Common use of Governmental Filings; No Violations; Certain Contracts Clause in Contracts

Governmental Filings; No Violations; Certain Contracts. (a) Except for filings with the SEC under the Exchange Act and such other reports under, and such other compliance with, the Exchange Act as may be required in connection with this Agreement, no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Sponsor with, nor are any required to be made or obtained by the Sponsor with or from any Governmental Authority, in connection with the execution, delivery and performance of this Agreement by the Sponsor and the consummation of the transactions contemplated by this Agreement, except as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Sponsor to perform the Sponsor’s obligations under this Agreement or to consummate the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement by the Sponsor does not, and the consummation of the transactions contemplated by this Agreement by the Sponsor shall not, constitute or result in (i) a breach or violation of, or a default under, the organizational documents of the Sponsor, if applicable, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or the creation of an Encumbrance on any of the assets of the Sponsor pursuant to, any Contract binding upon the Sponsor or, assuming (solely with respect to performance of this Agreement and consummation of the transactions contemplated by this Agreement) compliance with the matters referred to in Section 2.02(a), under any Law to which the Sponsor is subject, or (iii) any change in the rights or obligations of any party (other than the Sponsor) under any Contract binding upon the Sponsor, except, in each case, as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Sponsor to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (a) Except for filings with the SEC under the Exchange Act and such other reports under, and such other compliance with, the Exchange Act as may be required in connection with this Agreement, no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Sponsor Stockholder with, nor are any required to be made or obtained by the Sponsor Stockholder with or from any Governmental Authority, in connection with the execution, delivery and performance of this Agreement by the Sponsor Stockholder and the consummation of the transactions contemplated by this Agreement, except as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Sponsor Stockholder to perform the SponsorStockholder’s obligations under this Agreement or to consummate the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement by the Sponsor Stockholder does not, and the consummation of the transactions contemplated by this Agreement by the Sponsor Stockholder shall not, constitute or result in (i) a breach or violation of, or a default under, the organizational documents of the SponsorStockholder, if applicable, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or the creation of an Encumbrance on any of the assets of the Sponsor Stockholder pursuant to, any Contract binding upon the Sponsor Stockholder or, assuming (solely with respect to performance of this Agreement and consummation of the transactions contemplated by this Agreement) compliance with the matters referred to in Section 2.02(a), under any Law to which the Sponsor Stockholder is subject, subject or (iii) any change in the rights or obligations of any party (other than the Sponsor) under any Contract binding upon the SponsorStockholder, except, in each case, as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Sponsor Stockholder to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (a) Except for filings with Other than the SEC under the Exchange Act and such other reports under, and such other compliance with, the Exchange Act as may be required in connection with this Agreement, no filings, notices, reports, consents, registrations, approvals, permits permits, expirations of waiting periods or authorizations (“Filings”) (i) pursuant to the DGCL, the DLLCA, the HSR Act, the Exchange Act and the Securities Act, (ii) required to be made with the NYSE or the Nasdaq, (iii) pursuant to federal and state securities, takeover and “blue sky” Laws and (iv) included in Section 5.4(a) of such Party’s Disclosure Letter (collectively, the “Approvals”), no Filings are required to be made or obtained by the Sponsor such Party with, nor are any required to be made or obtained by the Sponsor such Party with or from from, any Governmental AuthorityEntity, in connection with the execution, delivery and performance of this Agreement by the Sponsor such Party and the consummation of the transactions contemplated by this Agreement, Transactions except as would not, individually or in the aggregate, reasonably be expected to preventhave a Material Adverse Effect on such Party (provided, delay or impair the ability that clause (D) of the Sponsor to perform the Sponsor’s obligations under definition of Material Adverse Effect shall be disregarded for purposes of this Agreement or to consummate the transactions contemplated by this AgreementSection 5.4(a)). (b) The Subject to obtaining the Requisite Parent Vote and the Requisite Company Vote, as applicable, the execution, delivery and performance of this Agreement by the Sponsor does such Party do not, and the consummation of the transactions contemplated by this Agreement by the Sponsor shall Transactions will not, constitute or result in (i) a breach or violation of, or a default under, the organizational documents Organizational Documents of the Sponsor, if applicablesuch Party or any of its Subsidiaries, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or the creation of an Encumbrance on any of the assets of the Sponsor such Party or any of its Subsidiaries pursuant to, any Contract binding upon the Sponsor such Party or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the transactions contemplated by this AgreementTransactions) compliance with the matters referred to in Section 2.02(a), 5.4(a) under any Law to which the Sponsor such Party or any of its Subsidiaries is subject, subject or (iii) any change in the rights or obligations of any party (other than the Sponsor) under any Contract binding upon the Sponsorsuch Party or any of its Subsidiaries, except, in each casethe case of clause (ii) or (iii) above, as would not, individually or in the aggregate, reasonably be expected to preventhave a Material Adverse Effect on such Party (provided, delay or impair the ability that clauses (C) and (D) of the Sponsor to perform its obligations under definition of Material Adverse Effect shall be disregarded for purposes of this Agreement or consummate the transactions contemplated by this AgreementSection 5.4(b)).

