Common use of No Conflicts; Consents Clause in Contracts

No Conflicts; Consents. The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the articles of organization, operating agreement or other organizational documents of the Target Company (“Target Company Charter Documents”); (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and thereby, including the Mergerhereby, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of organizationincorporation, operating agreement by-laws or other organizational documents of the Target Company (“Target Company Charter Documents”)Company; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iiic) except as set forth in Section 3.3 3.03 of the Disclosure Schedules, require the consentconsent or waiver of, notice to or other action by any Person under, give rise to any rights under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective its properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target CompanyCompany (including without limitation any Contract with respect to any outstanding rights of first refusal, rights of first offer, pre-emptive rights, anti-dilution rights ,redemption or repurchase rights or registration rights); or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. No Except as set forth in Section 3.03 of the Disclosure Schedules, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Acthereby.

No Conflicts; Consents. The executionExcept as set forth in Section 3.3 of the Seller Disclosure Schedule, the execution and the delivery and performance by the Target Company Seller of this Agreement and the Ancillary Documents to which it is a partydoes not, and the consummation of the transactions contemplated hereby herein and thereby, including therein and compliance with the Merger, do provisions hereof and thereof will not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of violate the articles of organization, organization or operating agreement or other organizational documents of the Target Company Seller, (“Target Company Charter Documents”); (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict withviolate, result in a violation or material breach of, constitute a material default or an event that, (with or without notice or lapse of time time, or both) under or violation of, would constitute a default underor give to others any right of termination, amendment, acceleration or cancellation of, or result in the acceleration creation of any Encumbrance pursuant to, any note, bond, mortgage, indenture, lease, sublease, contract or create in any party the right other agreement or instrument, permit, concession, franchise, license, sublicense or Law applicable to accelerate, terminate, modify Seller or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject the Assets, (including c) conflict with or violate, on the part of Seller any Material Contract) filing with, or any Permit affecting permit, authorization, consent or approval of, any Governmental Authority, (d) require any notice, consent or waiver under any Assumed Contract or any other agreement or contract of Seller, except for the propertiesrequired consents listed in Section 1.7, assets or business of the Target Company; or (ive) result in the creation or imposition of any Encumbrance upon any of the Assets (other than a Permitted Encumbrances on Encumbrance), (f) conflict with or violate any properties judgment, order, writ, injunction, or assets decree applicable to Seller or any of the Target Company. No consent, approval, Permit, Governmental Order, declaration or filing withAssets, or notice to, (g) conflict with or violate any Governmental Authority is required by material Law applicable to Seller or with respect to the Target Company in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation any of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR ActAssets.

No Conflicts; Consents. The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the MergerTransaction, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the articles of organizationincorporation, operating agreement bylaws or other organizational documents of the Target Company (“Target Company Charter Documents”); (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR ActAct or any applicable Danish or E.U. law.

No Conflicts; Consents. The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the articles of organizationincorporation, operating agreement by-laws or other organizational documents of the Target Company (“Target Company Charter Documents”); (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. No Except for any consent or approval required under, by, or pursuant to Government Contracts as set forth on Section 3.3 of the Disclosure Schedules, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the articles of organizationincorporation, operating agreement by-laws or other organizational documents of the Target Company (“Target Company Charter Documents”); (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The (a) Neither the execution, delivery and or performance by the Target Company Purchaser of this Agreement and the Ancillary Documents or any Transaction Document to which it is Purchaser will be a party, and nor the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (with or without notice or lapse of time or both): (i) conflict with or result in a violation or breach of, or default under, any provision of the articles Organizational Documents of organization, operating agreement Purchaser or other organizational documents any resolutions adopted by the board of the Target Company (“Target Company Charter Documents”); directors of Purchaser; (ii) subject toconflict with or result in a violation of, in or give any Authority or other Person the case right to challenge any of the Mergertransactions contemplated hereby or exercise any remedy or obtain any relief under, obtaining any Law or Order applicable to Purchaser or the Requisite Target Company Voteassets, or operation of the business, of Purchaser; (iii) (A) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, (B) constitute a default or an event that, that (with or without notice or lapse of time or both, ) would constitute a default under, (C) result in the acceleration of or create in any party the right to accelerate, terminate, modify cancel or cancel otherwise modify, or (D) require the consent of, or the giving of notice to, any other Person under, any Contract to which the Target Company Purchaser is a party or by which the Target Company is bound or to which any of their respective the properties and or assets of Purchaser are subject (including any Material Contract) subject, or any Permit affecting the properties, assets or business of the Target CompanyPurchaser; or or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances Lien on any properties or assets of the Target Company. Purchaser. (b) No consent, approval, Permit, Governmental Orderpermit, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company Purchaser in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Documents and or any other Transaction Document or the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of organizationformation, operating agreement or other organizational documents of the Target Company (“Target Company Charter Documents”); (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by the Target Company Sellers of this Agreement and the Ancillary Documents Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, of any provision of the articles certificate of organization, operating agreement incorporation or other bylaws of Sellers or the organizational documents of the Target Company (“Target Company Charter Documents”)Purchased Subsidiary; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Target CompanyPurchased Subsidiary, the Business or the Transferred Assets; (iiic) except as set forth in Section 3.3 of the Disclosure SchedulesSchedule 4.03, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract that constitutes a Transferred Contract or a material Permit to which a Seller or the Target Company Purchased Subsidiary is a party or by which such Seller, the Target Company Purchased Subsidiary or the Business is bound or to which any of their respective properties and assets the Transferred Assets are subject (including any Material Transferred Contract) or any Permit affecting the properties, assets or business of the Target Company); or (ivd) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any properties or assets of the Target CompanyTransferred Assets. No Except as set forth in Schedule 4.03, no material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company any Seller in connection with the execution, execution and delivery and performance of this Agreement and or any of the Ancillary Documents Agreements and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The Except for and subject to consents required by all applicable governmental authorities and except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity, the execution, delivery and performance by the Target Company Seller of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles Organizational Documents of organization, operating agreement any Seller or other organizational documents of the Target Company (“Target Company Charter Documents”)Company; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to any Seller or the Target Company; (iiic) except as set forth in Section 3.3 3.04 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which any Seller or the Target Company is a party or by which any Seller or the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller or the Target Company in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and subject to consents required by all applicable governmental authorities, and such filings as may be required under set forth on Section 3.04 of the HSR ActDisclosure Schedules.

No Conflicts; Consents. The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of organizationincorporation, operating agreement by-laws or other organizational documents of the Target Company (“Target Company Charter Documents”); (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 3.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by the Target Company Seller of this Agreement and the Ancillary other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles Organizational Documents of organization, operating agreement Seller or other organizational documents of the Target Company (“Target Company Charter Documents”)Public Company; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or the Target Public Company; (iii) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Seller or the Target Public Company is a party or by which Seller or the Target Public Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit License affecting the properties, assets or business of the Target Public Company, except for such violations, breaches, defaults, accelerations, terminations, modifications or cancellations that would not, individually or in the aggregate, have a Material Adverse Effect; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted an Encumbrances permitted by the Buyer in writing on any properties or assets of the Target Public Company. No consent, approval, PermitLicense, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller or the Target Public Company in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by the Target Company of this Agreement does not, and the Ancillary Documents to which it is a party, performance by the Company of its covenants and agreements hereunder and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and Merger will not: , (i) subject to obtaining the Company Shareholder Approval, conflict with with, or result in a any violation or breach of any provision of, the Company Articles, the Company Bylaws or default underthe Organizational Documents of any Company Subsidiary, any provision of the articles of organization, operating agreement or other organizational documents of the Target Company (“Target Company Charter Documents”); (ii) subject to, in the case of the Merger, to obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as Consents set forth in Section 3.3 3.05(a)(ii) of the Company Disclosure Schedules, require Letter (the consent, notice or other action by any Person under“Company Required Consents”), conflict with, result in a any violation or breach of, constitute a or default or an event that, (with or without notice or lapse of time time, or both, would constitute a default ) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under any Filed Company Contract or any material Permit applicable to the business of the Company and the Company Subsidiaries or (iii) subject to obtaining the Company Shareholder Approval and the Consents referred to in Section 3.05(b) and making the Filings referred to in Section 3.05(b), conflict with, or result in any violation of any provision of, any Judgment or Law, in each case, applicable to the acceleration of Company or create in any party the right to accelerate, terminate, modify Company Subsidiary or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting assets, except for, in the properties, assets or business case of the Target Company; foregoing clauses (ii) and (iii), any matter that would not have or (iv) result would not reasonably be expected to have, individually or in the creation aggregate, a Company Material Adverse Effect and would not prevent or imposition of any Encumbrance other than Permitted Encumbrances on any properties materially impede, interfere with or assets delay the consummation of the Target Company. Merger. (b) No consent, approvalwaiver or Permit (“Consent”) of or from, Permitor registration, Governmental Orderdeclaration, declaration notice or filing (“Filing”) made to or with, or notice to, any Governmental Authority Entity is required to be obtained or made by the Company or with respect to the Target any Company Subsidiary in connection with the execution, Company’s execution and delivery and performance of this Agreement or its performance of its covenants and the Ancillary Documents and agreements hereunder or the consummation of the transactions contemplated hereby and therebyMerger, except for the following: (1) the filing with the Securities and Exchange Commission (the “SEC”), in preliminary and definitive form, of the Proxy Statement and (2) the filing with the SEC of such reports under, and such other compliance with, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act of 1933, as amended (the “Securities Act”), and rules and regulations of the SEC promulgated thereunder, as may be required in connection with this Agreement or the Merger; (ii) compliance with, Filings under and the expiration of any applicable waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”); (iii) the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware Kansas and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business; (1) Filings with, and the Consent of, the Federal Energy Regulatory Commission (the “FERC”) under Section 203 of the Federal Power Act (the “FPA”); (2) the CFIUS Approval, and Filings with respect thereto, (3) the Filings with, and the Consent of, the State Commissions, (4) pre-approvals of license transfers with the Federal Communications Commission (the “FCC”) and (5) and the other Filings and Consents set forth in Section 3.05(b)(iv) of the Company Disclosure Letter (the Consents and Filings set forth in Section 3.05(b)(ii) and this Section 3.05(b)(iv), collectively, the “Company Required Statutory Approvals”); (v) the Company Required Consents; (vi) Filings and Consents as are required to be made or obtained under state or federal property transfer Laws or Environmental Laws; and (vii) such filings as may other Filings or Consents the failure of which to make or obtain would not have or would not reasonably be required under expected to have, individually or in the HSR Actaggregate, a Company Material Adverse Effect and would not prevent or materially impede, interfere with or delay the consummation of the Merger.

No Conflicts; Consents. The execution, delivery and performance by the Target Company and the Owners of this Agreement and the Ancillary Documents to which it is the Company or an Owner are a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of organizationformation, operating limited liability company agreement or other organizational documents of the Target Company (“Target Company Charter Documents”); (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective the Company’s properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company); or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under to transfer ownership of the HSR ActHelios Site to Merger Sub.

