; No Conflict. (a) This AgreementAgreement and the other documents delivered in connection with this Agreement (collectively, and all other agreements related hereto, constitutes the “Ancillary Documents”) constitute the legal, valid valid, and binding obligation obligations of Sellereach of the Seller Parties, enforceable against it each of them in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditor’s rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Each of the Seller Parties has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and the Seller's Closing other Ancillary Documents to which it is a party and to perform its obligations under this Agreement hereunder and the Seller's Closing Documentsthereunder, and such action has been duly authorized by all necessary action by Seller's shareholders the Company and board of directorsits member. (b) Neither the execution and delivery of this Agreement or the Ancillary Documents to which any of the Seller Parties is a party nor the consummation or performance of any of the transactions contemplated herein Transactions will, directly or indirectly (with or without notice or lapse of time): ), (i) breach contravene, violate, or conflict with any provision of any of the governing documents of Seller the Company or any resolution adopted by the board of directors or the shareholders of Seller; its member; (ii) breach or give afford any governmental body or other person or entity Person the right to challenge any of the transactions contemplated herein Transactions or to exercise any remedy or obtain any relief under any legal requirement or any order Legal Requirements to which Seller or any of the Assets Seller Parties may be subject; ; (iii) contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any governmental body the right to revoke, withdraw, suspend, cancel, terminate terminate, or modify, any Governmental Authorization governmental authorization that is held by Seller the Company or that otherwise relates to such entity or the Assets or to the business of Seller; Business; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Assumed Contract; ; (viv) result in the imposition or creation of any encumbrance Lien (other than Permitted Liens) upon or with respect to any of the Assetsassets of the Company; or (viivi) result in any shareholder of the Seller Person having the right to exercise dissenters' dissenter’s appraisal rightsrights which are not waived at or prior to the Effective Time; or (vii) cause Buyer to become subject to or liable for, any Tax other than sales, commodity or value-added tax eligible as a result of the consummation of the Transactions and other than Tax related to Buyer carrying on the Business after the Effective Time. (c) None of the Seller Parties is not required to give any notice to or obtain any consent from any person or entity Person in connection with the execution and delivery of this Agreement or the Ancillary Documents to which any of the Seller Parties is a party or the consummation or performance of any of the transactions contemplated hereinTransactions.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it Seller in accordance with its terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Upon the execution and delivery by Seller of the Seller Closing Documents, the Seller Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute all power, authority and unrestricted right, power and authority capacity to execute and deliver this Agreement and, subject to approval of Seller’s Board of Directors and shareholders, the Seller's Seller Closing Documents and to perform its obligations under this Agreement and the Seller's Seller Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. (b) . Neither the execution and delivery of this Agreement or any Seller Closing Document by Seller, nor the consummation or performance of any of the transactions contemplated herein will, directly or indirectly (with or without notice or lapse of time): (i) breach Breach or otherwise conflict with any provision of any the articles of the formation, operating agreement, bylaws or other governing documents of Seller or contravene any resolution adopted by the board Board of directors Directors or the shareholders stockholders of Seller; (ii) breach Breach or give otherwise conflict with any governmental body term or other person provision of any charter, by-law, mortgage, indenture, contract, agreement, instrument, judgment, decree, order, statute, rule or entity regulation, and the right to challenge any execution and delivery of and performance and compliance with this Agreement by Seller will not result in the transactions contemplated herein violation of or to exercise any remedy be in conflict with or obtain any relief constitute a default under any legal requirement such term or provision referred to hereinabove or result in the creation of any order mortgage, lien, encumbrance or charge upon the Membership Interests pursuant to which Seller any such term or any of the Assets may be subject; provision; (iii) contravene, Breach or otherwise conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization authorization, permit, consent or approval that is held or being applied for by Seller or on behalf of Buyer or that otherwise relates to the Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach any provision of, or give any person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; (vi) result in the imposition or creation of any encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Seller is not required to give any notice to or obtain any consent from any person or entity in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated herein.Membership Interests;

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms. Upon the execution and delivery by Seller of the Escrow Agreement, the Seller's Noncompetition and all Confidentiality Agreement and each other agreements related heretoagreement to be executed and/or delivered by Seller at the Closing (collectively, constitutes the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it Seller in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders management board and board of directorsmembers. (b) Neither Except as set forth in Part 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach Breach (A) any provision of any of the governing documents Governing Documents of Seller or (B) any resolution adopted by the management board of directors or the shareholders members of Seller; (ii) breach Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller or any of the Assets Assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is Permit held by Seller or that otherwise relates to the Assets or to the business of SellerBusiness; (iv) cause Buyer to become subject to, or to become liable for the payment of, any taxTax other than the Buyer Transaction Taxes; (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;; or (vi) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Except as set forth in Parts 2.10(a) and 2.10(b), Seller is not required to obtain any Consent from, and except as set forth in Part 3.2(c), Seller is not required to give any notice to or obtain to, any consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. 7.3.1 This Agreement constitutes the legal, valid and binding obligation of Seller and is enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement to be executed or delivered by Seller at Closing (a) This Agreementcollectively, and all other agreements related heretothe “Seller Closing Documents”), constitutes each of the Seller Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it Seller in accordance with its terms. Seller has the absolute and unrestricted right, corporate power and authority to execute and deliver this Agreement and the Seller's Seller Closing Documents to which it is a party and to perform its obligations under this Agreement hereunder and the Seller's Closing Documentsthereunder, and such action has been duly authorized by all necessary corporate action by Seller's shareholders and board of directors. (b) 7.3.2 Neither the execution and execution, delivery or performance of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): ): (i) breach violate any provision of any of the governing documents of Seller or any resolution adopted by the board of directors or the shareholders Governing Documents of Seller; ; (ii) breach or give any governmental body or other person or entity the right to challenge any of the transactions contemplated herein or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller or any of the Acquired Assets may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Acquired Assets or to the business conduct of Seller; the Business; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; ; or (viv) result in the imposition or creation of any encumbrance Encumbrance, other than the Permitted Encumbrance, upon or with respect to any of the Acquired Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) 7.3.3 Seller is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and execution, delivery or performance of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions other than as set out in Schedule 7.3.3 of the Seller Disclosure Schedule.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of Seller, Seller enforceable against it Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in a proceeding at law or in equity). Seller has the absolute and unrestricted requisite right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents and to perform its obligations under this Agreement hereunder and consummate the Seller's Closing DocumentsContemplated Transactions, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directorscorporate or other entity action. (b) Neither the execution The execution, delivery and delivery performance by Seller of this Agreement nor and the consummation or performance of any of the transactions contemplated herein willContemplated Transactions, directly or indirectly (with or without notice or lapse of time): does not and will not: (i) breach violate any provision of any the Governing Documents of the governing documents of Seller Seller, or any resolution adopted by the board respective boards of directors or the shareholders (or similar management group) of Seller; , as applicable; (ii) breach or give any governmental body or other person or entity the right to challenge any assuming receipt of the transactions contemplated herein consents set forth in Schedule 4.2(c), violate or to exercise conflict with any remedy or obtain provisions of any relief under any legal requirement Legal Requirements or any order Order to which Seller or any of the Assets may be is subject; ; (iii) contraveneexcept as set forth on Schedule 4.2(b)(iii) (the “Seller Required Consents”), violate, conflict with or with, result in a violation or breach of any of the terms or requirements of, constitute (with due notice or give any governmental body the right to revoke, withdraw, suspend, cancel, terminate lapse of time or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; (ivboth) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach any provision of, or give any person or entity the right to declare a default or exercise cause any remedy underobligation, penalty, premium or other payment to arise or accrue under any material Contract to which Seller is a party or by which Seller is bound or to accelerate the maturity which Seller’s properties or performance of, assets is subject; or payment under, or to cancel, terminate or modify, any Contract; (viiv) result in the creation or imposition or creation of any encumbrance Encumbrance (except Permitted Encumbrances and any Encumbrances imposed directly or indirectly by Buyer) upon any of such properties or assets of Seller or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rightsTransferred Interests. (c) Seller Except as set forth in Schedule 4.2(c), no consent, approval, authorization of, declaration, filing, or registration with, any Governmental Body or any Third Party is not required to give any notice to be made or obtain any consent from any person or entity obtained by Seller, in connection with the execution execution, delivery, and delivery performance of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of SellerParent and Buyer, enforceable against it the Parent and Buyer in accordance with its terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Upon the execution and delivery by Buyer of the Buyer’s Closing Documents, the Buyer’s Closing Documents will constitute the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with their respective terms. Seller Buyer has the absolute all power, authority and unrestricted right, power and authority capacity to execute and deliver this Agreement and the Seller's Buyer Closing Documents and to perform its or his obligations under this Agreement and the Seller's Buyer Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. (b) . Neither the execution and delivery of this Agreement nor any Buyer Closing Document by Buyer nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i1) breach Breach or otherwise conflict with any provision of any the articles of the organization or formation, articles of incorporation, operating agreement, bylaws, or other governing documents documents, as applicable, of Seller Parent or Buyer, or contravene any resolution adopted by the board members, managers, shareholders, officers, or directors of directors Parent or the shareholders of SellerBuyer; (ii2) breach Breach or give otherwise conflict with any governmental body term or other person provision of any charter, by-law, mortgage, indenture, contract, agreement, instrument, judgment, decree, order, statute, rule or entity regulation, and the right to challenge any execution and delivery of and performance and compliance with this Agreement by Parent and/or Buyer will not result in the transactions contemplated herein violation of or to exercise any remedy be in conflict with or obtain any relief constitute a default under any legal requirement such term or provision referred to hereinabove or result in the creation of any order mortgage, lien, encumbrance or charge upon the Purchase Price Shares pursuant to which Seller any such term or any of the Assets may be subjectprovision; (iii3) contravene, Breach or otherwise conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization authorization, permit, consent or approval that is held or being applied for by Seller or on behalf of Parent and/or Buyer or that otherwise relates to any of the Assets Common Stock, the Class A Preferred Stock or to the business of SellerClass B Preferred Stock; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v4) Breach or otherwise conflict with any provision of, or give any third party person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract;material contract or material agreement to which Parent or Buyer is a party or by which Parent or Buyer is bound; or (vi5) result in the imposition or creation of any encumbrance upon encumbrance, claim, chill or with respect to lien on any of the Assets; or (vii) result in any shareholder of Common Stock, the Seller having the right to exercise dissenters' appraisal rights. (c) Seller is not required to give any notice to or obtain any consent from any person or entity in connection with the execution and delivery of this Agreement Class A Preferred Stock or the consummation or performance of any of the transactions contemplated hereinClass B Preferred Stock.