Governmental Filings; No Violations; Certain Contracts. (a) Except for filings with the SEC under the Exchange Act and such other reports under, and such other compliance with, the Exchange Act as may be required in connection with this Agreement, no No filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Sponsor Stockholder with, nor are any required to be made or obtained by the Sponsor Stockholder with or from any Governmental AuthorityEntity, in connection with the execution, delivery and performance of this Agreement by the Sponsor Stockholder and the consummation of the transactions contemplated by this Agreement, except as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Sponsor Stockholder to perform the SponsorStockholder’s obligations under this Agreement or to consummate the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement by the Sponsor Stockholder does not, and the consummation of the transactions contemplated by this Agreement by the Sponsor Stockholder shall not, constitute or result in (i) a breach or violation of, or a default under, the organizational documents Organizational Documents of the SponsorStockholder, if applicable, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or the creation of an Encumbrance on any of the assets of the Sponsor Stockholder pursuant to, any Contract binding upon the Sponsor Stockholder or, assuming (solely with respect to performance of this Agreement and consummation of the transactions contemplated by this Agreement) compliance with the matters referred to in Section 2.02(a), under any Law to which the Sponsor Stockholder is subject, subject or (iii) any change in the rights or obligations of any party (other than the Sponsor) under any Contract binding upon the SponsorStockholder, except, in each case, as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Sponsor Stockholder to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (ai) Except for Other than the filings with the SEC and/or notices pursuant to Section 1.3 and Section 6.4 and 6.5, and under the Exchange HSR Act and such (the “Parent Approvals”), no notices, reports or other reports under, and such other compliance filings are required to be made by the Parent with, the Exchange Act as may be required in connection with this Agreement, no filings, notices, reports, nor are any consents, registrations, approvals, permits or authorizations are required to be made by the Sponsor with, nor are any required to be made or obtained by the Sponsor with or from Parent from, any Governmental AuthorityEntity, in connection with the execution, delivery and performance of this Agreement by the Sponsor Parent and the consummation of the Merger and the other transactions contemplated hereby, or in connection with the continuing operation of the business of the Parent and its Subsidiaries following the Effective Time, except those that the failure to make or obtain are not, individually or in the aggregate, have a Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement, except as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Sponsor to perform the Sponsor’s obligations under this Agreement or to consummate the transactions contemplated by this Agreement. (bii) The execution, delivery and performance of this Agreement by the Sponsor does Parent do not, and the consummation of the Merger and the other transactions contemplated by this Agreement by the Sponsor shall hereby will not, constitute or result in (iA) a breach or violation of, or a default under, the organizational documents certificate of incorporation or bylaws of the Sponsor, if applicableParent, (iiB) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or the creation of an Encumbrance on any of the assets of the Sponsor pursuant to, any Contract binding upon the Sponsor Parent or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other transactions contemplated by this Agreementhereby) compliance with the matters referred to in Section 2.02(a5.2(d)(i), under any Law to which the Sponsor Parent or any of its Subsidiaries is subject, or (iiiC) any change in the rights or obligations of any party (other than the Sponsor) under any material Contract binding upon the Sponsor, Parent or any of its Subsidiaries except, in each casethe case of clause (B) or (C) above, as for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent, materially delay or materially impair the ability consummation of the Sponsor to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement. Section 5.2(d)(ii) of the Parent Disclosure Letter sets forth a correct and complete list of material Contracts pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings; No Violations; Certain Contracts. (a) Except for filings Other than the filing of the Articles of Merger with the SEC Nevada Secretary of State and the expirations of waiting periods and the filings, notices, reports, consents, registrations, approvals, permits and authorizations with, to or from any Governmental Entity under the Exchange Act and such other reports underpursuant to the rules and regulations of OTC Markets Group Inc., as applicable, no expirations of waiting periods are required and such other compliance with, the Exchange Act as may be required in connection with this Agreement, no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Sponsor