No Conflicts; Consents. (a) The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a party, by Seller Parent and the consummation of the transactions contemplated hereby and thereby, including the Merger, Transactions do not and will not: (i) conflict with or result in a violation or breach of, or default under, violate any provision of Seller Parent’s Organizational Documents or the articles Organizational Documents of organization, operating agreement or other organizational documents any of the Target Company (“Target Company Charter Documents”)other Sellers; (ii) subject to, to making or obtaining the Consents referred to in the case Section 4.3 of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 of the Seller Disclosure Schedules, require the consent, notice or other action by any Person underLetter, conflict with, or result in a violation or the breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the termination, cancellation or acceleration (whether after the giving of notice or create in the lapse of time or both) of any party right or obligation of Sellers under, or to a loss of any benefit of the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or Business to which any of their respective properties and assets are subject (including Seller is entitled under any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (iviii) subject to making or obtaining the Consents referred to in Section 4.13, violate or result in the creation a breach of or imposition constitute a default under any Law or other restriction of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority to which any Seller is required by or subject; except, with respect to clauses (ii) and (iii), for any violations, breaches, conflicts, defaults, terminations, cancellations or accelerations as would not, individually or in the Target Company in connection with the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance of this Agreement the Sublicense Agreements by Seller Parent do not and will not conflict with, or result in the Ancillary Documents and breach of, constitute a default under or result in the consummation termination, cancellation or acceleration (whether after the giving of notice or lapse of time or both) of any right or obligation of Seller Parent or any of its Affiliates under, the provisions of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR ActAZ License Agreements.

No Conflicts; Consents. The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (i) subject to obtaining the Requisite Company Vote, conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of organizationincorporation, operating agreement by-laws or other organizational documents of the Target Company (“Target Company Charter Documents”); (ii) subject to, in the case of the Merger, to obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Applicable Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 of the Disclosure Schedules), require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective the properties and assets of the Company are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company, except in the cases of clauses (ii) (iii) and (iv), where the violation, breach, conflict, default, acceleration or failure to give notice would not have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company in connection with the execution, delivery and performance of this Agreement and the Ancillary Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware such filings and such consents, approvals, Permits, Governmental Orders, declarations, filings as may be required under or notices which, in the HSR Actaggregate, would not have a Material Adverse Effect.

No Conflicts; Consents. The execution, delivery and performance by the Target Company SELLER of this Agreement and the Ancillary Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles Organizational Documents of organization, operating agreement or other organizational documents of the Target Company (“Target Company Charter Documents”)SELLER; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to the Target CompanySELLER ; (iiic) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person underPerson, conflict with, result in a material violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract to which the Target Company SELLER is a party or by which the Target Company SELLER is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit material permit affecting the properties, assets or business of the Target CompanySELLER ; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of SELLER, other than Permitted Encumbrances. Other than any consents, approvals, filings and Governmental Orders required under the Target Company. No Laws of the United States, no consent, approval, Permitpermit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company SELLER in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: not (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of organizationincorporation, operating agreement bylaws or other organizational documents of the Target Company and any of its Subsidiaries (“Target Company Charter Documents”); (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company VoteApproval, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target CompanyCompany or any of its Subsidiaries; (iiic) except as set forth in Section 3.3 3.3(c) of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company or any of its Subsidiaries is a party or by which the Target Company or any of its Subsidiaries is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target CompanyCompany or any of its Subsidiaries; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target CompanyCompany or any of its Subsidiaries. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR ActDelaware.

No Conflicts; Consents. The execution, delivery and performance by the Target Company a Seller of this Agreement Agreement, the Assignment and the Ancillary other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision the Organizational Documents of such Seller, to the articles of organizationextent such Seller is an entity, operating agreement or other organizational documents of the Target Company (“Target Company Charter Documents”)Company; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Target Company; (iiic) except as set forth in Section 3.3 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which any Seller or the Target Company is a party or by which the Target Company any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (ivd) result in the creation or imposition of any Encumbrance Lien other than Permitted Encumbrances Liens on any properties or assets of the Target Company, except in the cases of clauses (c) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Target Company in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Assignment and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR ActAct and as set forth in Section 3.05 of the Disclosure Schedules and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices with respect to which the failure to obtain, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect.

No Conflicts; Consents. (a) The execution, execution and delivery by Parent and performance by the Target Company Merger Sub of this Agreement and the Ancillary Documents to which Statutory Merger Agreement does not, and the performance by it is a party, of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby Merger and thereby, including the Merger, do other Transactions will not and will not: (i) contravene, conflict with with, or result in a any violation or breach of, or default under, of any provision of the articles Memorandum of organization, operating agreement Association or other organizational documents Bye-laws of the Target Company (“Target Company Charter Documents”)Parent or Merger Sub; (ii) subject toassuming compliance with the matters referred to in Section 4.03(b), in the case of the Merger, obtaining the Requisite Target Company Votecontravene, conflict with or result in a violation or breach of any provision of any Law or Governmental Order Law, in each case, applicable to the Target CompanyParent or Merger Sub or their respective properties or assets; (iii) except as set forth assuming compliance with the matters referred to in Section 3.3 of the Disclosure Schedules4.03(b), require the consent, notice any payment to or consent or other action by by, or notice to, any Person under, conflict with, result in a violation or breach of, constitute a breach or default (or constitute an event that, with or without notice or lapse of time or both, would constitute a default breach or default) under, result in or cause or permit the termination, cancellation, acceleration or other change of any right or create in obligation or the loss of any party the right benefit to accelerate, terminate, modify which Parent or cancel Merger Sub is entitled under any provision of any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets of Parent or business of the Target CompanyMerger Sub; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances Lien on any properties or assets asset of the Target Company. Parent or Merger Sub, with only such exceptions, in the case of each of clauses (iii) through (iv), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) No Permit of or from (including any consent, approval, Permitorder or authorization of, Governmental Orderor registration, declaration or filing made to or with, or notice to, ) any Governmental Authority Entity is required to be obtained or made by or with respect to the Target Company Parent or Merger Sub in connection with the execution, execution and delivery and performance of this Agreement and or the Ancillary Documents and Statutory Merger Agreement, its performance of its obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby Merger and therebythe other Transactions, except for other than (i) (A) the filing by Parent and Merger Sub of the Schedule 13E-3, and (B) such other compliance as is required by Parent and Merger Sub with the Exchange Act, the Securities Act, and the rules and regulations thereunder; (ii) executing and delivering the Statutory Merger Agreement; (iii) the filing of the Certificate of Merger Application with the Secretary of State of Registrar pursuant to the State of Delaware Bermuda Companies Act; and (iv) such filings as may other matters that, individually or in the aggregate, have not had and would not reasonably be required under the HSR Actexpected to have a Parent Material Adverse Effect.

No Conflicts; Consents. The (a) Neither the execution, delivery and or performance by the Target Company Parent and/or Merger Sub, as applicable, of this Agreement and the or any Ancillary Documents Agreements to which it is will be a party, and nor the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (with or without notice or lapse of time or both): (i) conflict with or result in a violation or breach of, or default under, any provision of the articles Organizational Documents of organization, operating agreement Parent or other organizational documents Merger Sub or any resolution adopted by the Board of the Target Company (“Target Company Charter Documents”); each of Parent and Merger Sub; (ii) subject to, conflict with or result in a violation of any Law or Order applicable to Parent and Merger Sub or the case assets (tangible or intangible) or operation of the Mergerbusiness, obtaining the Requisite Target Company Vote, of each of Parent and Merger Sub; (iii) (A) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, (B) constitute a default or an event that, that (with or without notice or lapse of time or both, ) would constitute a default under, (C) result in the acceleration of or create in any party the right to accelerate, terminate, cancel or otherwise modify or cancel (D) require the Consent of, or the giving of notice to, any other Person under, any Contract to which the Target Company Parent and/or Merger Sub is a party or by which the Target Company is bound or to which any of their respective the properties and or assets (tangible or intangible) of Parent and/or Merger Sub are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target CompanyParent and/or Merger Sub; or or (iv) result in the creation or imposition of any material Encumbrance (other than Permitted Encumbrances Encumbrances) on any properties or assets of Parent and/or Merger Sub; except in the Target Company. case of clauses (ii) and (iii), for any conflicts, violations, breaches, defaults, accelerations, terminations, amendments, accelerations, cancellations or Encumbrances, or failure to obtain consent that, in each case, would not reasonably be expected to cause a Parent Material Adverse Effect. (b) No consent, approvalConsent, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company Parent and/or Merger Sub in connection with the execution, execution and delivery and performance of this Agreement and the or any Ancillary Documents and Agreements or the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger compliance with the Secretary of State of the State of Delaware and such filings as may be required under the HSR ActAct and Consents required pursuant to any other Antitrust Laws specified in Section 5.2 of the Parent Disclosure Schedules.

No Conflicts; Consents. The execution, delivery and performance by the Target Company Seller of this Agreement and the Ancillary other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of organizationincorporation, operating agreement by-laws or other organizational documents of the Target Company (“Target Company Charter Documents”)Seller; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target CompanyBusiness or the Purchased Assets, except where such conflict or violation would not have a Material Adverse Effect on the Business or the Purchased Assets; (iiic) except as set forth in on Section 3.3 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract or Permit to which the Target Company Seller is a party or by which Seller or the Target Company Business is bound or to which any of their respective properties and assets the Purchased Assets are subject (including any Material Contract) or any Permit affecting the propertiessubject, assets or business of the Target Company; or (ivd) result in the imposition or creation or imposition of any Encumbrance other than Permitted Encumbrances on upon or with respect to any properties or assets of the Target CompanyPurchased Assets. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company Seller in connection with the execution, execution and delivery and performance of this Agreement and or any of the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required other than any disclosure obligations promulgated under the HSR ActSecurities Laws or any listing agreement with or rules promulgated by a national securities exchange.

No Conflicts; Consents. The execution, delivery and performance by the Target Company Seller of this Agreement and the Ancillary other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of organizationincorporation, operating agreement by-laws or other organizational documents of Seller or the Target Company (“Target Company Charter Documents”)Company; (iib) subject to, in to the case Seller’s Knowledge and the Seller has not been notified of the Merger, obtaining the Requisite Target Company Vote, any conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or the Target Company; (iiic) except as set forth in Section 3.3 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Seller or the Target Company is a party or by which Seller or the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller or the Target Company in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The Except as set forth in Section 3.03 of the Disclosure Schedules (which shall include a detailed listing and description of all approvals required from Applicable Insurance Departments and any and all other requirements under Applicable Insurance Codes, including all Insurance Approvals), (a) the execution, delivery and performance by the Target any Company of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (i) subject to, in the case of FSH, obtaining the Requisite Member Vote with respect to the Merger, conflict with or result in a violation or breach of, or default under, any provision of the certificate of formation, articles of organization, articles of incorporation, limited liability company agreement, operating agreement agreement, bylaws or other organizational documents of the Target Company such Company, as applicable (such Company’s “Target Company Charter Organizational Documents”); (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target such Company; (iii) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target such Company is a party or by which the Target such Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target such Company; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target such Company. No , and (b) no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target any Company in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by the Target Company Seller of this Agreement and the Ancillary Documents to which it is a partyAgreements do not, and the consummation of the transactions contemplated hereby and therebythereby will not (a) violate, including conflict with, or result in any breach of any provision of the MergerGoverning Documents of Seller, do not and will not: (ib) violate, conflict with or result in a violation or breach of, or default under, any provision of the articles of organization, operating agreement or other organizational documents of the Target Company (“Target Company Charter Documents”); (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration of, any of the material terms, conditions or create in any party the right to accelerate, terminate, modify or cancel provisions of any Contract or Permit to which Seller or the Target Company is a party or by which Seller, the Target Company is bound Company, or to which any material portion of their respective properties and assets are subject bound, (including c) violate in any Material Contract) material respect any applicable Law or any Permit affecting Order binding upon or applicable to Seller, the propertiesCompany, assets the Interests, or business any portion of the Target Company; Transferred Assets, or (ivd) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on Lien upon the Interests or any properties or assets of the Target CompanyTransferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, Consent of any Governmental Authority Entity or any other Person is required to be obtained by or with respect to the Target Company Seller in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and Agreements to which Seller is a party or the consummation of the transactions contemplated hereby and or thereby, except for the filing of the Certificate of Merger (i) in connection with the Secretary transfer of State of Existing Permits, (ii) the State of Delaware Required Third Party Consents and such filings as may be required under the HSR Act(iii) Post-Closing Consents.