Enforceability; Authority; No Conflict. (ai) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid valid, and binding obligation of SellerParent, enforceable against it Parent in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to creditors’ rights generally and by equitable principles. Seller Upon the execution and delivery by Parent of each the Transaction Document to which it is a party, such Transaction Documents will constitute the legal, valid, and binding obligations of Parent enforceable against Parent in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to creditors’ rights generally and by equitable principles. Parent has the absolute and unrestricted right, corporate power and authority to execute and deliver this Agreement and the Seller's Closing Transaction Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directorsthereunder. (bii) Neither Except as set forth in Schedule 4.4, neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach contravene, conflict with, or result in a violation of (x) any provision of any the Organizational Documents of the governing documents of Seller Parent, or (y) any resolution adopted by the board of directors or the shareholders of SellerParent; (ii) breach contravene, conflict with, or result in a violation of, or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein or to Contemplated Transactions, exercise any remedy or obtain any relief under under, any legal requirement Legal Requirement or any order Order to which Seller or any of the Assets Parent may be subject; (iii) contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets Business or to any of the business of Seller;Business Assets; and (iv) cause Buyer Except as set forth in Schedule 4.4 hereof, and except such instances in which the failure to become subject togive such notice or obtain such Consent could not, individually or in the aggregate, reasonably be expected to become liable for result in material direct or indirect costs or liabilities to the payment ofSeller or the Company or the Business, neither Parent, any tax; (v) Breach any provision of, Affiliate of Parent nor the Company is or give any person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; (vi) result in the imposition or creation of any encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Seller is not will be required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. Subject to the approvals set forth on Schedule 8.2:‌ (a) This Agreement, Agreement and any and all other agreements related heretoagreements, constitutes documents and instruments to which LSU is a party and which are executed and delivered by LSU pursuant to this Agreement constitute the legal, valid and binding obligation obligations of SellerLSU, enforceable against it LSU in accordance with its terms. Seller LSU has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents such other agreements, documents and instruments to perform its obligations under this Agreement and the Seller's Closing Documents, which it is a party and such action has actions have been duly authorized by all necessary action by Seller's shareholders and LSU’s Board of Supervisors. A copy of the authorizing consent resolution or meeting minutes as certified by LSU’s board of directorssecretary is attached as Exhibit 8.2(a). (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (indirectly, with or without notice or lapse of time):: (i) breach any provision of any of the governing documents of Seller or Breach any resolution adopted by the board LSU Board of directors or the shareholders of SellerSupervisors; (ii) breach Cause BRFHH or give any governmental body or other person or entity the right to challenge any of the transactions contemplated herein or to exercise any remedy or obtain any relief under any legal requirement or any order to which Seller or any of the Assets may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; (iv) cause Buyer BRF to become subject to, or to become liable for the payment of, any tax; (v) Breach any provision of, or give any person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; (vi) result in the imposition or creation Liability of any encumbrance upon or with respect to any of the AssetsLSU; or (viiiii) Result in the LSUHSC-S GME Programs violating any rules, policies, procedures or accreditation requirements of ACGME or otherwise result in in: (1) the LSUHSC-S GME Programs ceasing to be accredited by ACGME; (2) the LSUHSC-S GME Programs ceasing to be funded by the State; or (3) LSU ceasing to comply with or satisfy any shareholder of CMS reimbursement requirements or regulations applicable to the Seller having the right to exercise dissenters' appraisal rightsLSUHSC-S GME Programs. (c) Seller LSU warrants that it will not take any action, fail to take any action, enter into any agreement or consummate any transaction that would prevent LSU from performing the Contemplated Transactions or performing its obligations under this Agreement or any agreement, document or instrument to which it is not required to give any notice to or obtain any consent from any person or entity a party and which is executed and delivered in connection with the execution and delivery of this Agreement or otherwise materially and adversely affect the consummation Hospitals or performance the LSUHSC-S GME Programs without the prior written consent of any an authorized representative of the transactions contemplated hereinBRFHH.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, constitutes constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directorsmanaging partners. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein will, directly or indirectly (with or without notice or lapse of time): (i) breach any provision of any of the governing documents of Seller or any resolution adopted by the board managing partners of directors or the shareholders of Seller; (ii) breach or give any governmental body or other person or entity the right to challenge any of the transactions contemplated herein or to exercise any remedy or obtain any relief under any legal requirement or any order to which Seller or any of the Assets may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach any provision of, or give any person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; (vi) result in the imposition or creation of any encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Seller is not required to give any notice to or obtain any consent from any person or entity in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated herein.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of SellerParagon and Stonehaven, enforceable against it Paragon and Stonehaven in accordance with its terms. Seller has Paragon and Stonehaven each have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents and to perform its their respective obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directorshereunder. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions by Paragon or Stonehaven will, directly or indirectly (with or without notice or lapse of time): (i) breach (A) any provision of any of the governing documents Organizational Documents of Seller Paragon or Stonehaven, or (B) any resolution adopted by the partners of Paragon or the board of directors trustees or the shareholders stockholders of SellerStonehaven; (ii) breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller Paragon or Stonehaven, or any of the Assets their assets or properties, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Paragon or Stonehaven or that otherwise relates to the Assets assets or properties, or to the business business, of SellerParagon or Stonehaven; (iv) cause Buyer Stonehaven to become subject to, or to become liable for the payment of, any taxTax; (v) Breach breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any ContractContract to which Paragon or Stonehaven, or any of their assets or properties may be subject; (vi) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assetsassets or properties of Paragon or Stonehaven; or (vii) result in any shareholder holder of the Seller Common Stock having the right to exercise dissenters' ’ appraisal rightsrights as a holder of Common Stock. (c) Seller Except as set forth in Schedule 4.2(c), neither Paragon nor Stonehaven is not required to give any notice to or obtain any consent from any person or entity Consent in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This AgreementUpon the execution and delivery by it, this Agreement and all the other agreements related hereto, constitutes Transaction Documents to which it is a party constitute the legal, valid and binding obligation of Sellerthe Selling Parties, as applicable, enforceable against it in accordance with its terms. Seller Each Selling Party has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing other Transaction Documents to which it is a party and to perform its respective obligations under this Agreement hereunder and the Seller's Closing Documentsthereunder, and such action has been duly authorized by all necessary action by Seller's shareholders and the board of directorsdirectors (or equivalent governing body) of each Selling Party and by special resolution of the shareholders of Seller. (b) Neither Except as set forth in Schedule 3.2(b), neither the execution and delivery of this Agreement any of the Transaction Documents nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach Breach (A) any provision of any of the governing documents Governing Documents of Seller any Selling Party or (B) any resolution adopted by the board of directors or the shareholders of Sellerany Selling Party; (ii) breach Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller any Selling Party, or any of the Assets Acquired Asset, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller a Selling Party or that otherwise relates to the Acquired Assets or to the business of SellerBusiness; (iv) cause Buyer to become subject to, or to become liable for the payment of, any taxTax, except as described in Section 2.10; (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;; or (vi) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Acquired Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Seller Except as set forth in Schedule 3.2(c), none of the Selling Parties is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid valid, and binding obligation of each Seller, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by Sellers of each agreement to be executed or delivered by Sellers at the Closing (collectively, the "Sellers' Closing Documents"), each of the Sellers' Closing Documents will constitute the legal, valid, and binding obligation of each Seller, enforceable against each of them in accordance with its terms. Each Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Sellers' Closing Documents to which such Seller is party and to perform its obligations under this Agreement and the Seller's applicable Sellers' Closing Documents, and such action has been duly authorized by all necessary action by Seller's the shareholders and board of directorsdirectors of SRD and Inprop. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach (A) any provision of any of the governing documents Governing Documents of Seller either SRD or Inprop, or (B) any resolution adopted by the board of directors or the shareholders of Sellereither SRD or Inprop; (ii) breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller Sellers or any of the Assets Assets, may be subject;; and (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach any provision of, or give any person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; (vi) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Except as set forth in Schedule 3.2(c), no Seller is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of SellerSeller and each Member, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by Seller has and Members of the absolute Consulting Agreements, the Noncompetition Agreement, the Research and unrestricted rightDevelopment Agreement and each other agreement to be executed or delivered by any or all of Seller and Members at the Closing (collectively, power the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and authority to execute binding obligation of each of Seller (if a party thereto) and deliver the Members (if parties thereto), enforceable against each of them in accordance with its terms, except that the enforceability of this Agreement and the Seller's ’s Closing Documents and may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to perform its obligations under this Agreement and the Seller's Closing Documentscreditors’ rights generally, and such action has been duly authorized by all necessary action by Seller's shareholders and board general principles of directorsequity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Neither Except as set forth in Section 3.2(b) of the Disclosure Schedules, neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): ), (i) breach any provision of any of the governing documents of Seller or any resolution adopted by the board of directors or the shareholders Governing Documents of Seller; , (ii) breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller or either Member, or any of the Assets Purchased Assets, may be subject; ; or (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; ; or (vi) result in the imposition or creation of any encumbrance upon or with respect to any of the Assets; or (viiiv) result in any shareholder member of the Seller having the right to exercise dissenters' ’ appraisal rights. (c) Except as set forth in Section 3.2(c) of the Disclosure Schedules, neither Seller nor either Member is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This AgreementAgreement and the other documents delivered in connection with this Agreement (collectively, and all other agreements related hereto, constitutes the “Ancillary Documents”) constitute the legal, valid valid, and binding obligation obligations of Sellereach of the Seller Companies, enforceable against it each of them in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditor’s rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Each of the Seller Companies has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and the Seller's Closing other Ancillary Documents to which it is a party and to perform its obligations under this Agreement hereunder and the Seller's Closing Documentsthereunder, and such action has been duly authorized by all necessary corporate or limited action by Seller's shareholders and board of directorsthe Seller Companies. (b) Neither the execution and delivery of this Agreement to which any of the Seller Companies is a party nor the consummation or performance of any of the transactions contemplated herein Transaction will, directly or indirectly (with or without notice or lapse of time): ), (i) breach contravene, violate, or conflict with any provision of any of the governing documents of the Seller Companies or any resolution adopted by the board their respective boards of directors or the shareholders of Seller; managers; (ii) breach or give afford any governmental body or other person or entity Person the right to challenge any of the transactions contemplated herein Transaction or to exercise any remedy or obtain any relief under any legal requirement or any order Legal Requirements to which Seller or any of the Assets Seller Companies may be subject; ; (iii) contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any governmental body the right to revoke, withdraw, suspend, cancel, terminate terminate, or modify, any Governmental Authorization material governmental authorization that is held by Seller the Company or that otherwise relates to such entity or the Assets or to the business of Seller; Business; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach materially breach any provision of, or materially give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Assumed Contract; ; (viv) result in the imposition or creation of any encumbrance Lien (other than Permitted Liens) upon or with respect to any of the Assetsassets of the Company; or (viivi) result in any shareholder of the Seller Person having the right to exercise dissenters' dissenter’s appraisal rightsrights which are not waived at or prior to the Effective Time; or (vii) cause the XPO Companies to become subject to, or liable for, any Tax. (c) Except as set forth on Schedule 2.2(c), none of the Seller Companies is not required to give any notice to or obtain any consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinTransaction.

Enforceability; Authority; No Conflict. (a) a. This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid valid, and binding obligation of Seller, enforceable against it Seller in accordance with its terms, except as enforceability is limited by the Enforceability Exceptions. All other documents executed or delivered by Seller will constitute the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforceability is limited by the Enforceability Exceptions. ▇. ▇▇▇▇▇▇ has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and the Seller's other documents delivered at Closing Documents to which it is a party and to perform its obligations under this Agreement and any other documents delivered at Closing. ▇. ▇▇▇▇▇▇▇▇▇ is the Seller's Closing Documentsonly member of Seller and has duly authorized the execution, delivery, and such action has been duly authorized by all necessary action by Seller's shareholders and board performance of directorsthis Agreement. (b) Neither ▇. ▇▇▇▇▇▇▇ the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach ▇. ▇▇▇▇▇▇ any provision of any of the governing documents Governing Documents of Seller or any resolution adopted by the board members of directors or the shareholders of Sellereither party; (ii) breach . Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement statute or regulation or any order Order to which Seller or any of the Assets may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; (iv) . cause Buyer to become subject to, or to become liable for the payment of, any taxTax, other than Taxes applicable to Buyer in connection with the operation of the Business after Closing; (v) iv. Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Assumed Contract;; or (vi) v. result in the imposition or creation of any encumbrance Encumbrance (other than Permitted Encumbrances) upon or with respect to any of the Assets; or. ​ (vii) result e. Except as otherwise set forth in any shareholder of the Schedule C.2, neither Seller having the right to exercise dissenters' appraisal rights. (c) Seller nor Principal is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of such Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by such Seller of the Escrow Agreement, and each other agreement to be executed or delivered by such Seller at the Closing (collectively, the “Seller Closing Documents”), each such Seller Closing Document will constitute the legal, valid and binding obligation of such Seller, enforceable against it in accordance with its terms. Such Seller has the absolute and unrestricted full right, power and authority to execute and deliver this Agreement and the Seller's each Seller Closing Documents Document to which it is a party and to perform its respective obligations under this Agreement and the Seller's Seller Closing Documents, and such action has been duly authorized by all necessary action by such Seller's shareholders and ’s respective board of directorsdirectors (or equivalent thereof) and equity holders. (b) Neither Assuming that all consents, approvals, authorizations and other actions described in Section 3.2(c) are obtained, neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Acquisition will, directly or indirectly (with or without notice or lapse of time): ): (i) breach any provision contravene or conflict with the Governing Documents of any of the governing documents of such Seller or any resolution adopted by the such Seller’s board of directors (or the shareholders of Seller; equivalent thereof) or equity holders; (ii) breach contravene or conflict with or constitute a violation of any provision of any Legal Requirement, judgment, injunction, Order or decree binding upon or applicable to such Seller, the Acquired Assets or the Business; (iii) give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Acquisition or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which such Seller or any of the Acquired Assets may be subject; ; (iiiiv) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by such Seller or that otherwise relates to the Acquired Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; Business; (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; ; or (vi) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Acquired Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Except as set forth in Schedule 3.2(c), such Seller is not required to give any notice to or obtain any consent Consent from any person Person, whether pursuant to a Contract, Governmental Authorization or entity Legal Requirement, in connection with the execution and delivery of this Agreement and the Seller Closing Documents or the consummation or performance of any of the transactions contemplated hereinAcquisition.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid valid, and binding obligation of each Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by each Seller, as applicable, of the ▇▇▇▇ of Sale, the Assignment and Assumption Agreement, the Assignment and Assumption of Leases, the Assignment of Marks, the Assignment of Patents, the Assignment of Copyrights, the Royalty Agreement, the Supply Agreement, the Transitional Services Agreement, the Securities Purchase Agreement, the Registration Rights Agreement, the Security Agreement and each other document or instrument to be executed or delivered by such Seller at Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid, and binding obligation of each Seller that is a party thereto, enforceable against it in accordance with its terms. Each Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing DocumentsDocuments to which it is a party, and such action has been duly authorized by all necessary action by each Seller's shareholders and board of directors. (b) Neither Except as set forth in Schedule 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach (A) any provision of any of the governing documents Governing Documents of Seller Seller, or (B) any resolution adopted by the board of directors or the shareholders of Seller; (ii) breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein or to exercise any remedy or obtain any relief under under, any legal requirement Legal Requirement or any order Order to which Seller Seller, or any of the Assets Assets, may be subject; (iii) contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate terminate, or adversely modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of SellerProcuren Operations; (iv) cause Buyer to become subject to, or to become liable for for, the payment of, of any taxTax; (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Seller Contract;; or (vi) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or , in each case of (viii) through (vi) above, the result in any shareholder of which could reasonably expected to have a material adverse effect on the financial condition of the Seller having Procuren Operations or the right to exercise dissenters' appraisal rightsAssets as a whole or the operation of any of the Facilities individually. (c) Except as set forth in Schedule 3.2(c), Seller is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement to be executed or delivered by Seller upon execution of this Agreement and at the Closing (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and its board of directors. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transaction will, directly or indirectly (with or without notice or lapse laps of time): (i) breach Breach (A) any provision of any of the governing documents Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller;: (ii) breach Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller Seller, or any of the Assets Assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (vi) result in the imposition or creation of any encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Seller is not required to give any notice to or obtain any consent from any person or entity in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated herein.