Company with, nor are any required to be made or obtained by the Sponsor Company with or from from, any Governmental Authority, Entity in connection with the execution, delivery and performance of this Agreement by the Sponsor Company and the consummation of the transactions contemplated by this Agreement, except as would not, individually or in connection with the aggregatecontinuing operation of the business of the Company following the Effective Time, reasonably be expected except where the failure to satisfy such waiting period or to make, give or obtain such filing, notice, report, consent, registration, approval, permit or authorization would not have a Material Adverse Effect or prevent, materially delay or materially impair the ability of the Sponsor to perform the Sponsor’s obligations under this Agreement or Company to consummate the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement by the Sponsor does Company do not, and the consummation of the transactions contemplated by this Agreement by the Sponsor shall will not, constitute or result in (i) a breach or violation of, or a default under, under the organizational documents Organizational Documents of the Sponsor, if applicableCompany, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the loss of any benefit under, the creation or acceleration of any obligations under or the creation of an Encumbrance on any of the rights or assets of the Sponsor Company pursuant to, any Contract binding upon the Sponsor or, assuming (solely with respect to performance of this Agreement and consummation of the transactions contemplated by this Agreement) compliance with the matters referred to in Section 2.02(a), under any Law to which the Sponsor is subject, or (iii) any change in the substantive rights or obligations of any party (other than the Sponsor) under any Contract binding upon the SponsorCompany or (iii) under any Law or Order applicable to the Company, except, in each casethe case of clause (ii) or (iii) of this Section 5.5(b), as would notany such items that, individually or in the aggregate, reasonably have not have, and would not have, a Material Adverse Effect (it being agreed that for purposes of this Section 5.5(b), effects resulting from or arising in connection with the matters set forth in clause (c) of the definition of the term “Material Adverse Effect” shall not be expected to excluded in determining whether a Material Adverse Effect has occurred) or prevent, materially delay or materially impair the ability of the Sponsor Company to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (a) Except for any consents, approvals, filings with the SEC under the Exchange Act and such other reports under, and such other compliance with, the Exchange Act as may be or registrations required in connection with this the transactions contemplated by the Merger Agreement, no filings, notices, reportsreports or other filings are required to be made by Buyer with, nor are any consents, registrations, approvals, permits or authorizations are required to be made by the Sponsor with, nor are any required to be made or obtained by the Sponsor with or from Buyer from, any Governmental Authority, Entity in connection with the execution, delivery and performance of this Agreement by the Sponsor Buyer and the consummation of the transactions contemplated by this AgreementTransactions, except (i) as required under applicable requirements of the Securities Act, the Exchange Act, any applicable foreign securities laws, and state securities, takeover and “blue sky” laws, in connection with this Agreement and the Transactions and (ii) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected likely to prevent, materially delay or materially impair the ability consummation of the Sponsor to perform the Sponsor’s obligations under this Agreement or to consummate the transactions contemplated by this AgreementTransactions. (b) The execution, delivery and performance of this Agreement by the Sponsor does Buyer do not, and the consummation of the transactions contemplated by this Agreement by the Sponsor shall Transactions will not, constitute or result in (i) a breach or violation of, or a default under, the organizational documents Organizational Documents of the Sponsor, if applicable, Buyer or (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or the creation of an Encumbrance a Lien on any of the assets of the Sponsor Buyer pursuant to, to any Contract binding upon the Sponsor Buyer or, assuming (solely with respect to performance of this Agreement and consummation of the transactions contemplated by this AgreementTransactions) compliance with the matters referred to in Section 2.02(a4.3(a), under any Law to which the Sponsor Buyer is subject, or (iii) any change in the rights or obligations of any party (other than the Sponsor) under any Contract binding upon the Sponsor, except, in each casethe case of clause (ii) above, as for any such breach, violation, termination, default, creation or acceleration that would not, individually or in the aggregate, reasonably be expected likely to prevent, materially delay or materially impair the ability consummation of the Sponsor to perform its obligations under this Agreement or consummate the transactions contemplated by this AgreementTransactions.