No Conflicts; Consents. The execution, delivery and performance by the Target Company Sellers of this Agreement and the Ancillary Documents to which it any Seller is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles Organizational Documents of organization, operating agreement Mission US or other organizational documents of the Target Company (“Target Company Charter Documents”)MM Inc; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target CompanyMission US, MM Inc, or any Seller; (iiic) except as set forth in on Section 3.3 4.02 of the Disclosure SchedulesSchedule, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company Mission US, MM Inc, or any Seller is a party or by which the Target Company Mission US, MM Inc, or any Seller is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target CompanyMission US, MM Inc or any Seller; or (ivd) result in the creation or imposition of any Encumbrance other than US Permitted Encumbrances on any properties or assets of Mission US, MM Inc, or any Seller. Other than visa related notifications for the Target Company. No Visa employees, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company Mission US, MM Inc, or any Seller in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by the Target Company Seller of this Agreement and the Ancillary other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles Organizational Documents of organizationSeller, operating agreement any Company or other organizational documents of the Target any Company (“Target Company Charter Documents”)Subsidiary; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target CompanySeller, any Company or any Company Subsidiary; (iiic) except other than as set forth in on Section 3.3 3.5 of the Disclosure SchedulesSchedule, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Seller, any Company or any Company Subsidiary is a party or by which the Target Seller, any Company or any Company Subsidiary is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Companyany Company or any Company Subsidiary; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Companyany Company or any Company Subsidiary. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Seller, any Company or any Company Subsidiary in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. (a) The execution, delivery and performance by the Target Company Seller of this Agreement and the Ancillary Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the articles Organizational Documents of organization, operating agreement Seller or other organizational documents of the Target Company (“Target Company Charter Documents”)Company; (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or the Target CompanyCompany or their properties; (iii) except as set forth in Section 3.3 3.03(a) of the Seller Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration or mandatory prepayment of or create in any party the right to accelerate, terminate, prepay, modify or cancel any Contract to which Seller, Guarantor or the Target Company is a party or by which Seller, Guarantor or the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Project Contract) or any Permit affecting the properties, assets or business of the Target Seller, Guarantor or Company; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances Lien on any properties or assets of the Target Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority Entity is required by or with respect to Seller, Guarantor or the Target Company in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Transaction Documents and the consummation of the transactions contemplated hereby and thereby. (b) The Company is not in breach of, or in default under, any of its organizational documents, and no event has occurred that, with the giving of notice or the passage of time, or both, would constitute a default by the Company under any of its organizational documents, and the Company has not given written notice to, or received any written notice that, any member is in breach of, or in default under, any of its obligations under the Company’s organizational documents. The only business activity that has been carried on or is currently carried on by the Company is the ownership, leasing, operation and maintenance of the Projects. (c) Section 3.03(c) of the Seller Disclosure Schedule sets forth all necessary consents, waivers and approvals of parties to any Contracts as are required thereunder in connection with the transactions contemplated by this Agreement, or for any such Contract to remain in full force and effect without limitation, modification or alteration after the Closing so as to preserve all rights of, and benefits to, the Company under such Contracts from and after the Closing. (d) This Agreement, and the Transaction Documents to which the Company is a party, has been duly executed and delivered by the Company and, assuming that this Agreement and such Transaction Documents are a valid and binding obligation of the other parties hereto and thereto, each of this Agreement and such Transaction Documents constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as enforceability may be required under limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the HSR Actavailability of specific performance and other equitable remedies (collectively, the “Enforceability Exceptions”).

No Conflicts; Consents. The execution, delivery and performance by the Target Company each of Seller and ExchangeCo of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles Organizational Documents of organizationSeller, operating agreement ExchangeCo or other organizational documents of the Target any Company (“Target Company Charter Documents”)Group member; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target CompanySeller, ExchangeCo or any Company Group member; (iiic) except as set forth in Section 3.3 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration of or create in any party the right to accelerate, terminate, modify modify, or cancel any Contract to which the Target Seller, ExchangeCo or any Company Group member is a party or by which the Target Seller, ExchangeCo or any Company Group member is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets assets, or business of the Target Companyany Company Group member; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Companyany Company Group member. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Seller, ExchangeCo or any Company Group member in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the articles of organization, operating agreement or other organizational documents organization of the Target Company or Operating Agreement (“Target Company Charter Documents”); (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company VoteMember Approval, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 3.03 of the Company Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio and the Delaware and such filings Certificate of Merger with the Secretary of State of the State of Delaware, as may be required under the HSR Actapplicable.

No Conflicts; Consents. (a) The execution, delivery and performance by the Target Company Seller of this Agreement and the other Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: : (i) conflict with or result in a violation or breach of, or default under, any provision of the articles Organizational Documents of organization, operating agreement Seller or other organizational documents of the Target Company (“Target Company Charter Documents”); Company; (ii) subject toto compliance with Section 3.03(b), in the case of the Merger, obtaining the Requisite Target Company Vote, any material respect conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or the Target Company; ; (iii) except as set forth in Section 3.3 3.03(a) of the Seller Disclosure SchedulesSchedule, require the consent, notice or other action by any Person under, conflict with, result in a material violation or material breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a material default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any material Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their its respective properties and assets are subject (including any Material Contract) or any material Permit affecting the properties, assets or business of the Target Company; or or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. No . (b) Except as set forth in Section 3.03(b) of the Seller Disclosure Schedule, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority or any other Person is required by or with respect to Seller or the Target Company in connection with the execution, execution and delivery and performance of this Agreement and the other Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by the Target Company each Seller of this Agreement Agreement, the Restructuring Documents and the Ancillary other Transaction Documents to which it such Seller is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles Organizational Documents of organizationany Seller, operating agreement the Company or other organizational documents of the Target Company (“Target Company Charter Documents”)either Subsidiary; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to any Seller, the Target CompanyCompany or either Subsidiary; (iiic) except as set forth in Section 3.3 3.05 of the Disclosure Schedules, require the consentconsent of, notice to or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which any Seller, the Target Company or either Subsidiary is a party or by which the Target Company any of them is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target CompanyCompany or either Subsidiary; or (ivd) result in the creation or imposition of any Encumbrance Lien other than Permitted Encumbrances Liens on any properties or assets of the Target CompanyCompany or either Subsidiary. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller, the Target Company or either Subsidiary in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The executionExcept as set forth in Schedule 3.2, the execution and delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a partyother Sale Documents, and the consummation by the Company of the transactions contemplated hereby and thereby, including thereby in accordance with the Mergerterms hereof and thereof, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the articles of organization, operating agreement or other organizational documents of the Target Company (“Target Company Charter Documents”); (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Voteviolate, conflict with or result in a violation or breach default (whether after the giving of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 of the Disclosure Schedulesnotice, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both) under, would constitute give rise to a default underright of termination, cancellation, modification or acceleration of, result in the acceleration triggering of any payments or create result in any party the right to accelerate, terminate, modify or cancel any Contract a loss of benefit to which the Target Company or any of its Subsidiaries is entitled under, any Material Contract or Lease, permit, license, authorization or obligation to which the Company or any of its Subsidiaries is a party or by which the Target Company is bound Company’s or to which any of their respective properties and its Subsidiaries’ properties, rights or assets are subject (including any Material Contract) bound, or any Permit affecting the properties, assets or business of the Target Company; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances Lien on any properties property or assets asset of the Target Company or any of its Subsidiaries; (ii) violate or breach any provision of the Articles or By-laws of the Company or organizational documents of any of the Company’s Subsidiaries; or (iii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under any provision of any Law or any order of, or any restriction imposed by, any Governmental Authority applicable to the Company or any of its Subsidiaries. No consent, approval, Permit, Governmental Orderpermit, declaration or filing with, or notice to, any Governmental Authority or other third party is required by or with respect to the Target Company or any of its Subsidiaries in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebyhereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Actset forth in Schedule 3.2.

No Conflicts; Consents. The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a party, party and the consummation of the transactions contemplated hereby and thereby, including the MergerMergers, do not and will not: (i) conflict with violate or result in a violation or breach ofbreach, or cause a default under, any provision of the articles of organization, operating agreement incorporation or bylaws of the Company or other organizational documents of the Target Company Subsidiaries (“Target Company Charter Documents”); (ii) subject to, in the case of the MergerMergers, obtaining the Requisite Target Company Vote, conflict with or result in a violation violate or breach of any provision of any Law material Law, rules of applicable securities exchanges or Governmental Order applicable to the Target CompanyCompany or ASL (assuming receipt of the ASL Approval); (iii) except as set forth in Section 3.3 3.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including termination, acceleration, modification or cancellation of any Material Contract) or any material Permit affecting the properties, assets or business of the Target Company’s business; or (iv) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. No Except as set forth in Schedule 2 and specified in this Agreement, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority Entity or securities exchanges is required by or with respect to the Target Company or ASL in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution(a) Except as set forth on Schedule 4.5, the execution and delivery and performance by the Target Company of this Agreement and by the Ancillary Documents to which it is a partyCompany do not, and the consummation of the Mergers or any of the other transactions contemplated hereby and thereby, including by this Agreement or any of the Merger, do not and Transaction Documents by the Company will not: , assuming the receipt of the Requisite Stockholder Approval, directly or indirectly (i) conflict with or result in a violation or breach of, or default under, any provision of the articles of organization, operating agreement or other organizational documents of the Target Company (“Target Company Charter Documents”); (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Voteviolate, conflict with or result in a violation or breach of any provision of the provisions of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 of the Disclosure SchedulesOrganizational Documents of the Company or any of its Subsidiaries, require the consent, notice or other action by any Person under(ii) materially violate, conflict with, with or result in a material violation or breach of, constitute result in a default or an event that, with or without notice or lapse of time or both, would constitute a material default under, result in or require the acceleration consent or approval (“Consents”) of or create in any party the right to accelerateto, terminate, modify or cancel any Contract to which the Target Company or any of its Subsidiaries is a party party, (iii) materially violate, conflict with or by which the Target Company is bound or to which result in a material violation of any of their respective properties and assets are subject (including the terms or requirements of any Material Contract) material Order or Law applicable to the Company, its Subsidiaries or any Permit affecting the properties, assets or business of the Target Company; properties or assets owned, used or controlled by the Company or any of its Subsidiaries, or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on Liens upon any properties or assets of the Target Company. assets owned or used by the Company or any of its Subsidiaries. (b) No consentAuthorization or Order of, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, to any Governmental Authority Entity is required by the Company or with respect to the Target Company any of its Subsidiaries in connection with the execution, execution and delivery and performance of this Agreement and or any of the Ancillary Transaction Documents and or the consummation of the Mergers or any of the other transactions contemplated hereby and therebyby this Agreement or any of the Transaction Documents, except for such Authorizations, Orders, declarations, filings and notices as may be required under the HSR Act and the Other Antitrust Laws and the filing of the Certificate of Merger for the Merger and a certificate of merger for the Second Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR ActDelaware.