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of SellerShareholder and Company, enforceable against it each of them in accordance with its terms. Seller has Upon the execution and delivery by Shareholder and/or the Company of the other documents or agreements to be executed or delivered by Shareholder and/or the Company at the Closing (collectively, the “Shareholder’s Closing Documents”), each of Shareholder’s Closing Documents will constitute the legal, valid and binding obligation of Shareholder and/or the Company, as the case may be, enforceable against each of them in accordance with its terms. Shareholder and the Company have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's other Shareholder’s Closing Documents to which either of them is a party and to perform its their respective obligations under this Agreement and the Seller's Shareholder’s Closing Documents, and such action has been duly authorized by all necessary corporate action by Seller's shareholders Shareholder and board of directorsthe Company and any required third party consents have been obtained. (b) Neither Except as set forth in Schedule 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach Breach (A) any provision of any of the governing documents Governing Documents of Seller Shareholder or Company or (B) any resolution adopted by the board of directors of the Shareholder or the shareholders of SellerCompany; (ii) breach Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller Company or any of the Assets Shareholder may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Company or that otherwise relates to the Assets or to the business of SellerCompany; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach any material provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any material Company Contract; (viv) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rightsCompany’s assets. (c) Seller Except as set forth in Schedule 3.2(c), neither Company nor Shareholder is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This AgreementUpon the execution and delivery by the Sellers of the Seller Documents, and all other agreements related hereto, constitutes each Seller Document will constitute the legal, valid valid, and binding obligation of Sellereach Sellers, as applicable, enforceable against it each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, or similar applicable Law from time to time in effect relating to or affecting the enforcement of creditors’ rights generally and general equitable principles. Each Seller has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and the Seller's Closing Documents each Seller Document to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Seller Documents, and such action has been duly authorized by all necessary action by each Seller's ’s members and managers or shareholders and board of directors, as applicable. (b) Neither the execution and or delivery of this Agreement any Seller Document, nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): ): 12 FINAL EXECUTION VERSION (ii)Breach (A) breach any provision of any of the governing documents Governing Documents of any Seller or (B) any resolution adopted by the members or board of directors or managers or the shareholders of any Seller; ; (ii) breach or give ii)Give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Law or any order Order to which Seller any Seller, or any of the Assets Acquired Assets, may be subject; ; (iii) contraveneiii)Contravene, conflict with or result in a violation or breach Breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate terminate, or modify, any Governmental Authorization that is held by any Seller or that otherwise relates to the Acquired Assets or to the business of Seller; (iv) cause Buyer to become subject to, or the Insurance Business; (iv)To the Knowledge of Sellers, other than with respect to become liable for the payment ofMaterial Seller Contracts that require Consent in connection with an assignment of such Contract, breach in any tax; (v) Breach material respect any provision of, or give any person or entity the right to declare constitute a material default or exercise any remedy under, or give any Person the right to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modifymodify in any material respect, any Material Seller Contract; (vi) result in the imposition or creation of any encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Seller is not required to give any notice to or obtain any consent from any person or entity in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated herein.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of SellerBuyer, enforceable against it Buyer in accordance with its terms. Seller Upon the execution and delivery by Buyer of the Escrow Agreement, and each other agreement to be executed or delivered by Buyer at the Closing (collectively, the “Buyer Closing Documents”), each of Buyer Closing Documents will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, full power and authority to execute and deliver this Agreement and the Seller's each Buyer Closing Documents Document to which it is a party and to perform its obligations under this Agreement and the Seller's Buyer Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and Buyer’s board of directors. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): ): (i) breach any provision contravene or conflict with the Governing Documents of any of the governing documents of Seller Buyer or any resolution adopted by the Buyer’s board of directors or the shareholders of Seller; stockholders; (ii) breach contravene or conflict with or constitute a violation of any provision of any Legal Requirement, judgment, injunction, Order or decree binding upon or applicable to Buyer; (iii) give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller or any of the Assets Buyer may be subject; ; (iiiiv) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Buyer; or that otherwise relates to the Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; (vi) result in the imposition contract or creation of any encumbrance upon agreement to which Buyer is a party or pursuant to which Buyer’s assets are bound; except with respect to the occurrences set forth in clauses (iii) through (v), where any such occurrence would not materially and adversely affect the ability of Buyer to consummate the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rightsContemplated Transactions. (c) Seller is not required to give any notice to or obtain any consent from any person or entity in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated herein.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of Sellereach Seller and of the Company, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by each of Seller and Company of this Agreement and each other document to be executed or delivered by Sellers at the Closing (collectively, the ‘Sellers’ Closing Documents”), the Sellers’ Closing Documents will constitute the legal, valid and binding obligation of each Seller and of Company, enforceable against each of them in accordance with its terms. Each of Seller and of Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Sellers’ Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Sellers’ Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders of Sellers and board Company. Each of directorsSeller and Company has all necessary legal capacity to enter into and deliver this Agreement and the Sellers’ Closing Documents to which it is a party and to perform such its obligations hereunder and thereunder. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach (A) any provision of any of the governing documents Governing Documents of Seller Company or (B) any resolution adopted by the board of directors or the shareholders of SellerCompany; (ii) breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or Order to which Company or any order to which Seller Seller, or any of the Assets Assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Company or that otherwise relates to the Assets or to the business of SellerCompany; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Company Contract;; or (viv) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Neither Company nor any Seller is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or any of the Sellers’ Closing Documents or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, Each of Seller and the Company has all other agreements related hereto, constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted requisite right, power power, and authority to execute and deliver this Agreement and the Seller's Closing other Seller Transaction Documents to which it is a party and to perform its respective obligations under this Agreement hereunder and the Seller's Closing Documentsthereunder, and each such action has been duly authorized by all necessary action corporate or limited liability company action, as the case may be. This Agreement and the other Seller Transaction Documents have been duly executed and, when duly executed by Seller's shareholders all Parties and board delivered by Seller and the Company, constitute the legal, valid, and binding obligations of directorsthe Seller or the Company, as the case may be, enforceable against each of them in accordance with their terms, subject to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies. (b) Neither Except as set forth on Schedule 2.3(b), neither the execution and delivery of this Agreement or the Seller Transaction Documents, nor the consummation or performance of any of the transactions contemplated herein Transaction will, directly or indirectly (with or without notice or lapse of time): ): (i) breach contravene, violate, or conflict with any provision of any of the governing documents of the Seller or the Company or any resolution adopted by the board their respective boards of directors or the shareholders board of Seller; managers; (ii) breach or give afford any governmental body or other person or entity Person the right to challenge any of the transactions contemplated herein Transaction or to exercise any remedy or obtain any relief under any legal requirement or any order Legal Requirements to which either Seller or any of the Assets may be Company is subject; ; (iii) contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate terminate, or modify, any Governmental Authorization material governmental authorization that is held by Seller the Company or that otherwise relates to the Assets or to the business of Seller; Business; (iv) cause Buyer to become subject to, or to become liable for the payment of, constitute a material breach of any tax; (v) Breach any material provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Material Contract; ; (viv) result in the imposition or creation of any encumbrance material Lien (other than Permitted Liens) upon or with respect to any of the Assetsmaterial assets of the Company; or or (viivi) result in any shareholder of the Seller Person having the right to exercise dissenters' dissenter’s appraisal rightsrights which are not waived at or prior to the Closing. (c) Except as set forth on Schedule 1.9(e), neither Seller nor the Company is not required to give any notice to or obtain any consent from any person or entity Person (including without limitation any Governmental Authority) in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinTransaction except as would not, individually or in the aggregate, have a Material Adverse Effect.

Enforceability; Authority; No Conflict. (a) This AgreementSellers each have full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and all performance by Sellers of this Agreement have been duly and validly approved by the Board of Directors of Sellers, and no other agreements related hereto, actions or proceedings on the part of Sellers are necessary to authorize this Agreement and the transactions contemplated hereby. Sellers have each duly and validly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of SellerSellers, enforceable against it them in accordance with its terms. Seller has the absolute , except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, or other laws from time to time in effect which affect creditors' rights generally and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents and to perform its obligations under this Agreement and the Seller's Closing Documents, and by general principles of equity (regardless of whether such action has been duly authorized by all necessary action by Seller's shareholders and board of directorsenforceability is considered in a proceeding in equity or at law). (b) Neither the The execution and delivery of this Agreement nor by Sellers does not, and the performance by Sellers of their respective obligations hereunder and the consummation or performance of any of the transactions contemplated herein willhereby, directly will not conflict with, result in a violation or indirectly breach of, constitute (with or without notice or lapse of time): time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any lien upon any of the respective assets or properties of Sellers under any of the terms, conditions or provisions of (i) breach any provision the certificate of any incorporation or bylaws of the governing documents of Seller or any resolution adopted by the board of directors ▇▇▇, or the shareholders articles of Seller; incorporation or bylaws of Lyte, or (ii) breach or give any governmental body or other person or entity subject to the right to challenge any taking of the transactions contemplated herein or actions described in paragraph (b) of this Section 3.2, (x) any Laws applicable to exercise any remedy or obtain any relief under any legal requirement Sellers or any order judgment, decree, order, writ, permit, or license of any Governmental Entity applicable to which Seller Sellers or any of the Assets may be subject; their assets or properties, or (iiiy) contraveneany contract, conflict with agreement, or result in commitment to which Sellers are a violation party or breach of by which Sellers or any of their respective assets or properties is bound, excluding from the terms or requirements offoregoing clauses (x) and (y) conflicts, or give any governmental body the right to revokeviolations, withdrawbreaches, suspenddefaults, cancelterminations, terminate or modifymodifications, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business accelerations, and creations and impositions of Seller; (iv) cause Buyer to become subject toliens, or to become liable for the payment ofwhich, any tax; (v) Breach any provision of, or give any person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; (vi) result in the imposition or creation of any encumbrance upon or with respect as to any of the Assets; or (vii) foregoing, would not reasonably be expected to have a Material Adverse Effect on the Optoelectronics Business or would not result in any shareholder the inability of Sellers to consummate the Seller having the right to exercise dissenters' appraisal rightstransactions contemplated by this Agreement. (c) Seller is not required to give any No consent, approval, order, or notice to or obtain authorization of, or registration, declaration, or filing with, any consent from any person Governmental Entity or entity other third party is required to be made or obtained by Sellers (i) in connection with the execution and delivery of this Agreement or (ii) the consummation or performance of any by Sellers of the transactions contemplated hereinhereby, the failure to obtain any of which would reasonably be expected to have a Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated hereby, other than such consents, approvals, orders, notices or authorizations, or registrations, declarations or filings as may be required to effect the provisions of Sections 2.6, 2.12, 2.13 or 2.14.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of SellerHCT, enforceable against it in accordance with its terms. Seller Upon the execution and delivery by HCT of the Closing Documents to be executed and delivered by it under Section 2.3 (the “HCT Closing Documents”), each of the HCT Closing Documents will constitute the legal, valid and binding obligation of HCT, enforceable against it in accordance with its terms except as such enforcement may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws (whether statutory, regulatory or decisional), now or hereafter in effect, relating to or affecting the rights of creditors generally or by equitable principles (regardless of whether considered in a proceeding at law or in equity). HCT has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and each of the Seller's HCT Closing Documents and to perform its obligations under this Agreement and the Seller's HCT Closing Documents, and such action has been duly authorized by all necessary action by Seller's the directors and shareholders and board of directorsHCT. (b) Neither Except as set forth in Schedule 4.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Financing Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach Breach (A) any provision of any of the governing documents Governing Documents of Seller or HCT (B) any resolution or action adopted or taken by the board of officers, directors or the shareholders of SellerHCT; (ii) breach Breach or give any governmental body Governmental Body or any other person or entity Person the right to challenge any of the transactions contemplated herein Financing Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller or any of the Assets HCT may be subject; (iii) contraveneContravene, conflict with or result in a violation or breach Breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller HCT or that otherwise relates to the Assets or to the business of SellerBusiness; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; (vi) result in the imposition or creation of any encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Seller Except as set forth in Schedule 4.2(c), HCT is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinFinancing Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and each of the Seller's Closing Documents and to perform its obligations under this Agreement all the transactions contemplated hereby and the Seller's Closing Documents, thereby and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. This Agreement constitutes, and when duly executed at the Closing, each of the Seller's Documents will constitute, the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): ): (i) breach conflict with or result in a violation of or default under (A) any provision of any the articles or certificate of the governing incorporation or bylaws or other organizational documents of Seller Seller, (B) any statute, order, decree, proceeding, rule, or regulation of any resolution adopted by court or governmental agency or body, United States or foreign, applicable to the board of directors Purchased Business or the shareholders of Seller; Assigned Assets, (ii) breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller Seller, the Purchased Business or any of the Assets Acquired Assets, may be subject; ; (iii) contravene, conflict with or result in a default or violation or breach of any of the terms or requirements of, or give any governmental body Third Party or Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Permit or Governmental Authorization that is held by Seller or that otherwise relates to the Assets Purchased Business or to the business of Seller; Acquired Assets; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; Tax; (v) Breach conflict with or result in a violation of or default under any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; of the Seller Contracts included in the Acquired Assets; or (vi) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Acquired Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Except as set forth in Schedule 4.2(c), Seller is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of Sellereach Seller and of the Company, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by each of Seller and Company of this Agreement and each other document to be executed or delivered by Sellers at the Closing (collectively, the `Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid and binding obligation of each Seller and of Company, enforceable against each of them in accordance with its terms. Each of Seller and of Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Sellers' Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Sellers' Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders of Sellers and board Company. Each of directorsSeller and Company has all necessary legal capacity to enter into and deliver this Agreement and the Sellers' Closing Documents to which it is a party and to perform such its obligations hereunder and thereunder. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach (A) any provision of any of the governing documents Governing Documents of Seller Company or (B) any resolution adopted by the board of directors or the shareholders of SellerCompany; (ii) breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or Order to which Company or any order to which Seller Seller, or any of the Assets Assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Company or that otherwise relates to the Assets or to the business of SellerCompany; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Company Contract;; or (viv) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Neither Company nor any Seller is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or any of the Sellers' Closing Documents or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller has Parties of each agreement and certificate to be executed or delivered by Seller Parties at the Closing pursuant to Section 2.7(a) (the “Seller Closing Documents”), each of the Seller Closing Documents will constitute the legal, valid and binding obligation of Seller Parties, enforceable against it in accordance with its terms. Seller Parties each have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Seller Closing Documents and to perform its their respective obligations under this Agreement and the Seller's Seller Closing Documents, and such action has been duly authorized by all necessary action by the Seller Members, board of managers of Seller's shareholders , members of Seller Sub and board of directorsmanagers of Seller Sub. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): ), (i) breach any provision of any of the governing documents Governing Documents of Seller Parties or any resolution adopted by the board boards of directors managers of Seller Parties or the shareholders Seller Members or members of Seller; Seller Sub; (ii) breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller Seller, or any of the Assets Assets, may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Parties or that otherwise relates to the Assets or to the business of Seller; Business; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; ; (viv) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or or (viivi) result in any shareholder of the Seller Member having the right to exercise dissenters' ’ appraisal rights. (c) Except as set forth on Schedule 2.7(a), neither Seller nor Seller Sub is not required to obtain any Consent from or give any notice to or obtain any consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of SellerSeller and the Company, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by Seller or the Company of each other agreement to be executed or delivered by Seller or the Company at the Closing (collectively, the “Seller’s Closing Documents”), each of the Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller and/or the Company, enforceable against it/them in accordance with its terms. Seller has and the Company have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents and to perform its their obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's ’s and the Company’s shareholders and board boards of directors. (b) Neither Except as set forth on Schedule 2.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): ): (i) breach Breach (A) any provision of any of the governing documents Governing Documents of Seller or the Company or (B) any resolution adopted by the board of directors or the shareholders of Seller; Seller or the Company; (ii) breach Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller or any of the Assets Company may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or the Company that otherwise relates to the Assets or to the business of Seller; Business; (iv) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax; Tax; (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; Contract identified or required to be identified on Schedule 2.20(a); or; (vi) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of asset owned or used by the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rightsCompany. (c) Except as set forth on Schedule 2.2(c), neither Seller nor the Company is not or will be required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions; provided that, in the case of Contracts, this representation applies only to Contracts identified or required to be identified on Schedule 2.20(a).