Governmental Filings; No Violations; Certain Contracts. (a) Except for filings with the SEC under the Exchange Act and such other reports under, and such other compliance with, the Exchange Act as may be required in connection with this Agreement, no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the such Sponsor with, nor are any required to be made or obtained by the such Sponsor with or from any Governmental AuthorityEntity, in connection with the execution, delivery and performance of this Agreement by the such Sponsor and the consummation of the transactions contemplated by this Agreement, except as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the such Sponsor to perform the such Sponsor’s obligations under this Agreement or to consummate the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement by the such Sponsor does not, and the consummation of the transactions contemplated by this Agreement by the such Sponsor shall not, constitute or result in (i) a breach or violation of, or a default under, the organizational documents Organizational Documents of the such Sponsor, if applicable, applicable or (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or the creation of an Encumbrance on any of the assets of the such Sponsor pursuant to, any Contract binding upon the such Sponsor or, assuming (solely with respect to performance of this Agreement and consummation of the transactions contemplated by this Agreement) compliance with the matters referred to in Section 2.02(a), under any Law to which the such Sponsor is subject, or (iii) any change in the rights or obligations of any party (other than the Sponsor) under any Contract binding upon the Sponsor, except, in each case, as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the such Sponsor to perform his, her or its obligations under this Agreement or consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (a) Except for filings with the SEC under the Exchange Act and such other reports under, and such other compliance with, the Exchange Act as may be required in connection with this Agreement, no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Sponsor Stockholder with, nor are any required to be made or obtained by the Sponsor Stockholder with or from any Governmental AuthorityEntity, in connection with the execution, delivery and performance of this Agreement by the Sponsor Stockholder and the consummation of the transactions contemplated by this Agreement, except as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Sponsor Stockholder to perform the SponsorStockholder’s obligations under this Agreement or to consummate the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement by the Sponsor Stockholder does not, and the consummation of the transactions contemplated by this Agreement by the Sponsor Stockholder shall not, constitute or result in (i) a breach or violation of, or a default under, the organizational documents Organizational Documents of the SponsorStockholder, if applicable, or (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or the creation of an Encumbrance on any of the assets of the Sponsor Stockholder pursuant to, any Contract binding upon the Sponsor Stockholder or, assuming (solely with respect to performance of this Agreement and consummation of the transactions contemplated by this Agreement) compliance with the matters referred to in Section 2.02(a), under any Law to which the Sponsor Stockholder is subject, or (iii) any change in the rights or obligations of any party (other than the Sponsor) under any Contract binding upon the Sponsor, except, in each case, as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Sponsor Stockholder to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (ai) Except for No notices, reports or other filings with are required to be made by the SEC under the Exchange Act and such other reports under, and such other compliance Company with, the Exchange Act as may be required in connection with this Agreement, no filings, notices, reports, nor are any consents, registrations, approvals, permits or authorizations are required to be made by the Sponsor with, nor are any required to be made or obtained by the Sponsor with Company from, any domestic or from any foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental AuthorityEntity”), in connection with the execution, delivery and performance of this Agreement by the Sponsor Company and the consummation of the Merger and the other transactions contemplated by this Agreementhereby, or in connection with the continuing operation of the business of the Company following the Effective Time, except as would not, individually or in for the aggregate, reasonably be expected to prevent, delay or impair the ability filing of the Sponsor to perform Articles of Merger with the Sponsor’s obligations under this Agreement or to consummate Secretary of the transactions contemplated by this AgreementCommonwealth of Massachusetts. (bii) The execution, delivery and performance of this Agreement by the Sponsor does Company do not, and the consummation