No Conflicts; Consents. (a) The execution, delivery and performance by the Target Company Seller of this Agreement and the each Seller Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do Agreement does not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles of organizationincorporation, operating agreement by-laws or other organizational documents of the Target Company (“Target Company Charter Documents”)Seller; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law foreign, federal, state, local or other Laws or Governmental Order applicable to the Target CompanySeller; (iiic) except as set forth in Section 3.3 of the Disclosure Scheduleson Schedule 3.3, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract or Permit to which the Target Company Seller is a party or by which the Target Company Seller is bound or to which the Business or any of their respective properties and assets the Purchased Assets are subject (including any Material Assigned Contract) or any Permit affecting the properties, assets or business of the Target Company); or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target CompanyPurchased Assets. No consent, waiver, approval, authorization, Permit, Governmental Order, declaration or declaration, filing with, with or notice to, any Governmental Authority is required to be obtained by or with respect to the Target Company Seller in connection with the execution, delivery and performance of this Agreement and the each Seller Ancillary Documents Agreement and the consummation of the transactions contemplated hereby and thereby. (b) The execution, delivery and performance by Seller Principal of this Agreement and each Seller Ancillary Agreement to which Seller Principal is a party does not and will not: (i) conflict with or result in a violation or breach of any foreign, federal, state, local or other Laws or Governmental Order applicable to Seller Principal; (ii) except for as set forth on Schedule 3.3, require the filing consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract or Permit to which Seller Principal is a party or by which Seller Principal is bound or to which any of Seller Principal’s properties or assets are subject; or (iii) result in the creation or imposition of any Encumbrance on any of the Certificate of Merger Purchased Assets. No consent, waiver, approval, authorization, Permit, Governmental Oder, declaration, filing with or notice to, any Governmental Authority is required to be obtained by or with respect to Seller Principal in connection with the Secretary execution, delivery and performance of State this Agreement and each Seller Ancillary Agreement to which Seller Principal is party and the consummation of the State of Delaware transactions contemplated hereby and such filings as may be required under the HSR Actthereby.

No Conflicts; Consents. The execution(a) Except for any notices, filings, consents or approvals set forth in Schedule 4.5, the execution and delivery and performance by the Target Company of this Agreement and by the Ancillary Documents to which it is a partyCompany do not, and the consummation of the Merger or any of the other transactions contemplated hereby and thereby, including by this Agreement or any of the Merger, do Transaction Documents by the Company will not and will not: directly or indirectly (i) violate, conflict with or result in a violation of any of the provisions of any of the Organizational Documents of the Company or any of its Subsidiaries, (ii) violate, conflict with or result in a violation or breach of, or result in a default under, or require the consent or approval of any provision of the articles of organization, operating agreement or other organizational documents of the Target Company (“Target Company Charter Documents”); (ii) subject party to, in any Contract to which the case Company or any of the Mergerits Subsidiaries is a party, obtaining the Requisite Target Company Vote(iii) violate, conflict with or result in a violation or breach of any provision of the terms or requirements of any Order or Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 , its Subsidiaries or any of the Disclosure Schedulesproperties or assets owned, require used or controlled by the consent, notice Company or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the propertiesits Subsidiaries, assets or business of the Target Company; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on Liens upon any properties or assets of the Target Company. assets owned or used by the Company or any of its Subsidiaries. (b) No consentAuthorization or Order of, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, to any Governmental Authority Entity is required by the Company or with respect to the Target Company any of its Subsidiaries in connection with the execution, execution and delivery and performance of this Agreement and or any of the Ancillary Transaction Documents and or the consummation of the Merger or any of the other transactions contemplated hereby and therebyby this Agreement or any of the Transaction Documents, except for the filing of the Certificate of Merger for the Merger with the Secretary of State of the State of Delaware and such filings as may be required under in relation to the HSR ActDGCL.

No Conflicts; Consents. The execution, delivery and performance by the Target Company Sellers of this Agreement and the Ancillary Documents Agreements to which it is they are a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of organizationincorporation, operating agreement by-laws or other organizational documents of the Target Company (“Target Company Charter Documents”)any Acquired Company; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target any Acquired Company; (iiic) except as set forth in Section 3.3 4.04 of the Disclosure SchedulesSchedule, require the consentconsent of, notice to or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target any Acquired Company is a party or by which the Target any Acquired Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target any Acquired Company; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any Equity Interests or any Encumbrance on any properties or assets of the Target any Acquired Company. No Except as set forth in Section 4.04 of the Disclosure Schedule, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target any Seller or any Acquired Company in connection with the execution, execution and delivery and performance of this Agreement and or any of the Ancillary Documents and Agreements or the consummation of the transactions contemplated hereby and or thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The Except as described on Section 2.03 of the Disclosure Schedules, the execution, delivery and performance by the Target Company Seller of this Agreement and the Ancillary other Transaction Documents to which it Seller is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles of organization, operating agreement agreement, or other organizational documents of the Target any Company (“Target Company Charter Documents”)or, if Seller is not an individual, of Seller; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Sellers or any Company; (iiic) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract to which the Target Sellers or any Company is a party or by which the Target Sellers or any Company is bound or to which any of their respective properties and assets are subject (including any Material Contractcontract) or any material Permit affecting the properties, assets or business of the Target any Company; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target any Company. No Except as set forth in Section 2.03 of the Disclosure Schedules, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Sellers or any Company in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by the Target Company Seller of this Agreement and the Ancillary Documents to which it is or will be a party, and the consummation of the transactions (including the Pre-Closing Restructuring) contemplated hereby and thereby, including the Merger, do not and will not: not (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles Organizational Documents of organizationSeller or the Company, operating agreement or other organizational documents of the Target Company (“Target Company Charter Documents”); (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or the Target Company; , (iiic) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person (other than those consents, notices or other actions which have been obtained or performed, and are in full force and effect, as of the Execution Date) under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Seller or the Target Company is a party or by which Seller or the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; , or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller or the Target Company in connection with the execution, delivery execution and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.delivery

No Conflicts; Consents. The execution, delivery and performance by the Target Company Seller of this Agreement and the Ancillary other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of organizationincorporation, operating agreement by-laws or other organizational documents of Seller or any of the Target Company (“Target Company Charter Documents”)Companies; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or any of the Target CompanyCompanies; (iiic) excluding Environmental Permits which are addressed in Section 3.19(b) and except as set forth in Section 3.3 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) Contract or any Permit affecting the properties, assets or business of any of the Target Company; Companies, except, in the cases of clauses (b) and (c), where any such violation, breach, conflict, default, acceleration or (iv) failure to give notice would not result in the creation Target Companies incurring or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Companysuffering a Material Loss. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller or any of the Target Company Companies in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and (i) such filings as may be required under the HSR ActAct and as set forth in Section 3.05 of the Disclosure Schedules and (ii) any consent, approval, Permit, Governmental Order, declaration, filing or notice that, by failing to satisfy the requirement associated therewith, would not result in the Target Companies incurring or suffering a Material Loss.

No Conflicts; Consents. The execution, delivery and performance by the Target Company each Vendor of this Agreement and the Ancillary Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and thereby, including the Mergerhereby, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of organizationincorporation, operating agreement by-laws or other organizational documents of the Target Company (“Target Company Charter Documents”)Target; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any material Law or Governmental Order applicable to the Vendors or the Target Companywhich would result in a Material Adverse Effect; (iiic) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract to which the Vendors or the Target Company is a party or by which the Vendors or the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target CompanyTarget, which would result in a Material Adverse Effect; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target CompanyTarget. No prior consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Vendors or the Target Company in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing hereby. The issuance of the Certificate of Merger with Compensation Shares to the Secretary of State Vendors and the transfer and sale of the State of Delaware and such filings as may Target Interests to the Purchaser will be required completed pursuant to available exemptions in the United States under the HSR U.S. Securities Act.

No Conflicts; Consents. (a) The execution, delivery and performance by Seller or the Target Company of this Agreement and the Ancillary Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and thereby, including the Mergerhereby, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, of any provision of the articles of organizationorganization of Seller or Seller’s Operating Agreement or (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or the Membership Interests. No consent, operating agreement approval, Permit, Governmental Order, declaration or other organizational documents filing with, or notice to, any Governmental Authority is required by or with respect to Seller, the Company or GRA in connection with the execution and delivery of this Agreement and the consummation of the Target transactions contemplated hereby, except as set forth in Section 3.05(a) of the Disclosure Schedules. (b) The execution, delivery and performance by Seller or the Company of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (“Target a) result in a violation or breach of any provision of the articles of organization of the Company Charter Documents”)or the Company Operating Agreement; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company, including, any Video Gaming Laws, or IGB regulation, rule or policy; (iiic) except as set forth in Section 3.3 3.05(b) of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, (either with or without notice or lapse of time time) under or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) Contract or any Permit affecting the properties, assets or business of the Target Company; Company Closing Use Agreement or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on upon any properties or assets of the Target material assets or businesses of the Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebyhereby, except for the filing as set forth in Section 3.05(b) of the Certificate Disclosure Schedules. (c) The execution, delivery and performance by Seller or the Company of Merger this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (a) result in a violation or breach of any provision of the articles of organization of GRA or the GRA Operating Agreement; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to GRA, including and Video Gaming Laws or IGB regulation, rule or policy; or (c) except as set forth in Section 3.05(c) of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default (either with or without notice or lapse of time) under or result in the acceleration of any Material Contract or Amusement Agreement, or (d) result in the creation or imposition of any Encumbrance upon any of the material assets or businesses of GRA. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to GRA in connection with the Secretary execution and delivery of State this Agreement and the consummation of the State transactions contemplated hereby, except as set forth in Section 3.05(c) of Delaware and such filings as may be required under the HSR ActDisclosure Schedules.

No Conflicts; Consents. The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of organizationincorporation, operating agreement by-laws or other organizational documents of the Target Company (“Target Company Charter Documents”); (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iiic) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by consent of any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company, except where the conflict, breach, default, acceleration, termination, modification, cancellation, failure to obtain consent or Encumbrance would not, individually or in the aggregate, have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and Delaware, such filings as may be required under the HSR Act, and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, if not made would not have a Material Adverse Effect.