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of SellerShareholder, enforceable against it Shareholder in accordance with its terms. Seller Upon the execution and delivery of each other agreement to be executed or delivered by Shareholder, as applicable, at the Closing (collectively, the “Shareholder Closing Documents”), each of Shareholder Closing Documents will constitute the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its respective terms. Shareholder has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Shareholder Closing Documents and to perform its obligations under this Agreement and the Seller's Shareholder Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders TEC’s Shareholder and board Board of directorsDirectors. (b) Neither Except as set forth in Schedule 6.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein hereby will, directly or indirectly (with or without notice or lapse of time): ): (i) breach Breach (A) any provision of any of the governing documents Governing Documents of Seller TEC or (B) any resolution adopted by the board Board of directors Directors or the shareholders Shareholder of Seller; TEC; (ii) breach Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein hereby or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller TEC, or any of the Assets Assets, may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller TEC or that otherwise relates to the Assets or to the business of Seller; Business; (iv) cause Buyer Acquirer to become subject to, or to become liable for the payment of, any tax; Tax; (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any TEC Contract; ; or (vi) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Seller Except as set forth in Schedule 6.2(c), TEC is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinhereby.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of SellerSeller and of Company, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by Seller and Company of this Agreement and each other document to be executed or delivered by Seller at the Closing (collectively, “Seller’s Closing Documents”), Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller and of Company, enforceable against each of them in accordance with its terms. Each of Seller and of Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by of Seller and Company. Each of Seller and Company has all necessary legal capacity to enter into and deliver this Agreement and Seller's shareholders ’s Closing Documents to which it is a party and board of directorsto perform such its obligations hereunder and thereunder. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach (A) any provision of any of the governing documents Governing Documents of Seller or (B) any resolution adopted by the board of directors or the analogous governing body or shareholders of Seller;Company. (ii) breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or Order to which Company or Seller, or any order to which Seller or any Assets of the Assets Company , may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Company or that otherwise relates to the Assets of Company or to the business of SellerCompany; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Company Contract;; or (viv) result Result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder Assets of the Seller having the right to exercise dissenters' appraisal rightsCompany. (c) Seller is not Neither Company nor Sellers are required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or any of the Seller’s Closing Documents or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) 5.2.1 This AgreementAgreement constitutes, and all other agreements related heretowhen executed each Assignment Agreement shall constitute, constitutes the legal, valid and binding obligation of Sellerthe Company Group, enforceable against it each member of the Company Group in accordance with its their terms. Seller Each member of the Company Group has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents each Assignment Agreement and to perform all of its obligations under this Agreement and the Seller's Closing Documentseach Assignment Agreement, and such action has been duly authorized by all necessary action by Seller's shareholders and each member of the Company Group’s board of directors. (b) 5.2.2 Neither the execution and delivery of this Agreement or any Assignment Agreement by any member of the Company Group, as applicable, nor the consummation or performance of any of the transactions contemplated herein hereby or thereby by any member of the Company Group will, directly or indirectly (with or without notice or lapse of time): ): (i) breach Breach (A) any provision of any of the governing documents Governing Documents of Seller such member of the Company Group or (B) any resolution adopted by the board of directors or of such member of the shareholders of Seller; Company Group; (ii) breach Breach or give any governmental body Governmental Entity or other person or entity Person the right to challenge this Agreement or any of the transactions contemplated herein hereby or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller the Company Group, or any of the Assets Assets, including the Environmental Products, may be subject; ; (iii) contravene, conflict with or result in a violation or breach Breach of any of the terms or requirements of, or give any governmental body Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization permit that is held by Seller the Company Group or that otherwise relates to the Assets or to the business of Seller; Business; (iv) cause Buyer Grey K to become subject to, or to become liable for the payment of, any tax; Tax; or (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; (vi) result in the imposition or creation of any encumbrance upon or with respect to any Contract of the Assets; orCompany Group. (vii) result in any shareholder 5.2.3 No member of the Seller having the right to exercise dissenters' appraisal rights. (c) Seller Company Group is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or, when executed, any Assignment Agreement or the consummation or performance of any of the transactions contemplated herein.hereby or thereby including the Transfer of the Environmental Products to Grey K.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid valid, and binding obligation of each Seller, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by Sellers of the transaction documents and each other agreement to be executed or delivered by any or all of Sellers at the Closing (collectively, the “Sellers’ Closing Documents”), each of Sellers’ Closing Documents will constitute the legal, valid, and binding obligation of each Seller, enforceable against each of them in accordance with its terms. Each Seller has the absolute and unrestricted requisite company right, power and authority to execute and deliver this Agreement Agreement, and the Seller's Sellers’ Closing Documents to which it is a party and to perform its obligations under this Agreement and and/or the Seller's Sellers’ Closing DocumentsDocuments to which it is a party, and such action has been duly authorized by all necessary limited liability company action by Seller's shareholders Sellers’ directors and board of directorsshareholders. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach Breach (A) any provision of any of the governing documents Governing Documents of Seller Sellers or (B) any resolution adopted by the board of directors or the shareholders of SellerSellers; (ii) breach Breach or give any governmental body Governmental Body or other person or entity the right Person reasonable grounds to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller Sellers, or any of the Assets Transferred Assets, may be subject; (iii) Except permits and licenses that cannot be assigned by Sellers, contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate terminate, or modify, any Governmental Authorization that is held by Seller Sellers or that otherwise relates to the Transferred Assets or to the business of SellerSellers; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any material Seller Contract;; or (viv) result Result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Transferred Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Seller is not required Sellers have given all notices to, or obtained any Consent necessary to give be obtained from, any notice to or obtain any consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of Sellereach Seller and of the Company, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by each of the Seller and the Company of this Agreement and each other document to be executed or delivered by the Sellers or the Company at the Closing (collectively, the “Sellers’ Closing Documents”), this Agreement and each Sellers’ Closing Documents will constitute the legal, valid and binding obligation of each Seller and of the Company, enforceable against each of them in accordance with their respective terms. Each of the Seller and the Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Sellers’ Closing Documents to which it is a party and to perform its respective obligations under this Agreement and the Seller's each Sellers’ Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders of the Sellers and board the Company. Each of directorsthe Seller and the Company has all necessary legal capacity to enter into and deliver this Agreement and the Sellers’ Closing Documents to which it is a party and to perform its obligations hereunder and thereunder. (b) Neither the execution and delivery of this Agreement or any of the Sellers’ Closing Documents nor the consummation or performance of any of the transactions transaction contemplated herein by this Agreement will, directly or indirectly (with or without notice or lapse of time): ) (i) breach any provision of any of the governing documents of Seller the Company or any resolution or authorization adopted by the board managers or members of directors or the shareholders of Seller; Company; (ii) breach or give any governmental body or other person or entity the right to challenge any of the transactions contemplated herein or to exercise any remedy or obtain any relief under any legal requirement or any order to which Seller the Company or any Seller, or any assets of the Assets Company, may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization governmental authorization that is held by Seller the Company or that otherwise relates to the Assets assets or to the business of Seller; the Company; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach breach any provision of, or give any person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract;; or (viv) result results in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder assets or equity of the Seller having the right to exercise dissenters' appraisal rightsCompany. (c) Neither the Company nor any Seller is not required to give any notice to or obtain any consent from any person or entity in connection with the execution and delivery of this Agreement or any of the Sellers’ Closing Documents or the consummation or performance of any of the transactions contemplated hereinherein other than as set forth on Schedule 5.2 (the "Consents").

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of SellerParascript, enforceable against it Parascript in accordance with its terms. Seller Upon the execution and delivery by Parascript of the Escrow Agreement, and each other agreement to be executed or delivered by Parascript at the Closing (collectively, the “Parascript’s Closing Documents”), each of Parascript’s Closing Documents will constitute the legal, valid and binding obligation of Parascript, enforceable against Parascript in accordance with its terms. Parascript has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Parascript’s Closing Documents and to perform its obligations under this Agreement and the Seller's Parascript’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders Parascript’s Members and board of directorsManager. (b) Neither Except as set forth in Part 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach Breach any provision of any of the governing documents Governing Documents of Seller Parascript or any resolution adopted by the board of directors Manager or the shareholders Members of SellerParascript; (ii) breach Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions, or to exercise any remedy or obtain any relief under under, any legal requirement Legal Requirement or any order Order to which Seller each Parascript, or any of the Assets its assets, may be subject, except where such Breach or challenge would not have a Parascript Material Adverse Effect; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Parascript or that otherwise relates to the Assets assets or to the business of SellerParascript, except where such contravention, conflict, violation, revocation, withdrawal, suspension, cancellation, termination or modification would not have a Parascript Material Adverse Effect; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Material Parascript Contract; (viv) result in the imposition or creation of any encumbrance material Encumbrance upon or with respect to any of the AssetsParascript’s assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Seller Except as set forth in Part 3.2(c), Parascript is not required to give any notice to or obtain any consent from any person or entity Material Parascript Consent in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of SellerSeller and each Shareholder, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by Seller and Shareholders of the Transaction Documents to which they are a party at the Closing, each of such Transaction Documents will constitute the legal, valid and binding obligation of each of Seller and the Shareholders, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Transaction Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Transaction Documents, and such action has been duly authorized by all necessary action by the Shareholders and Seller's shareholders and board of directors. Each Shareholder has all necessary legal capacity to enter into the Transaction Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. (b) Neither Except as set forth in Section 3.2(b) of the Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach Breach (A) any provision of any of the governing documents Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller; (ii) breach Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller or either Shareholder, or any of the Assets Assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any taxTax; (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (vi) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Except as set forth in Section 3.2(c) of the Disclosure Schedule, neither Seller nor any Shareholder is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of SellerSpartan, Jiroch and ▇▇▇▇▇▇, enforceable against it each of them in accordance with its terms. Seller Upon the execution and delivery by Spartan of each other agreement to be executed or delivered by any or all of Spartan, Jiroch and 19 ▇▇▇▇▇▇ at the Closing (collectively, "Spartan's Closing Documents"), each of Spartan's Closing Documents will constitute the legal, valid and binding obligation of each of Spartan, Jiroch and ▇▇▇▇▇▇ enforceable against each of them in accordance with its terms. Spartan has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the SellerSpartan's Closing Documents to which it is a party and to perform its obligations under this Agreement and the SellerSpartan's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directorscorporate action. (b) Neither Except as set forth in Part 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach Breach (A) any provision of any of the governing documents Governing Documents of Seller Spartan or (B) any resolution adopted by the board of directors or the shareholders of SellerSpartan; (ii) breach Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller or any of the Assets may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise Spartan and relates to the Assets or to the business of SellerBusiness; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) materially Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract;Contract of Spartan that would have a material effect on the Business, provided that all Material Consents are obtained at or prior to Closing; or (viv) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights, except for Permitted Encumbrances. (c) Seller Except as set forth in Part 3.2(c), Spartan is not required to give any notice to or obtain any consent Consent from any person or entity in connection with Person as a condition to the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. 3.2.1 This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable in accordance with its terms. Upon the execution and delivery by Seller of each other agreement to be executed or delivered by any or all of Seller at the Closing (a) This Agreementcollectively, and all other agreements related heretothe “Seller’s Closing Documents”), constitutes each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's ’s shareholders and board of directors. (b) 3.2.2 Neither the execution and delivery of this Agreement nor the consummation completion or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach Breach (A) any provision of any of the governing documents Governing Documents of Seller or (B) any resolution adopted by the board of directors or of the shareholders of Seller; (ii) breach Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller or any of the Assets Assets, may be subject; (iii) contraveneContravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; (iv) cause Cause Buyer to become subject to, or to become liable for the payment of, any taxTax; (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (vi) result Result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder Require the approval of the Seller having shareholders or creditors of the right to exercise dissenters' appraisal rights. (c) Seller. The Seller is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation completion or performance of any of the transactions contemplated hereinContemplated Transaction.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of the Escrow Agreement, and all each other agreements related heretoagreement to be executed or delivered by Seller at the Closing (collectively, constitutes the “Seller Closing Documents”), each such Seller Closing Document will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted full right, power and authority to execute and deliver this Agreement and the Seller's each Seller Closing Documents Document to which it is a party and to perform its respective obligations under this Agreement and the Seller's Seller Closing Documents, and such action has been duly authorized by all necessary action by of Seller's shareholders and ’s respective board of directorsdirectors (or equivalent thereof) and, as of the Closing Date, by the stockholders. (b) Neither Assuming that all consents, approvals, authorizations and other actions described in Section 3.2(c) are obtained, neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): ): (i) breach contravene or conflict with the Governing Documents of Seller; (ii) contravene or conflict with or constitute a violation of any provision of any of Legal Requirement or Order binding upon or applicable to Seller, the governing documents of Seller or any resolution adopted by the board of directors Acquired Assets or the shareholders of Seller; Business; (iiiii) breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller or any of the Acquired Assets may be subject; ; (iiiiv) contravene, conflict with or result in a violation or material breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Acquired Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; Business; (v) Breach materially breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any material Contract; ; or (vi) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Acquired Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Except as set forth in Schedule 3.2(c), Seller is not required to give any notice to or obtain any consent Consent from any person Person, whether pursuant to a Governmental Authorization, Legal Requirement or entity material Contract, in connection with the execution and delivery of this Agreement and Seller Closing Documents or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) Buyer has all requisite power and authority to enter into this Agreement and the documents to be delivered by Buyer at the Closing and to perform its obligations hereunder and thereunder, including the Contemplated Transactions. This AgreementAgreement has been duly executed and delivered by Buyer and, assuming the due execution and all other agreements related heretodelivery of this Agreement by Sellers, constitutes the a legal, valid and binding obligation of SellerBuyer, enforceable against it Buyer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect that affect creditors’ rights generally and by legal and equitable limitations on the availability of specific remedies. Seller has the absolute and unrestricted right, power and authority to execute and deliver this This Agreement and the Seller's Closing Documents and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has Contemplated Transactions have been duly authorized by all necessary action by Seller's shareholders Buyer’s managing member. No further limited liability company or member action is necessary on the part of Buyer to execute and board of directorsdeliver this Agreement or to consummate the Contemplated Transactions. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach any provision Conflict with or violate the articles of any organization or operating agreement of the governing documents of Seller or any resolution adopted by the board of directors or the shareholders of SellerBuyer; (ii) breach Conflict with, constitute a breach, violation or termination of any provision of, or give rise to any governmental body right of termination, cancellation or other person acceleration, or entity the loss of any right to challenge any of the transactions contemplated herein or to exercise any remedy benefit or obtain any relief both, under any legal requirement or any order material Contract to which Seller or any of the Assets may be subject;Buyer is a party; or (iii) To Buyer’s Knowledge, contravene, conflict with or result in a violation or breach of any of the terms Governmental Authorization, Legal Requirement or requirements of, or give any governmental body the right Order applicable to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets Buyer or to the business of Seller; (iv) cause which Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach any provision of, or give any person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; (vi) result in the imposition or creation of any encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rightsmay be subject. (c) Seller Buyer is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, Agreement and all other agreements related hereto, constitutes the Contemplated Transactions constitute the legal, valid valid, and binding obligation obligations of Seller, enforceable against it Seller in accordance with its termsthe terms contained herein and therein. Seller has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and the Seller's Closing Documents and to perform its obligations under this Agreement and the Seller's Closing DocumentsAgreement, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. (b) Neither Except as set forth on Schedule 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions by Seller will, directly or indirectly (with or without notice or lapse of time): ): (i) breach contravene, conflict with, or result in a violation of (A) any provision of any of the governing documents Organizational Documents of Seller or either of the Targets, or (B) any resolution adopted by the board of directors or the shareholders of Seller; ; (ii) breach contravene, conflict with, or give result in a violation of any governmental body or other person or entity the right to challenge any of the transactions contemplated herein or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller or any of the Assets may be subject; ; (iii) contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate terminate, or modify, modify any Governmental Authorization that is held by Seller or that otherwise relates give any Governmental Body the right to challenge the Assets or to the business of Seller; Contemplated Transactions; (iv) cause Buyer to become subject tocontravene, conflict with, or to become liable for the payment of, any tax; (v) Breach result in a violation or breach of any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Contract; contract; or (viv) result in cause either of the imposition Targets to become subject to or creation liable for the payment of any encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.Tax (c) Except as set forth in Schedule 3.2(c), Seller is will not be required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions. (d) Seller is and will be, on the Closing Date, the record and beneficial owner and holder of the Shares, free and clear of all Encumbrances. Except as set forth on Schedule 3.2(a), there are no contracts relating to the issuance, sale, or transfer of any Shares, Membership Interest, or other equity securities of either of the Targets.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of SellerBuyer, enforceable against it Buyer in accordance with its terms. Seller Upon the execution and delivery by Buyer of the Buyer Closing Documents, the Buyer Closing Documents will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute all power, authority and unrestricted right, power and authority capacity to execute and deliver this Agreement and the Seller's Buyer Closing Documents and to perform its obligations under this Agreement and the Seller's Buyer Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. (b) . Neither the execution and delivery of this Agreement or any Buyer Closing Document by Buyer nor the consummation or performance of any of the transactions contemplated herein will, directly or indirectly (with or without notice or lapse of time): (ia) breach Breach or otherwise conflict with any provision of the articles of formation, operating agreement, or any of the other governing documents of Seller Buyer, or contravene any resolution adopted by the board of directors Buyer or the shareholders of SellerBuyer’s members or manager; (iib) breach Breach or otherwise conflict with any law, ordinance or regulation or judicial or administrative order to which Buyer may be subject, or give any governmental body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement law, ordinance or regulation or any judicial or administrative order to which Seller or any of the Assets Buyer may be subject; (iiic) contravene, Breach or otherwise conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization authorization, Permit, consent or approval that is held or being applied for by Seller or that otherwise relates to the Assets or to the business on behalf of SellerBuyer; (ivd) cause Buyer Cause Seller (or any Affiliate thereof) to become subject to, or to become liable for the payment of, any tax;, except for State or Federal income taxes or similar taxes imposed on Seller as a result of the Contemplated Transactions; or (ve) Breach or otherwise conflict with any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; (vi) result in the imposition contract or creation of any encumbrance upon agreement to which Buyer is a party or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rightsby which Buyer is bound. (c) Seller is not required to give any notice to or obtain any consent from any person or entity in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated herein.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of Sellereach Company, enforceable against it such Company in accordance with its terms. Seller Upon the execution and delivery of each other agreement to be executed or delivered by a Company at the Closing (each, a “Company Closing Document” and collectively, the “Company Closing Documents”), each such Company Closing Document will constitute the legal, valid and binding obligation of such Company, enforceable against such Company in accordance with its respective terms. Each Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Company Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's such Company Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and such Company’s board of directorsdirectors and shareholders. (b) Neither Except as set forth in Schedule 6.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein hereby will, directly or indirectly (with or without notice or lapse of time): ): (i) breach Breach (A) any provision of any of the governing documents Governing Documents of Seller any Company or (B) any resolution adopted by the board of directors or the shareholders of Seller; any Company; (ii) breach Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein hereby or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller a Company, or any of the Assets Assets, may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller a Company or that otherwise relates to the Assets or to the business of Seller; Business; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; Tax; (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Company Contract; ; or (vi) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Seller Except as set forth in Schedule 6.2(c), no Company is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinhereby.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of SellerBuyer, enforceable against it Buyer in accordance with its terms. Seller Upon the execution and delivery by Buyer of the Escrow Agreement, and each other agreement to be executed or delivered by Buyer at the Closing (collectively, the “Buyer’s Closing Documents”), each of Buyer’s Closing Documents will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Buyer’s Closing Documents and to perform its obligations under this Agreement and the Seller's Buyer’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders Buyer’s Board of Directors and board of directorsstockholders. (b) Neither Except as set forth in Part 5.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach Breach any provision of any of the governing documents Governing Documents of Seller Buyer or any resolution adopted by the board Board of directors Directors or the shareholders stockholders of SellerBuyer; (ii) breach Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions, other than as related to the HSR Act, or to exercise any remedy or obtain any relief under under, any legal requirement Legal Requirement or any order Order to which Seller Buyer, or any of the Assets its assets, may be subject, except where such Breach or challenge would not have a Buyer Material Adverse Effect; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Buyer or that otherwise relates to the Assets its assets or to the business of SellerBuyer, except where such contravention, conflict, violation, revocation, withdrawal, suspension, cancellation, termination or modification would not have a Buyer Material Adverse Effect; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Material Buyer Contract; (viv) result in the imposition or creation of any encumbrance material Encumbrance upon or with respect to any of the Assetsits assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Seller Except as set forth in Part 5.2(c), Buyer is not required to give any notice to or obtain any consent Material Buyer Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This AgreementAgreement constitutes the legal, valid and all other agreements related heretobinding obligation of Seller, constitutes enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement and certificate to be executed and delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors of Seller's shareholders and board of directors. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): ), (i) breach any provision of any of the governing documents Governing Documents of Seller or any resolution adopted by the board of directors or the shareholders of Seller; Seller Stockholders; (ii) breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller Seller, or any of the Assets Assets, may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; Business; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; Seller Contract except as set forth on Part 3.2(b)(iv); (viv) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Except as set forth in Part 3.2(c), Seller is not required to obtain any Consent from or give any notice to or obtain any consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of Sellerthe Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in law or in equity). Seller The Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documentsand, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directorsdirectors of the Company. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein will, directly or indirectly (with or without notice or lapse of time): ): (i) violate or constitute a breach of (A) any provision of any of the governing documents Governing Documents of Seller the Company or (B) any resolution adopted by the board of directors or the shareholders of Seller; the Company; (ii) violate or constitute a breach of or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller or any of the Assets Company may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller the Company or that otherwise relates to the Assets or to the business of Seller; the Company; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; Tax; (v) Breach breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Company Contract; ; (vi) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the AssetsShares; or or (vii) result in any shareholder of the Seller Company having the right to exercise dissenters' ’ appraisal rights. (c) Seller Except as set forth on Section 4.2(c) of the Disclosure Schedule, the Company is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated herein.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it Seller in accordance with its terms. Upon the execution and delivery of each other agreement to be executed or delivered by Seller, as applicable, at the Closing (collectively, the “Seller Closing Documents”), each of Seller Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its respective terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Seller Closing Documents and to perform its obligations under this Agreement and the Seller's Seller Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders EVP’s Members and board of directorsManagers. (b) Neither Except as set forth in Schedule 6.2 (b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein hereby will, directly or indirectly (with or without notice or lapse of time): ): (i) breach Breach (A) any provision of any of the governing documents Governing Documents of Seller EVP or (B) any resolution adopted by the board Members or Managers of directors or the shareholders of Seller; EVP; (ii) breach Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein hereby or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller EVP, or any of the Assets Assets, may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller EVP or that otherwise relates to the Assets or to the business of Seller; Business; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; Tax; (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any EVP Contract; ; or (vi) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Seller Except as set forth in Schedule 6.2 (c), EVP is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinhereby.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of SellerSeller and each Owner, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of this Agreement, and each other agreement to be executed or delivered by Seller or Owner at the Closing (collectively, the “Seller Closing Documents”), each such Seller Closing Document will constitute the legal, valid and binding obligation of Seller and/or Owner, as applicable, enforceable against it in accordance with its terms. Seller and each Owner has the absolute and unrestricted full right, power and authority to execute and deliver this Agreement and the Seller's each Seller Closing Documents Document to which it is a party and to perform its respective obligations under this Agreement and the Seller's Seller Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and ’s respective board of directorsdirectors (or equivalent thereof) and equity holders. (b) Neither Assuming that all consents, approvals, authorizations and other actions described in Section 3.2(c) are obtained, neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): ): (i) breach any provision of any of contravene or conflict with the governing documents Governing Documents of Seller or any resolution adopted by the Seller’s board of directors (or the shareholders of Seller; equivalent thereof) or equity holders; (ii) breach contravene or conflict with or constitute a violation of any provision of any Legal Requirement, judgment, injunction, Order or decree binding upon or applicable to Seller, the Owners, the Acquired Assets or the Business; (iii) give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller Seller, the Owners or any of the Acquired Assets may be subject; ; (iiiiv) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Seller, the Owners or that otherwise relates to the Acquired Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; Business; (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; ; or (vi) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Acquired Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Except as set forth in Schedule 3.2(c), neither Seller nor any Owner is not required to give any notice to or obtain any consent Consent from any person Person, whether pursuant to a Contract, Governmental Authorization or entity Legal Requirement, in connection with the execution and delivery of this Agreement and the Seller Closing Documents or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of SellerMitek, enforceable against it Mitek in accordance with its terms. Seller Upon the execution and delivery by Mitek of the Escrow Agreement, and each other agreement to be executed or delivered by Mitek at the Closing (collectively, the “Mitek’s Closing Documents”), each of Mitek’s Closing Documents will constitute the legal, valid and binding obligation of Mitek, enforceable against Mitek in accordance with its terms. Mitek has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Mitek’s Closing Documents and to perform its obligations under this Agreement and the Seller's Mitek’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders Mitek’s Board of Directors and board of directorsstockholders. (b) Neither Except as set forth in Part 5.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach Breach any provision of any of the governing documents Governing Documents of Seller Mitek or any resolution adopted by the board Board of directors Directors or the shareholders stockholders of SellerMitek; (ii) breach Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions, other than as related to the HSR Act, or to exercise any remedy or obtain any relief under under, any legal requirement Legal Requirement or any order Order to which Seller Mitek, or any of the Assets its assets, may be subject, except where such Breach or challenge would not have a Mitek Material Adverse Effect; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Mitek or that otherwise relates to the Assets its assets or to the business of SellerMitek, except where such contravention, conflict, violation, revocation, withdrawal, suspension, cancellation, termination or modification would not have a Mitek Material Adverse Effect; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Material Mitek Contract; (viv) result in the imposition or creation of any encumbrance material Encumbrance upon or with respect to any of the Assetsits assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Seller Except as set forth in Part 5.2(c), Mitek is not required to give any notice to or obtain any consent Material Mitek Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, Agreement and all other agreements related hereto, the Ancillary Documents constitutes the legal, valid valid, and binding obligation obligations of Sellereach of the Seller Parties, enforceable against it each of them in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditor’s rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Each Seller has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and the Seller's Closing other Ancillary Documents to which it is a party and to perform its obligations under this Agreement hereunder and the Seller's Closing Documentsthereunder, and such action has been duly authorized by all necessary action by Seller's the Company and each Subsidiary, and their respective shareholders and board of directorsdirectors and the Seller Parties. (b) Neither the execution and delivery of this Agreement or the Ancillary Documents to which any of the Seller Parties is a party nor the consummation or performance of any of the transactions Transactions contemplated herein thereby will, directly or indirectly (with or without notice or lapse of time): ), (i) breach contravene, violate, or conflict with any provision of any of the governing documents of Seller the Company or any Subsidiary or any resolution adopted by the their respective board of directors or the shareholders of Seller; directors; (ii) breach or give afford any governmental body or other person or entity Person the right to challenge any of the transactions contemplated herein Transactions or to exercise any remedy or obtain any relief under any legal requirement or any order Legal Requirements to which any of the Seller Parties , or any of the Assets Shares, may be subject; ; (iii) contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any governmental body the right to revoke, withdraw, suspend, cancel, terminate terminate, or modify, any Governmental Authorization governmental authorization that is held by Seller the Company or any Subsidiary or that otherwise relates to the Assets or to the business of Seller; either such entity; (iv) cause Buyer to become subject toexcept as set out in Schedule 2.3(b), or to become liable for the payment of, any tax; (v) Breach breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Material Contract; ; (viv) result in the imposition or creation of any encumbrance Lien (other than Permitted Liens) upon or with respect to any of the Assetsassets of the Company or any Subsidiary; or or (viivi) result in any shareholder of the Seller Person having the right to exercise dissenters' dissenter’s appraisal rightsrights which are not waived at or prior to the Effective Time. (c) None of the Seller Parties is not required to give any notice to or obtain any consent from any person or entity Person in connection with the execution and delivery of this Agreement or the Ancillary Documents to which any of the Seller Parties is a party or the consummation or performance of any of the transactions contemplated hereinTransactions.