of the Merger and the other transactions contemplated by this Agreement by the Sponsor shall hereby will not, constitute or result in (iA) a breach or violation of, or a default under, the organizational documents articles of organization or by-laws of the Sponsor, if applicable, Company; (iiB) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or the creation of an Encumbrance a Lien on any of the assets of the Sponsor Company pursuant toto any agreement, any Contract lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”) binding upon the Sponsor orCompany; (C) with or without notice, lapse of time or both, a breach or violation of any Law to which the Company is subject such as would have a Material Adverse Effect on the Company, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other transactions contemplated by this Agreementhereby) compliance with the matters referred to in Section 2.02(a4.1(d)(i), under any Law to which the Sponsor is subject, ; or (iiiD) any change in the rights or obligations of any party (other than the Sponsor) under any Contract binding upon the Sponsor, except, in each case, Company such as would nothave a Material Adverse Effect on the Company. Schedule 4.1(d)(ii) sets forth a correct and complete list of Material Contracts (as defined in Section 4.1(q)) pursuant to which consents, individually waivers or in the aggregate, reasonably approvals are or may be expected required prior to prevent, delay or impair the ability consummation of the Sponsor to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement. (iii) The Company is not a party to or bound by any non-competition Contracts or other Contract that purports to limit in any material respect either the type of business in which the Company (or, after giving effect to the Merger, Parent or its subsidiaries) may engage or the manner or locations in which any of them may so engage in any business.

Governmental Filings; No Violations; Certain Contracts. (a) Except for filings with the SEC under the Exchange Act and such other reports under, and such other compliance with, the Exchange Act as may be required in connection with this Agreement, no No filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Sponsor such Shareholder with, nor are any required to be made or obtained by the Sponsor such Shareholder with or from any Governmental AuthorityEntity, in connection with the execution, delivery and performance of his, her or its covenants, agreements or obligations under this Agreement by the Sponsor such Shareholder and the consummation of the Transactions or the transactions contemplated by this Agreement, except as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Sponsor such Shareholder to perform the Sponsor’s its obligations under this Agreement or to consummate the Transactions or the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement by the Sponsor such Shareholder does not, and the consummation of the Transactions or the transactions contemplated by this Agreement by the Sponsor such Shareholder shall not, constitute or result in (i) a breach or violation of, or a default under, the organizational documents Governing Documents of the Sponsorsuch Shareholder, if as applicable, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or the creation of an any Encumbrance on any of the Subject Shares or any other assets of the Sponsor such Shareholder pursuant to, any Contract binding upon the Sponsor or, assuming (solely with respect to performance of this Agreement and consummation of the transactions contemplated by this Agreement) compliance with the matters referred to in Section 2.02(a), such Shareholder or under any Law to which the Sponsor such Shareholder is subject, subject or (iii) any change in the rights or obligations of any party (other than the Sponsor) under any Contract binding upon the Sponsorsuch Shareholder, except, in each casecase of clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Sponsor such Shareholder to perform its obligations under this Agreement or consummate the Transactions or the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (a) Except for Other than the filings with the SEC and/or notices under the Exchange Act and such HSR Act, no notices, reports or other reports under, and such other compliance filings are required to be made by Buyer with, the Exchange Act as may be required in connection with this Agreement, no filings, notices, reports, nor are any consents, registrations, approvals, permits or authorizations are required to be made by the Sponsor with, nor are any required to be made or obtained by the Sponsor with or from Buyer from, any Governmental Authority, Entity in connection with the execution, delivery and performance of Buyer’s obligations under this Agreement by the Sponsor and Buyer or the consummation of the transactions contemplated for Buyer by this Agreement, except as those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected likely to prevent, materially delay or materially impair the ability consummation of the Sponsor to perform the Sponsor’s