No Conflicts; Consents. The Except as set forth on Schedule 3.06 hereof, the execution, delivery and performance by the Target Sellers and the Company of this Agreement and the Ancillary other Transaction Documents to which it is they are a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of organizationincorporation, operating agreement by-laws or other organizational documents of the Target Company (“Target Company Charter Documents”)or Cana Pharmaceuticals; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Target CompanyCompany or Cana Pharmaceuticals; (iiic) except as set forth in Section 3.3 of the Disclosure Schedules, does not require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Sellers or the Target Company is or Cana Pharmaceuticals are a party or by which Sellers or the Target Company is or Cana Pharmaceuticals are bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target CompanyCompany or Cana Pharmaceuticals. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Target Company or Cana Pharmaceuticals in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with respect to any Buyer’s filings with the Secretary of State of the State of Delaware Securities and such filings as may be required under the HSR ActExchange Commission (“SEC”).

No Conflicts; Consents. The Except as described on Section 3.05 of the Disclosure Schedules, the execution, delivery and performance by the Target Company Sellers of this Agreement and the Ancillary other Transaction Documents to which it each Seller is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles of organization, operating agreement agreement, or other organizational documents of Sellers, the Target Company (“Target Company Charter Documents”)Company, or any Subsidiary; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers, the Target Company, or any Subsidiary; (iiic) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract to which Sellers, the Target Company Company, or any Subsidiary is a party or by which Sellers, the Target Company Company, or any Subsidiary is bound or to which any of their respective properties and assets are subject (including any Material Contractcontract) or any material Permit affecting the properties, assets or business of the Target CompanyCompany or any Subsidiary; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target CompanyCompany or any Subsidiary. No Except as set forth in Section 3.05 of the Disclosure Schedules, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers, the Target Company Company, or any Subsidiary in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the MergerTransactions, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles of organization, operating agreement or other organizational documents of the Target Company (“Target Company Charter Documents”); (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iiic) except as set forth in Section 3.3 5.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective the Company’s properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company, except in the cases of clauses (b), (c) and (d) where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Encumbrance would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, if not obtained, would not reasonably be expected to have, either individually or in the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Actaggregate, a Material Adverse Effect.

No Conflicts; Consents. The execution, delivery and performance by the Target Company Seller of this Agreement and the Ancillary other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles operating agreement, certificate of organizationformation, operating agreement certificate of incorporation, by-laws or other organizational documents of the Target Company (“Target Company Charter Documents”)Seller; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target CompanySeller; (iiic) except as set forth in Section 3.3 4.02 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Seller, or to the Target Knowledge of Seller, any member of the Company Group, is a party or by which Seller, or to the Target Knowledge of Seller, any member of the Company Group, is bound or to which any of their respective its properties and assets are subject (including any Material Contract) or or, to the Knowledge of Seller, any Permit affecting the properties, assets or business of the Target Company; Company or any member of the Company Group, or (ivd) to the Knowledge of Seller, result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any member of the Target CompanyCompany Group. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company Seller in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by the Target Company Seller of this Agreement and the Ancillary Documents each other transaction document to which it Seller is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, of any provision of the articles of organization, operating agreement association of Seller or other organizational documents of the Target Company (“Target Company Charter Documents”)Company; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or the Target Company; (iiic) except as set forth in Section 3.3 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, under or result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any material Permit affecting the properties, assets or business of the Target Company; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company, except in the cases of clause (c), where the violation, breach, conflict, default, acceleration or failure to give notice would not have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller or the Target Company in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Documents other transaction documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware thereby and such consents, approvals, Permits, Governmental Orders, declarations, filings as may be required under or notices which, in the HSR Actaggregate, would not have a Material Adverse Effect.

No Conflicts; Consents. The execution, delivery and performance by the Target Company each Seller of this Agreement and each Seller and App Products of the Ancillary Documents to which it each Seller or App Products is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles Organizational Documents of organizationApp Products, operating agreement or other organizational documents of the Target Company (“Target Company Charter Documents”); (ii) subject to, in the case of a Seller that is not an individual, the Merger, obtaining Organizational Documents of the Requisite Target Company Vote, Seller; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Companyany Seller or App Products; (iiic) except as set forth in Section 3.3 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company any Seller or App Products is a party or by which the Target Company any Seller or App Products is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target CompanyApp Products; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of App Products. Except as set forth in Section 3.05 of the Target Company. No Disclosure Schedules, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company any Seller or App Products in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.thereby.‌

No Conflicts; Consents. The execution, delivery and performance by the Remington Holders and the Target Company of this Agreement and the Ancillary other Transaction Documents to which it is they are a party, and the consummation of the transactions contemplated hereby Transactions and thereby, including the Mergerother Transaction Documents, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles Organizational Documents of organization, operating agreement or other organizational documents any of the Target Company (“Target Company Charter Documents”)Companies; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach breach, in any material respect, of any provision of any Law or Governmental Order applicable to the Remington Holders or any of the Target CompanyCompanies; (iiic) except as set forth in Section 3.3 of the Disclosure SchedulesSchedule 3.05, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Remington Holders or any of the Target Company Companies is a party as a principal or by which the Remington Holders or any of the Target Company Companies is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of any of the Target CompanyCompanies; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any of the Target CompanyCompanies, except where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Encumbrance would not be material, individually or in the aggregate, to any of the Target Companies. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Remington Holders or any of the Target Company Companies, in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and therebyTransactions, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act, and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not be material to any of the Target Companies.

No Conflicts; Consents. (a) The execution, delivery and or performance by the Target Company of this Agreement and the Ancillary Documents to which it is a partyby the Company or the Sellers’ Representative, and the consummation of the transactions contemplated hereby and thereby, including the MergerTransactions, do not and will not: (i) contravene, conflict with with, or result in a violation or breach of, or default under, of any provision of the articles of organization, operating agreement or other organizational documents Organizational Documents of the Target Company (“Target Company Charter Documents”)Company; (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Votecontravene, conflict with with, or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target CompanyCompany or the Sellers’ Representative; (iii) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract material contract to which the Target Company Sellers’ Representative is a party or by which the Target Company Sellers’ Representative is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (iv) result in the creation or imposition of any Encumbrance of the Assets of the Company (other than Permitted Encumbrances on Encumbrances) or any properties or assets of the Target CompanyMembership Interests. No consentConsent, approval, Permit, Governmental Order, declaration or filing Filing with, or notice to, any Governmental Authority Person is required by or with respect to the Target Company or the Sellers’ Representative in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby Transactions. (b) The execution, delivery or performance of this Agreement and therebythe Ancillary Documents by each Sellers, except for and the filing consummation of the Certificate Transactions, do not and will not: (i) contravene, conflict with, or result in a violation or breach of Merger any provision of the Organizational Documents of any Seller (if not an individual); (ii) contravene, conflict with, or result in a violation or breach of any provision of any Law or Governmental Order applicable to such Seller; (iii) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or result in the acceleration of any material contract to which such Seller is a party or by which such Seller is bound; (iv) result in the creation or imposition of any Encumbrance of the Assets of the Company (other than Permitted Encumbrances) or any of the Membership Interests. No Consent, approval, Permit, Governmental Order, declaration or Filing with, or notice to, any Person is required by or with respect to any Seller in connection with the Secretary execution and delivery of State this Agreement and the Ancillary Documents and the consummation of the State of Delaware and such filings as may be required under the HSR ActTransactions.

No Conflicts; Consents. The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles of organizationincorporation, operating agreement by-laws or other organizational documents of the Target Company (“Target Company Charter Documents”); (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iiic) except as set forth in Section 3.3 3.03 of the Company Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel cancel, (i) any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective its properties and assets are subject (including any Material Contract) or (ii) any Permit affecting the properties, assets or business of the Target Company; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or AGREEMENT AND PLAN OF MERGER AND REORGANIZATION notice to, any Governmental Authority is required by or with respect to the Target Company in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate Agreements of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR ActCalifornia.

No Conflicts; Consents. The execution(a) Except as set forth on Schedule 4.3(a), neither the execution and delivery and performance by the Target Company of this Agreement and by Seller or the Ancillary Documents to which it is a partyCompany, and nor the consummation of the transactions contemplated hereby and therebyTransaction, including nor compliance by the MergerCompany with any of the terms or provisions hereof, do not and will not: (i) conflict with or result in a violation or breach of, or default under, violate any provision of the articles Organizational Documents of organizationSeller, operating agreement any Subsidiary of Seller or other organizational documents of the Target Company (“Target Company Charter Documents”); Company, or (ii) subject toassuming compliance with the HSR Act and assuming that the consents, approvals and filings referred to in the case of the MergerSection 4.3(b) are duly obtained or made, obtaining the Requisite Target Company Vote(A) violate any statute, conflict with code, ordinance, rule, regulation, judgment, order, writ, decree or result in a violation or breach of any provision of any Law or Governmental Order injunction applicable to Seller, any Subsidiary of Seller, the Target Company; Company or any of their respective properties or assets, or (iiiB) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person underviolate, conflict with, result in a violation breach of any provision of, require redemption or breach ofrepurchase or otherwise require the purchase or sale of any securities, constitute a default (or an event thatwhich, with or without notice or lapse of time time, or both, would constitute a default default) under, result in the acceleration termination of or create in any party a right of termination or cancellation under, require notice or consent under, accelerate the right to accelerateperformance required by, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on Lien upon any of the properties or assets of the Target Company. No consentCompany under any of the terms, approval, Permit, Governmental Order, declaration conditions or filing withprovisions of any Material Contract to which the Company is a party, or notice toby which the Company or any of its properties or assets is bound or affected, any except for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or other events which, either individually or in the aggregate, would not reasonably be expected to be material to the Company. (b) Except as set forth on Schedule 4.3(b) and as otherwise provided in this Section 4.3(b), no Governmental Authority Approval is required by for or with respect to the Target Company in connection with the execution, execution and delivery and performance by Seller or the Company of this Agreement and the Ancillary Documents each Related Document to which each is or will be a party, and the consummation by Seller or the Company of the transactions contemplated hereby and therebyTransaction, except for the other than (i) any approvals or filing of notices required under the Certificate of Merger Gaming Laws, (ii) such consents, approvals, orders, authorizations, permits, filings, declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the Secretary of State renaming or re-branding of the State operations of Delaware the Business, occupational licenses or permits, or the consumption, sale or serving of alcoholic beverages or tobacco products, (iii) the consents, approvals and such filings as may be required under the HSR Act, (iv) those the failure of which to obtain or make, individually or in the aggregate, would not (A) have a Material Adverse Effect or (B) materially impair the ability of Seller or the Company to perform their respective obligations under this Agreement and each Related Document to which each is, or is specified to be, a party and (v) those that may be required by Buyer or any of its Affiliates or key employees including under the Gaming Laws (which are the obligation of Buyer to obtain).