Enforceability; Authority; No Conflict. (a) This AgreementAgreement constitutes the legal, valid and all binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of any other agreements related heretoagreement to be executed or delivered by Seller at the Closing (collectively, constitutes the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and ’s board of directorsdirectors and, prior to Closing, will have been authorized by Seller’s shareholders. (b) Neither Except as set forth in Part 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach Breach (A) any provision of any of the governing documents Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller; (ii) breach Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller or any of the Assets may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any taxTax that may be imposed by any Governmental Body in the State of Minnesota; (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;; or (vi) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Except as set forth in Part 3.2(c), and except for the approval of Seller’s shareholders, Seller is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of Seller, Sellers enforceable against it each of them in accordance with its terms. Seller has Upon the execution and delivery by Sellers of the Remediation Contracts, the Lease and Option Agreement, and each other agreement to be executed or delivered by any or all of Sellers at the Closing (collectively, the “Sellers’ Closing Documents”), each of Sellers’ Closing Documents will constitute the legal, valid and binding obligation of each of Sellers and enforceable against each of them in accordance with its terms. Sellers have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Sellers’ Closing Documents to which they are a party and to perform its their obligations under this Agreement and the Seller's Sellers’ Closing Documents, and such action has actions have been duly authorized by all necessary action by Seller's shareholders and Sellers’ board of directors, managers or members, as applicable. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach (A) any provision of any of the governing documents Governing Documents of Seller Sellers or (B) any resolution adopted by the board of directors directors, members or the shareholders managers of SellerSellers; (ii) breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller Sellers or any of the Assets Assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Sellers or that otherwise relates to the Assets or to the business of SellerSellers; (iv) cause Buyer to become subject to, or to become liable for the payment of, any taxTax except for sales and use taxes which remain the responsibility of Buyer; (v) Breach breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Sellers’ Contract; (vi) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller Sellers equityholders having the right to exercise dissenters' ’ appraisal rights. (c) Seller is Except as set forth in Section 3.2(c) of the Disclosure Schedules, Sellers are not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of SellerSeller and of the Company, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by each of Seller and Company of this Agreement and each other document to be executed or delivered by Seller at the Closing (collectively, the ‘Seller’s Closing Documents”), the Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller and of Company, enforceable against each of them in accordance with its terms. Each of Seller and of Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by of Seller and Company. Each of Seller and Company has all necessary legal capacity to enter into and deliver this Agreement and the Seller's shareholders ’s Closing Documents to which it is a party and board of directorsto perform such its obligations hereunder and thereunder. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach (A) any provision of any of the governing documents Governing Documents of Seller Company or (B) any resolution adopted by the board of directors or the shareholders of SellerCompany; (ii) breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or Order to which Company or Seller, or any order to which Seller or any of the Assets Assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Company or that otherwise relates to the Assets or to the business of SellerCompany; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Company Contract;; or (viv) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Neither Company nor Seller is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or any of the Seller’s Closing Documents or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This AgreementAgreement constitutes the legal, valid and all other agreements related heretobinding obligation of Seller, constitutes enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors of Seller's shareholders and board of directors. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): ), (i) breach any provision of any of the governing documents Governing Documents of Seller or any resolution adopted by the board of directors or the shareholders of Seller; Seller Stockholders, (ii) breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller Seller, or any of the Assets Assets, may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; Business; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; ; (viv) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or or (viivi) result in any shareholder of the Seller Stockholder having the right to exercise dissenters' ’ appraisal rights. (c) Except as set forth in Part 3.2(c), Seller is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of Seller, Seller enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement to be executed or delivered by Seller at the Closing (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's ’s shareholders and board of directors. (b) Neither Except as set forth in Schedule 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach Breach (A) any provision of any of the governing documents Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller; (ii) breach Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller Seller, or any of the Assets Assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;; or (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach any provision of, or give any person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; (vi) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Except as set forth in Schedule 3.2(c), Seller is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it Seller in accordance with its terms. Upon the execution and delivery by Seller of each agreement to be executed or delivered by Seller at the Closing (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against Seller. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement Table of Contents and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders ’s members and board of directorsmanagers. (b) Neither Except as set forth on Schedule 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach Breach (A) any provision of any of the governing documents Governing Documents of Seller or (B) any resolution adopted by the board of directors managers or the shareholders members of Seller; (ii) breach Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller or CoveyLink, or any of the Assets Assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any taxTax; (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (vi) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder member of the Seller having the right to exercise dissenters' ’ appraisal rights. (c) Except as set forth on Schedule 3.2(c), neither Seller nor CoveyLink is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This AgreementAgreement and the other documents entered into and delivered in connection with this Agreement (collectively, the “Ancillary Documents”) have been duly executed and all other agreements related hereto, constitutes delivered by be each Seller party thereto and constitute the legal, valid valid, and binding obligation obligations of Sellereach Seller party thereto, enforceable against it each of them in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditor’s rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Each Seller has the absolute and unrestricted requisite right, power power, and authority to execute and deliver this Agreement and the Seller's Closing other Ancillary Documents to which it is a party and to perform its obligations under this Agreement hereunder and the Seller's Closing Documentsthereunder, and such action has been duly authorized by all necessary corporate or limited liability company action by of each Seller's shareholders and board of directors. (b) Neither Except as set forth on Schedule 2.02(b), neither the execution and delivery of this Agreement or the Ancillary Documents to which any Seller is a party nor the consummation or performance of any of the transactions contemplated herein hereby by any Seller will, directly or indirectly (with or without notice or lapse of time): ), (i) breach contravene, violate, or conflict with any provision of any of the governing documents of Seller or any resolution adopted by the board of directors or the shareholders of Seller; ; (ii) breach or give afford any governmental body or other person or entity Person the right to challenge any of the transactions contemplated herein hereby or to exercise any remedy or obtain any relief under any legal requirement or any order Legal Requirements to which any Seller or any of the Assets may be is subject; ; (iii) contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any governmental body the right to revoke, withdraw, suspend, cancel, terminate terminate, or modify, any Governmental Authorization material governmental authorization that is held by Seller or that otherwise relates to part of the Assets or to the business of Seller; Purchased Assets; (iv) cause Buyer subject to become subject toSection 1.10, contravene, conflict with, or to become liable for result in a violation or breach of any of the payment of, any tax; (v) Breach any provision terms or requirements of, or give any person or entity third Person the right to declare a default or exercise any remedy underrevoke, or to accelerate the maturity or performance ofwithdraw, or payment undersuspend, or to cancel, terminate terminate, or modify, or trigger any Contract; penalty, right or change of control or assignment penalty or fee under, any Contract or other asset that is a Purchased Asset; (viv) result in the imposition or creation of any encumbrance Lien (other than Permitted Liens) upon or with respect to any of the Purchased Assets; or or (viivi) contravene, conflict with, or result in a violation or breach of any shareholder of the Seller having the right Legal Requirements to exercise dissenters' appraisal rightswhich Sellers or their Affiliates are subject. (c) Except as set forth on Schedule 2.02(c), no Seller is not required to give any notice to or obtain any consent from any person or entity Governmental Authority in connection with the execution and delivery of this Agreement and the Ancillary Documents or the consummation or performance of any of the transactions contemplated hereinhereby and thereby.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of SellerSeller and each Shareholder, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by Seller and Shareholders of the Escrow Agreement, the Employment Agreement, the Noncompetition Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholders at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of each of Seller and the Shareholders, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. (b) Neither Except as set forth in Part 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach Breach (A) any provision of any of the governing documents Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller; (ii) breach Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller or either Shareholder, or any of the Assets Assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any taxTax; (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (vi) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Except as set forth in Part 3.2(c), neither Seller nor either Shareholder is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of such Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller of the Escrow Agreement, and all each other agreements related heretoagreement to be executed or delivered by Seller at the Closing (collectively, constitutes the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it Seller in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders ’s Members and board of directorsManager. (b) Neither Except as set forth in Part 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach Breach any provision of any of the governing documents Governing Documents of Seller or any resolution adopted by the board of directors Manager or the shareholders Members of Seller; (ii) breach Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions, other than as related to the HSR Act, or to exercise any remedy or obtain any relief under under, any legal requirement Legal Requirement or any order Order to which Seller each Seller, or any of the Assets Assets, may be subject, except where such Breach or challenge would not have a Seller Material Adverse Effect; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller, except where such contravention, conflict, violation, revocation, withdrawal, suspension, cancellation, termination or modification would not have a Seller Material Adverse Effect; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Material Seller Contract; (viv) result in the imposition or creation of any encumbrance material Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Except as set forth in Part 3.2(c), Seller is not required to give any notice to or obtain any consent from any person or entity Material Seller Consent in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of SellerSeller and of Company, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by Seller and Company of this Agreement and each other document to be executed or delivered by Seller at the Closing (collectively, “Seller’s Closing Documents”), Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller and of Company, enforceable against each of them in accordance with its terms. Each of Seller and of Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by of Seller and Company. Each of Seller and Company has all necessary legal capacity to enter into and deliver this Agreement and Seller's shareholders ’s Closing Documents to which it is a party and board of directorsto perform such its obligations hereunder and thereunder. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach (A) any provision of any of the governing documents Governing Documents of Seller or (B) any resolution adopted by the board of directors or the analogous governing body or shareholders of Seller;Company. (ii) breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or Order to which Company or Seller, or any order to which Seller or any Assets of the Assets Company , may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Company or that otherwise relates to the Assets of Company or to the business of SellerCompany; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Company Contract;; or (viv) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder Assets of the Seller having the right to exercise dissenters' appraisal rightsCompany . (c) Seller is not Neither Company nor Sellers are required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or any of the Seller’s Closing Documents or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This AgreementAgreement has been duly executed and delivered by Seller, and all other agreements related hereto(assuming due authorization, execution and delivery by Buyer) constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents and to perform its obligations under this Agreement and the Seller's Closing DocumentsAgreement, and such action has been duly authorized by all necessary requisite corporate action by on the part of Seller's shareholders and board of directors. (b) Neither Except as set forth in Schedule 3.2(b) and except for Liquor License Agency Approval, and subject to the provisions of Section 2.9, (i) neither the execution and delivery of this Agreement by Seller nor the consummation or performance by Seller of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): ): A. Breach (i1) breach any provision of any of the governing documents Governing Documents of Seller Seller, or (2) any resolution adopted by the board of directors or the shareholders sole member of Seller; (ii) breach ; B. Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller SWH, the Business, or any of the Assets Assets, may be subject; (iii) ; C. require the Consent, notice or other action by any Person under, contravene, conflict with or with, result in a violation or breach Breach of any of the terms or requirements of, constitute a default or give an event that would constitute a default under, result in the acceleration of or create in any governmental body Person or Governmental Body the right to accelerate, revoke, withdraw, suspend, cancel, terminate or modify, any Contract or Governmental Authorization that to which SWH is held a party or by Seller which SWH or the Business is bound or that otherwise relates to the Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Business; D. Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Material Contract; (vi) ; or E. result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the AssetsAssets other than Permitted Encumbrances; or and (viiii) result in no Consent, approval, Governmental Authorization, declaration or filing with, or notice to, any shareholder of the Governmental Body is required by or with respect to Seller having the right to exercise dissenters' appraisal rights. (c) Seller is not required to give any notice to or obtain any consent from any person or entity in connection with the execution and delivery of this Agreement or the documents contemplated hereby in the consummation or performance of any of the transactions contemplated hereinhereby and thereby.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it Seller in accordance with its terms. Upon the execution and delivery by Seller each agreement to be executed or delivered by Seller at the Closing (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's ’s shareholders and board of directors. (b) Neither Except as set forth in Schedule 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach Breach (A) any provision of any of document governing the governing documents operations of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller; (ii) breach to Seller’s knowledge, Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement applicable law or any order Order to which Seller or any of the Assets may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Service Contract; (viiv) result in the imposition or creation of Breach any encumbrance upon or with respect material contract to any of the Assetswhich Seller is a party; or (viiv) result Result in the imposition of any shareholder of Encumbrance upon the Seller having the right to exercise dissenters' appraisal rightsAssets. (c) Except as set forth in Schedule 3.2(c), Seller is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it Seller in accordance with its terms. Upon the execution and delivery by Seller of the Consulting Agreement, the Lease Agreement and each other agreement, instrument, certificate or document to be executed or delivered by Seller at the Closing (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders its owners and board of directorsdirectors (or comparable governing body). (b) Neither Except as set forth in Schedule 5.2(b) of the Disclosure Schedule, and except as would not have a material adverse effect on Seller, neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein will, directly or indirectly hereunder will (with or without notice or lapse of time): (i) violate or breach (A) any provision of any the articles of the incorporation or bylaws (or comparable governing documents documents) of Seller or (B) any resolution adopted by the board of directors (or comparable governing body) or the shareholders owners of Seller; (ii) violate or conflict with the provisions of any Legal Requirements or breach or give any governmental body or other person or entity Person the right to challenge any of the transactions contemplated herein hereunder or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller Seller, or any of the Assets Assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;; or (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach any provision of, or give any person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; (vi) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Except as set forth in Schedule 5.2(c) of the Disclosure Schedule, Seller is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinhereunder, the failure of which to obtain would have a material adverse effect on Seller.