obligations under this Agreement or to consummate the transactions contemplated for Buyer by this Agreement. (b) The execution, delivery and performance of Buyer’s obligations under this Agreement by the Sponsor does Buyer do not, and the consummation of the transactions contemplated for Buyer by this Agreement by the Sponsor shall will not, constitute or result in (i) a breach or violation of, or a default under, the organizational documents in any material respect of the Sponsor, if applicable, Organizational Documents of Buyer or any resolutions adopted by the board of directors or stockholders (or Persons exercising similar authority) of Buyer or (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or right to challenge transactions with respect to, or the creation of an Encumbrance on a Lien on, any of the assets of the Sponsor Buyer pursuant to, to any material Contract binding upon the Sponsor or, Buyer or (iii) assuming (solely with respect to performance of this Agreement and consummation of the transactions contemplated by Buyer’s obligations under this Agreement) compliance with the matters referred to in Section 2.02(a4.3(a), under any Law to which the Sponsor Buyer is subject, except, in the case of clause (ii) or (iii) above, for any change in the rights such breach, violation, termination, default, creation or obligations of any party (other than the Sponsor) under any Contract binding upon the Sponsor, except, in each case, as acceleration that would not, individually or in the aggregate, reasonably be expected likely to prevent, materially delay or materially impair the ability consummation of the Sponsor to perform its obligations under this Agreement or consummate the transactions contemplated for Buyer by this Agreement, including the payment of any Earn-out Payment amount, when due, in an amount up to the Maximum Earn-out Payment Amount. (c) Buyer is acquiring the Company Equity Interests solely for Buyer’s own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Company Equity Interests are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Company Equity Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Governmental Filings; No Violations; Certain Contracts. (a) Except for filings with the SEC No filing, notice, report or Permit under the Exchange HSR Act and such other reports under, and such other compliance with, the Exchange Act as may be is required in connection with this AgreementBuyers’ acquisition of the Buyer Securities. (b) Other than the Approvals, no filings, expirations of waiting periods under applicable Laws are required and no notices, reports, consents, registrations, approvals, permits reports or authorizations other filings are required to be made by the Sponsor such Buyer with, nor are any Permits required to be made or obtained by the Sponsor with or from such Buyer from, any Governmental Authority, Entity in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements by the Sponsor and such Buyer or the consummation of the transactions contemplated by this AgreementTransactions, except as those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Sponsor to perform the Sponsor’s obligations under this Agreement or to consummate the transactions contemplated by this Agreementnot have a Buyer Material Adverse Effect. (bc) The execution, delivery and performance by such Buyer of this Agreement by and the Sponsor does Ancillary Agreements to which it is a party do not, and the consummation of the transactions contemplated by this Agreement by the Sponsor shall Transactions will not, constitute conflict with, or result in (i) a any breach or violation of, or a default under, the organizational documents of the Sponsor, if applicable, (ii) with or without notice, lapse of time or both) under, a breach or violation of, a termination (or give rise to any right of termination) , loss of or default underrights, the creation adverse modification of provisions, cancellation or acceleration of any obligations under under, or result in the creation of an Encumbrance a Lien on any of the property, rights and assets of such Buyer under any provision of (i) the Sponsor pursuant tocertificate of incorporation, by-laws or comparable governing documents of such Buyer or its Affiliates, (ii) any Contract binding upon the Sponsor or, such Buyer or its Affiliates or (iii) assuming (solely with respect to performance of this Agreement and the Ancillary Agreements and consummation of the transactions contemplated by this AgreementTransactions) compliance with the matters referred to in Section 2.02(a4.03(a), under any Law or Order to which the Sponsor is subject, such Buyer or (iii) any change in the rights its Affiliates are subject or obligations of any party (other than the Sponsor) under any Contract binding upon the Sponsorbound by, except, in each casethe case of clauses (ii) and (iii) above, as for any such breach, violation, default, termination, loss, adverse modification, cancellation, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Sponsor to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreementnot have a Buyer Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (a) Except for filings with the SEC under the Exchange Act and such other reports under, and such other compliance with, the Exchange Act as may be required in connection with this Agreement, no No filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Sponsor Parent or Merger Sub with, nor are any required to be made or obtained by the Sponsor Parent or Merger Sub with or from from, any Governmental Authority, Entity in connection with the execution, delivery and performance of this Agreement by the Sponsor Parent and Merger Sub and the consummation of the transactions contemplated by this Agreement, except as would not, individually not have a Parent Material Adverse Effect or in the aggregate, reasonably be expected to prevent, delay prevent or materially impair the ability of the Sponsor to perform the Sponsor’s obligations under this Agreement Parent or Merger Sub to consummate the transactions contemplated by this Agreement. (b) Parent is a “reporting issuer” in the Province of Ontario, as defined by applicable securities law, and is in good standing on the date hereof and will be in good standing at the Effective Time. (c) The execution, delivery and performance of this Agreement by the Sponsor does Parent and Merger Sub do not, and the consummation of the transactions contemplated by this Agreement by the Sponsor shall will not, constitute or result in (iA) a breach or violation of, or a default under, under the organizational documents Organizational Documents of the Sponsor, if applicableParent or Merger Sub, (iiB) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the loss of any benefit under, the creation or acceleration of any obligations under or the creation of an Encumbrance on any of the rights or assets of the Sponsor Parent or Merger Sub pursuant to, to any Contract binding upon the Sponsor Parent or Merger Sub, or, assuming (solely with respect to performance of this Agreement and consummation of the transactions contemplated by this Agreement) compliance with the matters referred to in Section 2.02(a), 6.5(a) or under any Law or Order applicable to Parent or Merger Sub or by which the Sponsor Parent or Merger Sub is subject, subject or (iiiC) any change in the substantive rights or obligations of any party (other than the Sponsor) under any Contract binding upon the SponsorParent or Merger Sub, except, in each casethe case of clause (B) or (C) above, as would not, individually not have a Parent Material Adverse Effect or in the aggregate, reasonably be expected to prevent, delay prevent or materially impair the ability of the Sponsor Company to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (a) Except for filings with Other than the SEC filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) under the Exchange Act and such other reports underapplicable U.S. federal securities Law or regulation, (ii) required to be made with NASDAQ, and such other compliance with(iii) under the securities legislation of each of the provinces and territories of Canada and the rules, regulations and policies published and/or promulgated thereunder, including the rules and policies of the Toronto Stock Exchange Act as may be required in connection with this Agreement(“Canadian Securities Laws”), no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Sponsor Shareholder with, nor are any required to be made or obtained by the Sponsor Shareholder with or from any Governmental AuthorityAuthority or national securities exchange, in connection with the execution, delivery and performance of this Agreement by the Sponsor Shareholder and the consummation of the transactions contemplated by this Agreement, except as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Sponsor Shareholder to perform the SponsorShareholder’s obligations under this Agreement or to consummate the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement by the Sponsor Shareholder does not, and the consummation of the transactions contemplated by this Agreement by the Sponsor Shareholder shall not, constitute or result in (i) a breach or violation of, or a default under, the organizational documents of the Sponsor, if applicableShareholder, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or the creation of an Encumbrance (as defined below) on any of the assets Subject Shares of the Sponsor Shareholder pursuant to, any Contract contract binding upon the Sponsor Shareholder or, assuming (solely with respect to performance of this Agreement and consummation of the transactions contemplated by this Agreement) compliance with the matters referred to in Section 2.02(a), under any Law to which the Sponsor Shareholder is subject, subject or (iii) any change in the rights or obligations of any party (other than the Sponsor) under any Contract contract binding upon the SponsorShareholder, except, in each casethe case of clause (i), (ii) or (iii) above, as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Sponsor to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement.,