No Conflicts; Consents. The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the articles of organizationincorporation, operating agreement by-laws or other organizational documents of the Target Company (“Target Company Charter Documents”); (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any material provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 3.2 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate Articles of Merger with the Secretary Utah Department of State Commerce, Division of the State of Delaware Corporations and Commercial Code and such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by the each Target Company Party of this Agreement and the Ancillary other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of organizationincorporation, operating agreement by-laws or other organizational documents of such Target Party or any resolution adopted by the governing body or owners of such Target Company (“Target Company Charter Documents”)Party; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to any Target Party, the Target CompanyStock, the Target Options or Target’s business or assets; (iiic) except as set forth in Section 3.3 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract or Permit to which the any Target Company Party is a party or by which the any Target Company Party or its business is bound or to which any of their respective properties and its assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company); or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on the Target Stock, the Target Options or Target’s assets; or (e) cause Parent to become subject to, or to become liable for the payment of any properties or assets Tax. Other than the filing of the Target Company. No Certificate of Merger with the Secretary of State of the State of Delaware, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the any Target Company Party in connection with the execution, execution and delivery and performance of this Agreement and or any of the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution(a) Except as set forth in Section 3.04(a) of the Disclosure Schedules, and provided that the notifications and approvals set forth in Section 3.04(b) of this Agreement or in Section 3.04(b) of the Disclosure Schedules are made or obtained, none of the execution and delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a partyor any other Transaction Document, and the consummation of the transactions contemplated hereby and therebyby this Agreement, including or compliance by the MergerCompany with any of the provisions hereof or thereof, do not and will not: (i) conflict with with, or result in a any violation or of, breach of, or default under, any provision of the articles of organization, operating agreement or other organizational documents of the Target Company (“Target Company Charter Documents”); (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time time, or both, would constitute a default ) under, result in or give rise to a right of termination, cancellation, acceleration, modification, or loss of any material benefit under, or require the acceleration giving of any notice under, any provision of: (i) the Organizational Documents of the Company; (ii) any Material Contract or create in any party the right to accelerate, terminate, modify or cancel any Contract Permit to which the Target Company is a party or by which any of the Target properties or assets of the Company is are bound or affected or cause the creation of any Encumbrance, other than Permitted Encumbrances, upon any of the assets of the Company; (iii) any Order of any Governmental Authority applicable to the Company or by which any of their respective its properties and or assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Companybound; or (iv) result any Law applicable to the Company, other than, in the creation case of clauses (ii), (iii) and (iv) of this subsection, such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, modifications, or imposition of any Encumbrance other than Permitted Encumbrances on any properties losses that would not, individually or assets in the aggregate, be material to the Company. (b) Except as set forth in Section 3.04(b) of the Target Company. No Disclosure Schedules, no consent, waiver, approval, Order, Permit, Governmental Orderor authorization of, declaration or declaration, registration, or filing with, or notice notification to, any Person or Governmental Authority is required by or with respect to on the Target part of the Company in connection with the execution, Company’s execution and delivery and performance of this Agreement and or any other Transaction Document to which it is a party or the Ancillary Documents and compliance by the Company with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby and therebyby this Agreement, except for the filing of the Certificate of Merger for: (i) compliance with the Secretary applicable requirements of State of the State of Delaware and such filings as may be required under the HSR Act, and (ii) such consents, waivers, approvals, Orders, Permits, or authorizations, the failure of which to obtain would not, individually or in the aggregate, be material to the Company.

No Conflicts; Consents. The execution, delivery and performance by the Target Company Seller of this Agreement and the Ancillary other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or constitute a default under, in each case, with or without notice or lapse of time or both, any provision of the articles Organizational Documents of organization, operating agreement Seller or other organizational documents any member of the Target Company (“Target Company Charter Documents”)Group; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of, or constitute a default under, in each case, with or without notice or lapse of any provision of time or both, any Law or Governmental Order applicable to Seller or any member of the Target CompanyCompany Group; or (iiic) except as set forth in Section 3.3 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of, result in the payment of any additional amount, result in the loss of a benefit or an event thatrights under, or result in the creation of any Encumbrance upon any properties or assets of any member of the Company Group or the Business, in each case, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right pursuant to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (iv) result except in the creation cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration, payment, loss of benefit or imposition of any right, Encumbrance other than Permitted Encumbrances on any properties or assets of failure to give notice would not reasonably be expected to be material to the Target CompanyCompany Group and the Business, taken as a whole. No material consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller or any member of the Target Company Group in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR ActAct and as set forth in Section 3.05 of the Disclosure Schedules.

No Conflicts; Consents. The execution(a) Except for any notices, filings, consents or approvals set forth in Schedule 4.5(a), the execution and delivery and performance by the Target Company of this Agreement and by the Ancillary Documents to which it is a partyCompany does not, and the consummation of the Merger or any of the other transactions contemplated hereby and thereby, including by this Agreement or any of the Merger, do Transaction Documents by the Company will not and will not: directly or indirectly (i) violate, conflict with or result in a violation of any of the provisions of any of the Organizational Documents of the Company or any of its Subsidiaries, (ii) violate, conflict with or result in a violation or breach of, or result in a default under, or require the consent or approval of any provision of the articles of organization, operating agreement or other organizational documents of the Target Company (“Target Company Charter Documents”); (ii) subject party to, in any Contract to which the case Company or any of the Mergerits Subsidiaries is a party, obtaining the Requisite Target Company Vote(iii) violate, conflict with or result in a violation or breach of any provision of the terms or requirements of any Order or Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 , its Subsidiaries or any of the Disclosure Schedulesproperties or assets owned, require used or controlled by the consent, notice Company or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the propertiesits Subsidiaries, assets or business of the Target Company; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on Liens upon any properties or assets of the Target Company. assets owned or used by the Company or any of its Subsidiaries. (b) No consentAuthorization or Order of, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, to any Governmental Authority Entity is required by the Company or with respect to the Target Company any of its Subsidiaries in connection with the execution, execution and delivery and performance of this Agreement and or any of the Ancillary Transaction Documents and or the consummation of the Merger or any of the other transactions contemplated hereby and therebyby this Agreement or any of the Transaction Documents, except for the filing of the Certificate Certificates of Merger for the Merger and Second Merger with the Secretary of State of the State of Delaware in relation to the DGCL and such filings as may be required under the HSR ActSecretary of State of the State of California in relation to the CCC.

No Conflicts; Consents. The execution, delivery and performance by Seller and the Target Company Shareholders of this Agreement and the Ancillary Documents to which it is a partyDocuments, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of organizationincorporation, operating certificate of formation, certificate of limited partnership, by-laws, limited liability company agreement, limited partnership agreement or any other organizational documents of the Target Company (“Target Company Charter Documents”)Company; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to any Shareholder or the Target Company; (iiic) except as set forth in Section 3.3 3.05 of the Disclosure Schedules, require the consentconsent of, notice to or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel (i) any Contract to which any Shareholder or the Target Company is a party or by which any Shareholder or the Target Company is bound or to which any of their respective properties and assets are subject or (including any Material Contractii) or any Permit affecting the properties, assets or business of the Target CompanyBusiness; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Shareholder or the Target Company in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Documents and or the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by the Target Company and the Seller Parties of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any material provision of the articles of organization, operating agreement or other organizational documents Governing Documents of the Target Company (“Target Company Charter Documents”)Seller Parties or the Company, including without limitation the trust agreements of the Sellers; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a material violation or material breach of any provision of any Law or Governmental Order applicable to Seller Parties or the Target Company; (iiic) except as set forth in Section 3.3 3.04 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a material violation or material breach of, constitute a material default or an event that, with or without notice or lapse of time or both, would constitute a material default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract (provided that such Material Contract involve the payment to which the Target Company is a party or by which the Target Company is bound or of an amount exceeding in the past twelve (12) month or, to which any of their respective properties and assets are subject the Sellers' Knowledge, likely to exceed in the subsequent twelve (including any Material Contract12) month period) an amount equal to $250,000) or any material Permit affecting the properties, assets or business of the Target Company; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target CompanyShares. No To the Knowledge of the Sellers, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller Party or the Target Company in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The (a) Neither the execution, delivery and or performance by the Target Company Sellers of this Agreement and or the Ancillary Documents to which it is a partyAgreements, and nor the consummation of the transactions contemplated hereby and or thereby, including the Merger, do not and will not: will: (i) conflict with or result in a violation or breach of, or default under, any provision of the articles Organizational Documents of organization, operating agreement Sellers or other organizational documents of the Target Company (“Target Company Charter Documents”); any Acquired Company; (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation of, or breach give any Governmental Body the right to challenge any of any provision of the transactions contemplated hereby under, any Law or Governmental Order applicable to the Target Sellers or any Acquired Company; or (iii) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, (A) result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would (B) constitute a default under, (C) result in the acceleration of or create in any party the right to accelerate, terminateterminate or cancel, modify or cancel (D) require the Consent of any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including other Person under, any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (iv) result except in the creation case of clauses (ii) and (iii) where such conflict, violation, breach, event of default or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. result described in such clauses would not reasonably be expected to have a Company Material Adverse Effect. (b) No consent, approvalConsent, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority Body is required by or with respect to the Target Sellers or any Acquired Company in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Documents and or the consummation of the transactions contemplated hereby and therebyhereby, except for the filing of the Certificate of Merger (i) compliance with the Secretary of State of the State of Delaware and such filings as may be required under the HSR ActAct and Consents required pursuant to any other Antitrust Laws and (ii) such Consents, Permits, declarations, filings or notices the failure of which to make or obtain would not reasonably be expected to have a Company Material Adverse Effect.

No Conflicts; Consents. (a) The execution, delivery and performance by the Target Company (x) Buyer of this Agreement and the Ancillary Transaction Documents to which it is a partyparty and (y) Buyer Parent of the Securities Agreement, and the consummation of the transactions contemplated hereby and or thereby, including the Mergerissuance by Buyer Parent of the Consideration Units, do not and will not: : (i) conflict with or result in a violation or breach of, or default under, any provision of the articles Organizational Documents of organization, operating agreement Buyer or other organizational documents of the Target Company (“Target Company Charter Documents”); Buyer Parent; (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order governmental order applicable to the Target Company; Buyer or Buyer Parent; (iii) except as otherwise set forth in Section 3.3 of the Disclosure Scheduleson Schedule 4.4(a)(iii), require the consent, notice or other action by any Person under, or conflict with, result in a an violation or breach of, constitute a default or an event of default that, with or without the notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, terminate or modify or cancel any Contract to which the Target Company Buyer or Buyer Parent is a party or by which the Target Company is Buyer or Buyer Parent are bound or to which any of their respective properties and or assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Companysubject; or or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances Lien on any of the properties or assets of the Target Company. Buyer, Buyer Parent or their subsidiaries. (b) No consent, approval, Permit, Governmental Ordergovernmental order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company Buyer or Buyer Parent in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Consideration Units, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Actapplicable securities laws.