Enforceability; Authority; No Conflict. (a) This AgreementSeller has full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and all performance by Seller of this Agreement has been duly and validly approved by the Board of Directors of Seller, and no other agreements related hereto, actions or proceedings on the part of Seller is necessary to authorize this Agreement and the transactions contemplated hereby. Seller has duly and validly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute , except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, or other laws from time to time in effect which affect creditors' rights generally and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents and to perform its obligations under this Agreement and the Seller's Closing Documents, and by general principles of equity (regardless of whether such action has been duly authorized by all necessary action by Seller's shareholders and board of directorsenforceability is considered in a proceeding in equity or at law). (b) Neither the The execution and delivery of this Agreement nor by Seller does not, and the performance by Seller of its obligations hereunder and the consummation or performance of any of the transactions contemplated herein willhereby, directly will not conflict with, result in a violation or indirectly breach of, constitute (with or without notice or lapse of time): time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any lien upon any of the assets or properties of Seller under any of the terms, conditions or provisions of (i) breach any provision the certificate of any incorporation or bylaws of Seller, or (ii) subject to the taking of the governing documents actions described in paragraph (b) of this Section 3.2, (x) any Laws applicable to Seller or any resolution adopted by the board judgment, decree, order, writ, permit, or license of directors any Governmental Entity applicable to Seller or the shareholders of Seller; (ii) breach or give any governmental body or other person or entity the right to challenge any of the transactions contemplated herein its assets or properties, or (y) any contract, agreement, or commitment to exercise any remedy which Seller is a party or obtain any relief under any legal requirement or any order to by which Seller or any of its assets or properties is bound, excluding from the Assets may be subject; foregoing clauses (iiix) contraveneand (y) conflicts, conflict with or result in a violation or breach violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of any of the terms or requirements ofliens, or give any governmental body the right to revokewhich, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach any provision of, or give any person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; (vi) result in the imposition or creation of any encumbrance upon or with respect as to any of the Assets; or (vii) foregoing, would not reasonably be expected to have a Material Adverse Effect on the Optoelectronics Business or would not result in any shareholder the inability of Seller to consummate the Seller having the right to exercise dissenters' appraisal rightstransactions contemplated by this Agreement. (c) Seller is not required to give any No consent, approval, order, or notice to or obtain authorization of, or registration, declaration, or filing with, any consent from any person Governmental Entity or entity other third party is required to be made or obtained by Seller (i) in connection with the execution and delivery of this Agreement or (ii) the consummation or performance of any by Seller of the transactions contemplated hereinhereby, the failure to obtain any of which would reasonably be expected to have a Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated hereby, other than such consents, approvals, orders, notices or authorizations, or registrations, declarations or filings as may be required to effect the provisions of Section 2.2.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of this Agreement, the Assignment and all Assumption Agreement and each other agreements related heretoagreement to be executed or delivered by Seller at the Closing (collectively, constitutes the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. (b) Neither Except as set forth in Schedule 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach Breach (A) any provision of any of the governing documents Governing Documents of Seller Seller, or (B) any resolution adopted by the board of directors or the shareholders of Seller; ; (ii) breach Breach (A) any provision of any of the Governing Documents of the LLCs or the LP or (B) any resolution adopted by the managing members of the LLCs or the general partner of the LP; (iii) Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller Seller, the LLCs, the LP, or any of the Assets Assets, may be subject; ; (iiiiv) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; ; (ivv) cause Buyer to become subject to, or to become liable for the payment of, any taxTax; (v) Breach any provision of, or give any person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; (vi) result in the imposition or creation of any encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Seller is not required to give any notice to or obtain any consent from any person or entity in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated herein.

Enforceability; Authority; No Conflict. (a) This AgreementBuyer has full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and all performance by Buyer of this Agreement has been duly and validly approved by the Board of Directors of Buyer, and no other agreements related hereto, actions or proceedings on the part of Buyer are necessary to authorize this Agreement and the transactions contemplated hereby. Buyer has duly and validly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of SellerBuyer, enforceable against it in accordance with its terms. Seller has the absolute , except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, or other laws from time to time in effect which affect creditors' rights generally and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents and to perform its obligations under this Agreement and the Seller's Closing Documents, and by general principles of equity (regardless of whether such action has been duly authorized by all necessary action by Seller's shareholders and board of directorsenforceability is considered in a proceeding in equity or at law). (b) Neither the The execution and delivery of this Agreement nor by Buyer does not, and the performance by Buyer of its obligations hereunder and the consummation or performance of any of the transactions contemplated herein willhereby, directly will not conflict with, result in a violation or indirectly breach of, constitute (with or without notice or lapse of time): time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any lien upon any of the assets or properties of Buyer under any of the terms, conditions or provisions of (i) breach any provision the articles of any incorporation or bylaws of the governing documents of Seller Buyer, or any resolution adopted by the board of directors or the shareholders of Seller; (ii) breach or give any governmental body or other person or entity subject to the right to challenge any taking of the transactions contemplated herein or actions described in paragraph (b) of this Section 4.2, (x) any Laws applicable to exercise any remedy or obtain any relief under any legal requirement Buyer or any order judgment, decree, order, writ, permit, or license of any Governmental Entity applicable to which Seller Buyer or any of the Assets may be subject; its assets or properties, or (iiiy) contraveneany contract, conflict with agreement, or result in commitment to which Buyer is a violation party or breach of by which Buyer or any of its assets or properties is bound, excluding from the terms or requirements offoregoing clauses (x) and (y) conflicts, or give any governmental body the right to revokeviolations, withdrawbreaches, suspenddefaults, cancelterminations, terminate or modifymodifications, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business accelerations, and creations and impositions of Seller; (iv) cause Buyer to become subject toliens, or to become liable for the payment ofwhich, any tax; (v) Breach any provision of, or give any person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; (vi) result in the imposition or creation of any encumbrance upon or with respect as to any of the Assets; or (vii) foregoing, would not reasonably be expected to have a Material Adverse Effect on its business, or would not result in any shareholder the inability of Buyer to consummate the Seller having the right to exercise dissenters' appraisal rightstransactions contemplated by this Agreement. (c) Seller is not required to give any No consent, approval, order, or notice to or obtain authorization of, or registration, declaration, or filing with, any consent from any person Governmental Entity is required to be made or entity obtained by Buyer in connection with the execution and delivery of this Agreement or the consummation or performance of any by Buyer of the transactions contemplated hereinhereby, the failure to obtain which would reasonably be expected to have a Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated hereby, except for such filings, authorization, orders and approvals as may be required of state and local Governmental Entities.

Enforceability; Authority; No Conflict. (a) This Agreement, Agreement and all any other agreements related hereto, document executed in connection with this Agreement to which any Seller is a party constitutes the legal, valid and binding obligation of such Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by such Seller of each agreement to be executed or delivered by such Seller at the Closing (collectively, the “Sellers Closing Documents”), each such Sellers Closing Document will constitute the legal, valid and binding obligation of such Seller, enforceable against it in accordance with its terms. Such Seller has the absolute and unrestricted full right, power and authority to execute and deliver this Agreement, any other document executed in connection with this Agreement to which any Seller is a party, and the Seller's each Sellers Closing Documents Document to which it is a party and to perform its respective obligations under this Agreement, any other document executed in connection with this Agreement to which any Seller is a party, and the Seller's Sellers Closing Documents, and such action has been duly authorized by all necessary action by such Seller's shareholders and ’s respective board of directorsdirectors (or equivalent thereof) and no other authorizations or actions on the part of any Seller are necessary except for the approval of the equity holders of GES Holdings. (b) Neither Except as set forth in Schedule 3.2(b), assuming that all consents, approvals, authorizations and other actions described in Section 3.2(c) are obtained, neither the execution and delivery of this Agreement and/or any other document executed in connection with this Agreement to which any Seller is a party nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): ): (i) breach any provision contravene or conflict with the Governing Documents of any of the governing documents of such Seller or any resolution adopted by the such Seller’s board of directors (or the shareholders of Seller; equivalent thereof) or equity holders; (ii) breach contravene or conflict with or constitute a violation of any provision of any Legal Requirement, judgment, injunction, Order or decree binding upon or applicable to such Seller, the Acquired Assets or the Business; (iii) give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which such Seller or any of the Acquired Assets may be subject; ; (iiiiv) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by such Seller or that otherwise relates to the Acquired Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; Business; (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; Contract (excluding Company Benefit Plans retained by Sellers); or (vi) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Acquired Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Except as set forth in Schedule 3.2(c), such Seller is not required to give any notice to or obtain any consent Consent from any person Person, whether pursuant to a Contract, Governmental Authorization or entity Legal Requirement, in connection with the execution and delivery of this Agreement, any other document executed in connection with this Agreement to which any Seller is a party, and the Sellers Closing Documents or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid valid, and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of the documents to be executed and delivered by Seller at the Closing (collectively, the "Transaction Documents"), each of the Transaction Documents will constitute the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Seller has the absolute and unrestricted right, corporate power and authority to execute and deliver this Agreement and the Seller's Closing Transaction Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directorsTransaction Documents to which it is a party. (b) Neither Except as set forth in and subject to the provisions of Schedule 2.02(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein hereby will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation or breach of (A) any provision of any of the governing organizational documents of Seller Seller, or (B) any resolution adopted by the board of directors or the shareholders of Seller; (ii) contravene, conflict with, or result in a violation or breach of, or give any governmental body or other person or entity Person the right to challenge any of the transactions contemplated herein hereby or to exercise any remedy or obtain any relief under under, any legal requirement Law or any order Order to which Seller or either Company, or any of the Assets assets of either Company, may be subjectsubject except where such contraventions, conflicts, violations, breaches, and rights (A) would not, or would not reasonably be expected to, in the aggregate have a Material Adverse Effect on the Business, or (B) would occur as a result of the identity or the legal or regulatory status of Purchaser or its Affiliates; (iii) contravene, conflict with with, or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate terminate, or modify, any Governmental Authorization that is held by Seller either Company or that otherwise relates to the Assets assets or to the business of Sellereither Company except where such contraventions, conflicts, violations, breaches, and rights (A) would not, or would not reasonably be expected to, in the aggregate have a Material Adverse Effect on the Business; or (B) would occur as a result of the identity or the legal or regulatory status of Purchaser or its Affiliates; (iv) cause Buyer to become subject tocontravene, conflict with, or to become liable for the payment of, any tax; (v) Breach result in a violation or breach of any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate terminate, or modify, any Contract;Contract included in the Acquired Assets except where such contraventions, conflicts, violations, breaches and rights would not, or would not reasonably be expected to, in the aggregate have a Material Adverse Effect on the Business; or (viv) result in the imposition or creation of any encumbrance Lien upon or with respect to any of the Acquired Assets; or (vii) result in , except for any shareholder imposition or creation of the Seller having the right to exercise dissenters' appraisal rightsany Lien imposed by any action of Purchaser or at Purchaser's direction. (c) Except as set forth in Schedule 2.02(c), neither of the Companies nor Seller is not required to give any notice to or obtain any consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinhereby except where failure to give such notice or obtain such consent would not, or would not reasonably be expected to, in the aggregate have a Material Adverse Effect on the Business.