No Conflicts; Consents. The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the articles of organization, operating agreement or other organizational documents Charter Documents of the Target Company (“Target or any of its Company Charter Documents”)Subsidiaries; (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 of the Disclosure Schedules, (A) require the consent, notice or other action by any Person under, (B) conflict with, (C) result in a violation or breach of, (D) constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, under or (E) result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel (1) any Contract to which the Target Company or any of its Company Subsidiaries is a party or by which the Target Company or any of its Company Subsidiaries is bound or to which any of their respective properties and assets are subject (including any Material Contract) or (2) any Permit affecting the properties, assets or business of the Target CompanyCompany or any of its Company Subsidiaries; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target CompanyCompany or any of its Company Subsidiaries. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company or any of its Company Subsidiaries in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it the Company is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the articles of organizationincorporation, operating agreement by-laws or other organizational documents of the Target Company (“Target Company Charter Documents”)) or any other Company Entity; (ii) subject toto obtaining the consents, authorizations, Governmental Orders and approvals from the Governmental Authorities set forth in the case Section 3.03(a)(ii) of the MergerDisclosure Schedules, obtaining including the Cannabis Consents (the “Regulatory Consents”), the Requisite Target Company Vote, and the expiration or termination of any waiting or review period, and any extensions thereof, under the HSR Act, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Companyany Company Entity; (iii) except for the Regulatory Consents and as set forth in Section 3.3 3.03(a)(iii) of the Disclosure Schedules (the items set forth on Section 3.03(a)(iii) of the Disclosure Schedules, the “Third-Party Consents,” and, together with the Regulatory Consents, the Requisite Company Vote, and the expiration or termination of any waiting or review period, and any extensions thereof, under the HSR Act, the “Required Consents”), require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract to which the Target any Company Entity is a party or by which the Target any Company Entity is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target CompanyCompany Entities, except for Federal Cannabis Laws; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any Company Entity, except, in the Target Companycase of clause (iii), for any consents, conflicts, violations, breaches, defaults, accelerations, terminations, modifications, or cancellations that, or where the failure to obtain or provide any such consents, notices or take any other actions, in each case, would not have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target any Company Entity in connection with the execution, delivery and performance by the Company Entities of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebythereby by the Company Entities, except for (A) the Regulatory Consents, (B) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, and (C) such filings as may be required under the HSR ActAct or other antitrust or similar laws.

No Conflicts; Consents. The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the articles of organization, operating agreement bylaws or other organizational documents of the Target Company (“Target Company Charter Documents”); (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 3.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a material violation or breach of, constitute a material default or an event that, with or without notice or lapse of time or both, would constitute a material default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective its properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Delaware Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR ActDelaware.

No Conflicts; Consents. The execution, delivery and performance by the Target Company P3K of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles Organizational Documents of organization, operating agreement P3K or other organizational documents of the Target Company (“Target Company Charter Documents”)any Acquired Company; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target P3K or any Acquired Company; (iiic) except as set forth in Section 3.3 4.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target P3K or any Acquired Company is a party or by which the Target P3K or any Acquired Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the Software Platform or the properties, assets or business of the Target any Acquired Company; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on the Software Platform or any properties or assets of the Target any Acquired Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target P3K or a Company in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. ‌ The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a partyapplicable Transaction Documents, and the consummation of the transactions Transactions contemplated hereby hereunder and thereby, including the Mergerthereunder, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of organizationformation, operating agreement certificate of incorporation, limited liability agreement, by-laws or other organizational documents of the Target Company (“Target Company Charter Documents”)Companies; (iib) subject to, except as set forth in the case Section 4.05 of the Merger, obtaining Company Disclosure Schedules and except with respect to the Requisite Target Company Voteillegality of cannabis under United States federal law, conflict with with, or result in a violation or breach breach, in any material respect, of any provision of any Law or Governmental Order applicable to any of the Target CompanyCompanies; or (iiic) except as set forth in Section 3.3 4.05 of the Company Disclosure Schedules, or as otherwise required by the terms of this Agreement, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which any of the Target Company Companies is a party or by which any of the Target Company Companies is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target CompanyCompanies, except (i) where such violation, default or breach, individually or in the aggregate with any other violations, defaults or breaches, would not result in a Company Material Adverse Effect; (ii) for those consents, notices or other actions, the failure to give or obtain such consent, notice or take such other action would not result in a Company Material Adverse Effect; or (iviii) result that are the Company Cannabis Consents. Except as set forth in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets Section 4.05 of the Target Company. No Company Disclosure Schedules or as otherwise required by the terms of this Agreement, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any of the Target Company Companies in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR ActTransactions.

No Conflicts; Consents. (a) The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a partyAgreements by the Company do not, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: , (i) violate any of the provisions of any of the Organizational Documents of the Company or any of its Subsidiaries, (ii) assuming compliance by the Company with the matters referred to Section 4.4(b), violate or conflict with any Law or Authorization applicable to the Company or any of its Subsidiaries, (iii) result in the creation of any Liens (other than any Permitted Lien or any Lien created by or through the Parent or Merger Sub) upon any of the assets or properties owned or used by the Company or any of its Subsidiaries, or (iv) conflict with, or result in a violation or any breach of, any of the terms or conditions of, or constitute (whether with or without the passage of time, the giving of notice or both) a default underor give rise to any right of termination, cancellation or acceleration under any provision of any Contract to which the articles of organizationCompany or any if its Subsidiaries is a party, operating agreement or other organizational documents of the Target Company (“Target Company Charter Documents”); (ii) subject toexcept, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; clauses (iiiii) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (iv) result in the creation above, where such violation or imposition of any Encumbrance other than Permitted Encumbrances conflict is set forth on any properties Company Disclosure Schedule 4.4(a). (b) No Authorization or assets of the Target Company. No consentOrder of, approval, Permit, Governmental Orderregistration, declaration or filing with, or notice to, to any Governmental Authority or other Person is required by the Company or with respect to the Target Company any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents Agreements and the consummation of the transactions contemplated hereby and thereby, thereby except for the filing notification and/or approval requirements of the Certificate of Merger with PR Insurance Code, and for such Authorizations, Orders, registrations, declarations, filings and notices the Secretary of State of failure to obtain which would not, individually or in the State of Delaware aggregate, reasonably be expected to be material to the Company and such filings its Subsidiaries, taken as may be required under the HSR Acta whole.

No Conflicts; Consents. The execution, delivery and performance by the Target Company Sellers of this Agreement and the Ancillary other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles of organization, operating agreement or other organizational documents Organizational Documents of the Target Company (“Target Company Charter Documents”)Sellers; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law law or Governmental Order applicable to the Target CompanySellers; (iiic) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person underPerson, under conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract to which the Target Company is Sellers are a party or by which the Target Company is Sellers are bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target CompanySellers; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target CompanySellers. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company Sellers in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such customary filings as which may be required under made at or after the HSR ActClosing, which would not prevent the Closing.

No Conflicts; Consents. The execution, delivery and performance by the Target Company Seller of this Agreement and the Ancillary Documents each other transaction document to which it Seller is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, of any provision of the articles of organization, operating agreement incorporation or other organizational documents by-laws of Seller (if applicable) or the Target Company (“Target Company Charter Documents”)Company; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or the Target Company; (iiic) except as set forth in Section 3.3 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, under or result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any material Permit affecting the properties, assets or business of the Target Company; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company, except in the cases of clause (c), where the violation, breach, conflict, default, acceleration or failure to give notice would not have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller or the Target Company in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Documents other transaction documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware thereby and such consents, approvals, Permits, Governmental Orders, declarations, filings as may be required under or notices which, in the HSR Actaggregate, would not have a Material Adverse Effect.

No Conflicts; Consents. The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of organizationincorporation, operating agreement by-laws or other organizational documents of the Target Company (“Target Company Charter Documents”); (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 3.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Colorado and such filings as may be required under the HSR Act.. Table Of Contents 11

No Conflicts; Consents. The (a) Neither the execution, delivery and or performance by the Target Company Seller of this Agreement and the Ancillary Documents or any other Transaction Document to which it Seller is or will be a party, and nor the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (with or without notice or lapse of time or both): (i) conflict with or result in a violation or breach of, or default under, any provision of the articles of organization, operating agreement or other organizational documents Organizational Documents of the Target Company (“Target Company Charter Documents”); or any resolutions adopted by the board of directors of the Company; (ii) subject toconflict with or result in a violation of, in or give any Authority or other Person the case right to challenge any of the Mergertransactions contemplated hereby or exercise any remedy or obtain any relief under, obtaining any Law or Order applicable to Seller or the Requisite Target Company Voteor the assets, or operation of the business, of Seller or the Company; (A) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, (B) constitute a default or an event that, that (with or without notice or lapse of time or both, ) would constitute a default under, (C) result in the acceleration of or create in any party the right to accelerate, terminate, modify cancel or cancel otherwise modify, or (D) require the consent of, or the giving of notice to, any other Person under, any Contract to which Seller or the Target Company is a party or by which the Target Company is bound or to which any of their respective the properties and or assets of Seller or the Company are subject (including any Material Contract) ), or any Permit affecting the properties, assets or business Business of the Target Company; or or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances Lien on any properties or assets of Seller or the Target Company. . (b) No consent, approval, Permit, Governmental Orderpermit, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller or the Target Company in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Documents and or any other Transaction Document or the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The Except for and subject to consents required by all applicable governmental authorities and except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity, the execution, delivery and performance by the Target Company each Seller of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles Organizational Documents of organization, operating agreement any Seller or other organizational documents of the Target Company (“Target Company Charter Documents”)Company; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to any Seller or the Target Company; (iiic) except as set forth in Section 3.3 3.04 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which any Seller or the Target Company is a party or by which any Seller or the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller or the Target Company in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and subject to consents required by all applicable governmental authorities, and such filings as may be required under set forth on Section 3.04 of the HSR ActDisclosure Schedules.

No Conflicts; Consents. The execution, delivery and performance by the Target Company each Seller of this Agreement and the Ancillary Documents to which it such Seller is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of organizationincorporation, operating agreement by-laws or other organizational documents of any Seller or the Target Company (“Target Company Charter Documents”)Company; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to any Seller or the Target Company; (iiic) except as set forth in Section 3.3 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which any Seller or the Target Company is a party or by which any Seller or the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any material Permit affecting the properties, assets or business of the Target Company; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company, except in the case of clause (c), where the violation, breach, conflict, default, acceleration or failure to give notice would not have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller or the Target Company in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under consents, approvals, Permits, Governmental Orders, declarations, filings, or notices which, in the HSR Actaggregate, would not have a Material Adverse Effect.

No Conflicts; Consents. The (a) Neither the execution, delivery and or performance by the Target Company Seller of this Agreement and the Ancillary Documents or any other Transaction Document to which it Seller is or will be a party, and nor the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (with or without notice or lapse of time or both): (i) conflict with or result in a violation or breach of, or default under, any provision of the articles of organization, operating agreement or other organizational documents Organizational Documents of the Target Company (“Target Company Charter Documents”); or any resolutions adopted by the board of directors of the Company; (ii) subject toconflict with or result in a violation of, in or give any Authority or other Person the case right to challenge any of the Mergertransactions contemplated hereby or exercise any remedy or obtain any relief under, obtaining any Law or Order applicable to Seller or the Requisite Target Company Voteor the assets, or operation of the business, of Seller or the Company; (iii) except as set forth in Section 4.3(a)(iii) of the Disclosure Schedules, (A) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, (B) constitute a default or an event that, that (with or without notice or lapse of time or both, ) would constitute a default under, (C) result in the acceleration of or create in any party the right to accelerate, terminate, modify cancel or cancel otherwise modify, or (D) require the consent of, or the giving of notice to, any other Person under, any Contract to which Seller or the Target Company is a party or by which the Target Company is bound or to which any of their respective the properties and or assets of Seller or the Company are subject (including any Material Contract) ), or any Permit affecting the properties, assets or business Business of the Target Company; or or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances Lien on any properties or assets of Seller or the Target Company. . (b) No consent, approval, Permit, Governmental Orderpermit, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller or the Target Company in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Documents and or any other Transaction Document or the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by the Target Company SpinCo of this Agreement and the Ancillary other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, of any provision of the articles of organization, operating agreement incorporation or other organizational documents by-laws of the Target Company (“Target Company Charter Documents”)SpinCo; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target CompanySpinCo or its assets; or (iiic) except as set forth in Section 3.3 6.02(d) of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or any breach of, constitute a default (or an event that, with or without notice or lapse of time or both, would constitute become a default default) under, result in the acceleration require any consent of or create in notice to any party Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the right imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to accelerateany increased, terminateguaranteed, modify accelerated or cancel additional rights or entitlements of any Person or otherwise adversely affect any rights of SpinCo under any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which the Target Company SpinCo is a party or by which the Target Company is SpinCo may be bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Companyaffected; or (iv) result except in the creation cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Companyfailure to give notice would not have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company SpinCo in connection with the execution, execution and delivery and performance of this Agreement and or any of the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under as set forth in Section 6.02(d) of the HSR ActDisclosure Schedules.