Enforceability; Authority; No Conflict. (a) This AgreementUpon the execution and delivery by the Sellers, this Agreement and all the other agreements related hereto, constitutes Transaction Documents to which they are a party constitute the legal, valid and binding obligation of Sellereach, as applicable, enforceable against it them in accordance with its terms. Seller has Except for the approval of the Interim Common Stockholder, the Sellers have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing other Transaction Documents to which they are a party and to perform its their respective obligations under this Agreement hereunder and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directorsthereunder. (b) Neither Except as set forth in Schedule 3.2(b), neither the execution and delivery of this Agreement any of the Transaction Documents nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach Breach (A) any provision of any of the governing documents Governing Documents of Seller Interim or (B) any resolution adopted by the board of directors of Interim or (C) the shareholders provisions of Sellerany agreement that the Sellers are party to; (ii) breach Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller Interim, or any of the Assets Interim Assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Interim or that otherwise relates to the Interim Assets or to the business of SellerBusiness; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Interim Contract;; or (viv) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Interim Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Seller is Except as set forth in Schedule 3.2(c), and except for the approval of the Interim Common Stockholder, Interim and the Sellers are not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of Sellereach Seller and of the Company, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by each of Seller and Company of this Agreement and each other document to be executed or delivered by Sellers at the Closing (collectively, the ‘Sellers’ Closing Documents”), the Sellers’ Closing Documents will constitute the legal, valid and binding obligation of each Seller and of Company, enforceable against each of them in accordance with its terms. Each of Sellers and the Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Sellers’ Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Sellers’ Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders of Sellers and board Company. Each of directorsSellers and Company has all necessary legal capacity to enter into and deliver this Agreement and the Sellers’ Closing Documents to which it is a party and to perform such its obligations hereunder and thereunder. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach (A) any provision of any of the governing documents Governing Documents of Seller Company or (B) any resolution adopted by the board of directors or the shareholders of SellerCompany; (ii) breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or Order to which Company or any order to which Seller Seller, or any of the Assets Assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Company or that otherwise relates to the Assets or to the business of SellerCompany; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Company Contract;; or (viv) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Neither Company nor any Seller is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or any of the Sellers’ Closing Documents or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, Agreement and all other agreements related hereto, constitutes the Ancillary Documents constitute the legal, valid and binding obligation obligations of Sellereach of the XPO Companies, enforceable against it the XPO Companies in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditor’s rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Each of the XPO Companies has the necessary corporate or limited liability company power and authority to execute and deliver this Agreement and the Ancillary Documents, to perform its termsobligations hereunder and thereunder, and to consummate the Transaction. Seller Each of the XPO Companies has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing other Ancillary Documents to which it is a party and to perform its respective obligations under this Agreement hereunder and the Seller's Closing Documentsthereunder, and such action has been duly authorized by all necessary corporate or limited liability company action by Seller's shareholders XPO and board of directorsBuyer. (b) Neither the execution and delivery of this Agreement to which either of the XPO Companies is a party nor the consummation or performance of any of the transactions contemplated herein Transaction by the XPO Companies will, directly or indirectly (with or without notice or lapse of time): ), (i) breach contravene, violate or conflict with any provision of any of the governing documents of Seller the XPO Companies or any resolution adopted by the board their respective boards of directors or the shareholders of Seller; managers; (ii) breach contravene or give conflict with or constitute a violation of any governmental body provision of any material Legal Requirement binding upon or other person or entity applicable to the right to challenge any of the transactions contemplated herein or to exercise any remedy or obtain any relief under any legal requirement or any order to which Seller or any of the Assets may be subject; XPO Companies, (iii) contravene, conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or any loss of material benefits to the XPO Companies) under any of the terms terms, conditions or requirements ofprovisions of any material note, bond, mortgage, indenture, lease, license, Contract, agreement or other instrument or obligation to which the XPO Companies is a party or any of its properties or assets may be bound, or give any governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach any provision of, or give any person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; (vi) result in the creation or imposition or creation of any encumbrance upon Lien on the XPO Companies’ properties or with respect to any of the Assets; or assets (vii) result except as contemplated by after-acquired property clauses in any shareholder of the Seller having the right to exercise dissenters' appraisal rightssecurity agreements and other financing documents). (c) Seller is not required to give any notice to or obtain any consent from any person or entity in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated herein.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of SellerSeller and each Shareholder, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by Seller and Shareholders of the Escrow Agreement, the Employment Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholders at the Closing (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of each of Seller and the Shareholders, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's ’s shareholders and board of directors. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller’s Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach Breach (A) any provision of any of the governing documents Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller; (ii) breach Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller or either Shareholder, or any of the Assets Assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (v) cause Buyer to become subject to, or to become liable for the payment of, any Tax; (vi) result in the imposition or creation of any encumbrance Encumbrance (other than Permitted Encumbrances) upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' ’ appraisal rights. (c) Except as set forth in Part 3.2(c), neither Seller nor either Shareholder is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This AgreementAgreement and the other Transaction Documents and the transactions contemplated herein and therein have each been duly approved and authorized by the Board of Directors of Transferors, and all no approval by the shareholders of Transferors is required in order for Transferors to enter into this Agreement or any other agreements related heretoTransaction Documents or to consummate the transactions set forth herein or therein. Upon the execution and delivery by Transferors of this Agreement and each other Transaction Document, constitutes the Transaction Documents will constitute the legal, valid and binding obligation of SellerTransferors, enforceable against it in accordance with its termsterms except to the extent that the enforceability thereof may be limited by the Enforceability Exceptions. Seller Each of the Transferors has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing other Transaction Documents and to perform its their obligations under this Agreement and the Seller's Closing other Transaction Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directorsTransferors. (b) Transferors are not required to obtain any Consent from or give prior notice to its shareholders or any Person in connection with the execution and delivery of this Agreement and the Transaction Documents or the consummation or performance of any of the Contemplated Transactions. (c) Neither the execution and delivery of this Agreement by Transferors nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions by Transferors will, directly or indirectly (with or without notice or lapse of time): ): (i) breach any provision contravene or conflict with the Governing Documents of any of the governing documents of Seller Transferor or any resolution adopted by the Transferors’ board of directors (or the shareholders of Seller; an equivalent thereof) or equity holders; (ii) breach contravene or conflict with or constitute a violation of any provision of any Law, judgment, injunction, order or decree binding upon or applicable to Transferors or the Transferred Assets; (iii) give any governmental body Governmental Authority or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Law or any order to which Seller Transferors or any of the Transferred Assets may be subject; ; (iiiiv) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Transferors or that otherwise relates to the Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; Transferred Assets; (v) Breach breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; ; or (vi) result in the imposition or creation of any encumbrance Lien upon or with respect to any of the Transferred Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Seller is not required to give any notice to or obtain any consent from any person or entity in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated herein.

Enforceability; Authority; No Conflict. (a) This AgreementBuyer has full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and all performance by Buyer of this Agreement has been duly and validly approved by the Board of Directors of Buyer, and no other agreements related hereto, actions or proceedings on the part of Buyer are necessary to authorize this Agreement and the transactions contemplated hereby. Buyer has duly and validly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of SellerBuyer, enforceable against it in accordance with its terms. Seller has the absolute , except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, or other laws from time to time in effect which affect creditors' rights generally and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents and to perform its obligations under this Agreement and the Seller's Closing Documents, and by general principles of equity (regardless of whether such action has been duly authorized by all necessary action by Seller's shareholders and board of directorsenforceability is considered in a proceeding in equity or at law). (b) Neither the The execution and delivery of this Agreement nor by Buyer does not, and the performance by Buyer of its obligations hereunder and the consummation or performance of any of the transactions contemplated herein willhereby, directly will not conflict with, result in a violation or indirectly breach of, constitute (with or without notice or lapse of time): time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any lien upon any of the assets or properties of Buyer under any of the terms, conditions or provisions of (i) breach any provision of any of the governing organizational documents of Seller Buyer, or any resolution adopted by the board of directors or the shareholders of Seller; (ii) breach or give any governmental body or other person or entity subject to the right to challenge any taking of the transactions contemplated herein or actions described in paragraph (b) of this Section 4.2, (x) any Laws applicable to exercise any remedy or obtain any relief under any legal requirement Buyer or any order judgment, decree, order, writ, permit, or license of any Governmental Entity applicable to which Seller Buyer or any of the Assets may be subject; its assets or properties, or (iiiy) contraveneany contract, conflict with agreement, or result in commitment to which Buyer is a violation party or breach of by which Buyer or any of its assets or properties is bound, excluding from the terms or requirements offoregoing clauses (x) and (y) conflicts, or give any governmental body the right to revokeviolations, withdrawbreaches, suspenddefaults, cancelterminations, terminate or modifymodifications, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business accelerations, and creations and impositions of Seller; (iv) cause Buyer to become subject toliens, or to become liable for the payment ofwhich, any tax; (v) Breach any provision of, or give any person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; (vi) result in the imposition or creation of any encumbrance upon or with respect as to any of the Assets; or (vii) foregoing, would not reasonably be expected to have a Material Adverse Effect on its business, or would not result in any shareholder the inability of Buyer to consummate the Seller having the right to exercise dissenters' appraisal rightstransactions contemplated by this Agreement. (c) Seller is not required to give any No consent, approval, order, or notice to or obtain authorization of, or registration, declaration, or filing with, any consent from any person Governmental Entity is required to be made or entity obtained by Buyer in connection with the execution and delivery of this Agreement or the consummation or performance of any by Buyer of the transactions contemplated hereinhereby, the failure to obtain which would reasonably be expected to have a Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated hereby, except for such filings, authorization, orders and approvals as may be required of state and local Governmental Entities.

Enforceability; Authority; No Conflict. (a) This AgreementUpon the execution and delivery by it, this Agreement and all the other agreements related hereto, constitutes Transaction Documents to which it is a party constitute the legal, valid and binding obligation of SellerWizzard, enforceable against it in accordance with its terms. Seller Wizzard has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing other Transaction Documents to which it is a party and to perform its obligations under this Agreement hereunder and the Seller's Closing Documentsthereunder, and such action has been duly authorized by all necessary action by SellerWizzard's shareholders and board of directors. (b) Neither Except as set forth in the Wizzard SEC Reports (as defined below), neither the execution and delivery of this Agreement any of the Transaction Documents nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach Breach (A) any provision of any of the governing documents Governing Documents of Seller Wizzard, or (B) any resolution adopted by the board of directors or the shareholders of SellerWizzard; (ii) breach Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller Wizzard or any of the Assets their assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller Wizzard or that otherwise relates to the Assets its assets or to the business of Seller;its business; or (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Wizzard Contract; (vi) result in the imposition or creation of any encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Seller Except as set forth in the Wizzard SEC Reports (as defined below), Wizzard is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid valid, and binding obligation of Sellerthe State, through DOA, enforceable against it them in accordance with its terms. Seller has Upon the absolute execution and unrestricted rightdelivery by DOA of any document or agreement to be executed in connection with this Agreement, if any, each other agreement will constitute the legal, valid, and binding obligation of the State, enforceable in accordance with its terms. DOA, through its lawfully designated agency or department heads, have the power and authority to execute and deliver this Agreement and the Seller's Closing Documents any such other documents to which either of them is a party and to perform its their obligations under this Agreement such other documents, subject only to oversight by the Legislature and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directorsLegislative Auditor. (b) Neither To DOA’s Knowledge, neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions hereby will, directly or indirectly (with or without notice or lapse of time): (i) breach Breach any provision of any statutory or regulatory authority which defines the powers and duties of the governing documents of Seller or any resolution adopted by the board of directors or the shareholders of SellerDOA; (ii) breach or To DOA’s Knowledge, give any governmental body Governmental Body or other person or entity the right to challenge any of the transactions contemplated herein or to exercise any successful remedy or obtain any relief under any legal requirement or any order Legal Requirement to which Seller the State or any of the Assets DOA may be subject; (iii) contraveneContravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body applicable to the State or DOA, the right to revoke, withdraw, suspend, cancel, terminate or modify, modify any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;DOA; or (iv) cause Buyer Cause UHC or LGHS to become subject to, or to become liable for the payment of, any tax; (v) Breach any provision of, or give any person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; (vi) result in the imposition or creation of any encumbrance upon or with respect to any Liability of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights.State or DOA; (c) Seller is The State, through DOA, warrants that it will not required take any action, fail to give take any notice to action, enter into any agreement, or obtain consummate any consent transaction that would prevent the State or DOA from performing the Contemplated Transactions or performing its obligations under this Agreement or any person or entity agreement delivered in connection with the execution and delivery of this Agreement or otherwise have a Material Adverse Effect on the consummation or performance Hospital without the prior written consent of any an authorized representative of the transactions contemplated hereinUHC.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, constitutes The obligations of the Sellers under this Agreement constitute legal, valid and binding obligation obligations of Sellerthe Sellers, enforceable against each of them in accordance with its terms. Upon the execution and delivery by the Sellers of each other agreement or document to be executed or delivered by any or all of the Sellers at the Closing (collectively, the “Sellers’ Closing Documents”), the Sellers’ obligations under each of the Sellers’ Closing Documents to which any Seller is a party will constitute legal, valid and binding obligations of such Person, enforceable against each of him, her or it in accordance with its terms. Each Seller has the absolute and unrestricted right, legal capacity, power and authority to execute and deliver this Agreement and the Seller's Sellers’ Closing Documents to which he, she or it is a party and to perform his, her or its obligations under this Agreement and the Seller's Sellers’ Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Transactions will, directly or indirectly (with or without notice or lapse of time): ): (i) breach Breach (A) any provision of any of the governing documents Governing Documents of Seller the Company or (B) any resolution or agreement adopted by the board of directors or the shareholders of Seller; the Company; (ii) breach Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Transactions or to exercise any remedy or obtain any relief under any legal requirement Law or any order Order to which Seller the Company or any Seller, or any of the Assets Shares or Assets, may be subject; ; (iii) contraveneContravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization Authorisation that is held by Seller the Company or that otherwise relates to the its Assets or to the business of Seller; the Company; (iv) cause Buyer the Company to become subject to, or to become liable for the payment of, any tax; Tax other than the payment of stamp duty relating to the transfer and registration of the Shares pursuant to this Agreement; (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; Company Contract or any Contract to which a Seller is a party; (vi) result in the imposition or creation of any encumbrance Lien upon or with respect to any of the AssetsAssets or the Shares; or (vii) result in the Company suffering any shareholder claims under Part 30 of the Seller having the right Companies ▇▇▇ ▇▇▇▇; or result in any grant, subsidy or financial assistance from any Governmental Body being required to exercise dissenters' appraisal rightsbe repaid. (c) Neither the Company nor any Seller is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinTransactions. (d) In relation to each of the Sellers: (i) no statutory demand has been served on any of them nor are there any grounds for believing that they are unable to pay any debts within the meaning of Section 268 of the Insolvency ▇▇▇ ▇▇▇▇; (ii) no petition has been presented and no order made for the bankruptcy of any of them or for the appointment of a receiver over any of their assets; (iii) no Lien has been enforced and no distress, execution or other process has been levied, on or over any of the Shares or any assets held by them; and (iv) no proposal has been made in respect of an individual voluntary arrangements, pursuant to the Insolvency ▇▇▇ ▇▇▇▇.

Enforceability; Authority; No Conflict. (a) This AgreementAgreement constitutes the legal, valid and all other agreements related heretobinding obligation of Seller, constitutes enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement and certificate to be executed or delivered by Seller at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by the Seller Stockholders and directors of Seller's shareholders and board of directors. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): ), (i) breach any provision of any of the governing documents Governing Documents of Seller or any resolution adopted by the board of directors or the shareholders of Seller; Seller Stockholders; (ii) breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller Seller, or any of the Assets Assets, may be subject; ; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; Business; (iv) cause Buyer to become subject to, or to become liable for the payment of, any tax; (v) Breach breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract; Seller Contract except as set forth on Part 3.2(b)(iv); (viv) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or or (viivi) result in any shareholder of the Seller Stockholder having the right to exercise dissenters' ’ appraisal rights. (c) Except as set forth in Part 3.2(c), Seller is not required to obtain any Consent from or give any notice to or obtain any consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement, and all other agreements related hereto, Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it each of them in accordance with its terms. Upon the execution and delivery by Seller of the Escrow Agreement, and each other agreement to be executed or delivered by Seller at the Closing (collectively, the "SELLER'S CLOSING DOCUMENTS"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. (b) Neither Except as set forth in Part 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) breach Breach (A) any provision of any of the governing documents Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller; (ii) breach Breach or give any governmental body Governmental Body or other person or entity Person the right to challenge any of the transactions contemplated herein Contemplated Transactions or to exercise any remedy or obtain any relief under any legal requirement Legal Requirement or any order Order to which Seller Seller, or any of the Assets Assets, may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any governmental body Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any taxTax (other than Taxes arising from ownership of the Assets after the Closing); (v) Breach any provision of, or give any person or entity Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;; or (vi) result in the imposition or creation of any encumbrance Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters' appraisal rights. (c) Except as set forth in Part 3.2(c), Seller is not required to give any notice to or obtain any consent Consent from any person or entity Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereinContemplated Transactions.