No Conflicts; Consents. The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of organizationincorporation, operating agreement by-laws or other organizational documents of the Target Company (“Target Company Charter Documents”); (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 3.02 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of Delaware, the State receipt of Delaware the approval of any state regulatory commissions and the FCC, and such filings filings, if any, as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by the Target Company of this Agreement and the Ancillary other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of organizationincorporation, operating agreement bylaws or other organizational documents Target Charter Documents or any resolution adopted by the governing body or owners of the Target Company (“Target Company Charter Documents”)Target; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Target, the Target CompanyOwnership Interests, the Business or Target’s assets; (iiic) except as set forth in Section 3.3 4.03 of the Target Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract or Permit to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and its assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company); or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties Target’s assets or assets the Target Ownership Interests. Other than the filing of the Target Company. No Certificate of Merger with the Secretary of State of the State of Delaware, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company in connection with the execution, execution and delivery and performance of this Agreement and or any of the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. (a) The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents documents contemplated hereby to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the articles of organizationCompany Charter, operating agreement the Company’s bylaws or other organizational constitutional and corporate documents of the Target Company (“Target Company Charter Documents”); (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 3.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective its properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. . (b) No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents Escrow Agreement and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR ActDelaware.

No Conflicts; Consents. The execution, delivery and performance by the Target Company and the Seller Parties of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles of organization, operating agreement or other organizational documents Governing Documents of the Target Company (“Target Company Charter Documents”)Seller Parties or the Company, including without limitation the trust agreements of the Sellers; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller Parties or the Target Company; (iiic) except as set forth in Section 3.3 3.04 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel cancel, any Contract to which any Seller Party or the Target Company is a party party, or by which any Seller Party or the Target Company is bound bound, or to which any of their respective properties and assets or the Interests are subject (including any Material Contract) ), or any Permit affecting the properties, assets or business of the Target Company; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any of the Interests or any properties or assets of the Target Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller Party or the Target Company in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents other agreements executed in connection with this Agreement to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of organizationincorporation, operating agreement bylaws or other organizational documents of the Target Company (“Target Company Charter Documents”)Company; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Voteadoption of this Agreement by the Stockholders, and subject to the making of all filings, notifications, applications, or notices as described below and the receipt of all consents, authorizations, approvals, waiting period expirations or terminations, clearances, or approvals as described below, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iiic) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Companysubject; or (ivd) result in the creation or imposition of any Encumbrance Lien other than Permitted Encumbrances Liens on any properties or assets of the Target Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company in connection with the execution, delivery and performance of this Agreement, the other agreements entered into in connection with this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under compliance with any applicable requirements of the HSR ActAct or any other applicable Antitrust Law analogous to the HSR Act or otherwise regulating antitrust or merger control matters in foreign jurisdictions.

No Conflicts; Consents. The (a) Except as set forth in Section 3.04(a) of the Seller Disclosure Schedule, provided that all Required Approvals have been obtained, the execution, delivery and performance by each of the Target Company of this Agreement and the Ancillary Documents to which it is a partyeach Company Subsidiary of, and the consummation by each of the Company and each Company Subsidiary of the transactions contemplated hereby and therebyby, including the Merger, Transaction Agreements to which the Company or any Company Subsidiary is or will be a party do not and will not: not (i) violate or conflict with the organizational documents of the Company or any Company Subsidiary, (ii) violate in any material respect or conflict in any material respect with any Law or Judgment or the terms of any Permit applicable to the Company or any Company Subsidiary or by which the Company’s or any Company Subsidiary’s properties or assets is bound or subject or (iii) result in a violation or any breach of, or default under, any provision of the articles of organization, operating agreement or other organizational documents of the Target Company (“Target Company Charter Documents”); (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time time, or both, would constitute become a default default) under, or give to any Person any rights of termination, acceleration, impairment, alteration or cancelation of, or result in the acceleration creation of any Lien (other than a Permitted Lien) on any of the assets, rights or create in properties of the Company or any party the right to accelerateCompany Subsidiary, terminatepursuant to, modify or cancel any Contract to which the Target Company or any Company Subsidiary is a party or by which the Target Company any of its assets or properties is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the propertiessubject, assets or business of the Target Company; or (iv) result other than, in the creation case of clause (iii), any such conflicts, violations, breaches, defaults, rights or imposition of any Encumbrance other than Permitted Encumbrances on any properties Liens that, individually or assets of in the Target Company. aggregate, do not have, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) No consentmaterial consent of, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority Entity is required to be obtained or made by or with respect to the Target Company or any Company Subsidiary in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and Transaction Agreements or the consummation of the transactions contemplated hereby and therebyAcquisition, except for the filing as set forth in Section 3.04(b) of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR ActSeller Disclosure Schedule.

No Conflicts; Consents. (a) The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of organizationincorporation, operating agreement by-laws or other organizational documents of the Target Company (“Target Company Charter Documents”); (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company VoteDE Consent Requirement or any other consents required pursuant Section 8.02(c), conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (iv) result in the creation or imposition of any Encumbrance other Encumbrance. (b) Other than Permitted Encumbrances on any properties or assets of as otherwise contemplated by Section 5.02, to the Target Company. No ’s Knowledge, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR ActDelaware.

No Conflicts; Consents. The execution, delivery and performance by the Target Holdings and each Company of this Agreement and the Ancillary Documents to which it Holdings or such Company is a party, and the consummation of the transactions contemplated hereby and thereby, including the MergerMergers, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the articles of organization, operating agreement agreement, articles of incorporation, by-laws or other organizational documents of the Target either Company or Holdings (“Target Company Charter Documents”); (ii) subject toto obtaining the consents, authorizations, Governmental Orders and approvals from the Governmental Authorities set forth in the case Section 3.03(a)(ii) of the MergerDisclosure Schedules, obtaining including, without limitation, the Requisite Target Company VoteCannabis Consents (the “Regulatory Consents”), and the expiration or termination of any waiting or review period, and any extensions thereof, under the HSR Act, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Companyany Holdings Entity; (iii) except for the Regulatory Consents and as set forth in Section 3.3 3.03(a)(iii) of the Disclosure Schedules (the items set forth on Section 3.03(a)(iii) of the Disclosure Schedules, the “Third-Party Consents,” and, together with the Regulatory Consents, and the expiration or termination of any waiting or review period, and any extensions thereof, under the HSR Act, the “Required Consents”), require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract to which the Target any Acquired Company is a party or by which the Target any Acquired Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target any Acquired Company, except for Federal Cannabis Laws; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any Acquired Company, except, in the Target Companycase of clause (iii), for any consents, conflicts, violations, breaches, defaults, accelerations, terminations, modifications, or cancellations that, or where the failure to obtain or provide any such consents, notices or take any other actions, in each case, would not have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company any Holdings Entity in connection with the execution, delivery and performance by the Holdings Entities of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebythereby by the Holdings Entities, except for (A) the Regulatory Consents, (B) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Missouri, and (C) such filings as may be required under the HSR ActAct or other antitrust or similar laws.

No Conflicts; Consents. The execution, delivery and performance by the Target Company Seller of this Agreement and the Ancillary Documents to which it is a partyAgreement, and the consummation of the transactions contemplated hereby and thereby, including the Mergerhereby, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, of any provision of the articles Organizational Documents of organization, operating agreement Seller or other organizational documents of the Target Company (“Target Company Charter Documents”)Acquired Companies; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or the Target CompanyAcquired Companies; or (iiic) except as set forth in Section 3.3 3.5 of the Disclosure Schedules, require the consent, notice (including any notice under the Connecticut Transfer Act) or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration of or create in any party the right to accelerateof, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) , except in each case where the violation, breach, conflict, default, acceleration or any Permit affecting the properties, assets or business of the Target Company; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Companyfailure to give notice would not be material. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority Person is required by or with respect to the Target Seller or any Acquired Company in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and therebyhereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and (i) such filings as may be required under the HSR Act, (ii) such filings with and approvals from FERC as set forth in Section 3.5 of the Disclosure Schedules, (iii) as set forth in Section 3.5 of the Disclosure Schedules, and (iv) such consents, approvals, Permits, Governmental Orders, declarations, filings or notices the absence of which, in the aggregate, would not be material.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by the Target Company of this Agreement does not, and the Ancillary Documents to which it is a party, performance by the Company of its covenants and agreements hereunder and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and Merger will not: , (i) subject to obtaining the Company Stockholder Approval, conflict with with, or result in a any violation of any provision of, the Company Charter or breach the Company Bylaws, (ii) other than the Consents set forth in Section 3.05(a)(ii) of the Company Disclosure Schedule (the “Required Consents”), conflict with, result in any violation of, or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any Contract or Permit binding on the Company or any of its Subsidiaries or by which any of their respective properties or assets is bound or (iii) subject to obtaining the Company Stockholder Approval and the Consents referred to in Section 3.05(b) and making the Filings referred to in Section 3.05(b), conflict with, or result in any violation of any provision of of, any Law applicable to the articles of organizationCompany or any Company Subsidiary or their respective properties or assets, operating agreement or other organizational documents of the Target Company (“Target Company Charter Documents”); (ii) subject toexcept for, in the case of the Mergerforegoing clauses (ii), obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; and (iii) except as set forth any matter that (x) would not reasonably be expected to have, individually or in Section 3.3 the aggregate, a Company Material Adverse Effect or (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the End Date. (b) No consent, waiver or Permit (“Consent”) of the Disclosure Schedulesor from, require the consentor registration, declaration, notice or other action by any Person under, conflict filing (“Filing”) to or with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority Entity is required to be obtained or made by the Company or with respect to the Target any Company Subsidiary in connection with the execution, Company’s execution and delivery and performance of this Agreement or its performance of its covenants and the Ancillary Documents and agreements hereunder or the consummation of the transactions contemplated hereby and therebyMerger, except for the following: (A) the filing with the Securities and Exchange Commission (the “SEC”), in preliminary and definitive form, of the Proxy Statement, (B) the filing with the SEC of such reports and documents under, and such other compliance with, the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder (the “Exchange Act”), or the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder (the “Securities Act”), as may be required in connection with this Agreement or the Merger and (C) compliance with applicable state securities or “blue sky” Laws and the securities Laws of any foreign country; (ii) compliance with, Filings under and the expiration or termination of any applicable waiting period under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and such other Consents or Filings as are required to be obtained or made under any other Antitrust Law (the Consents and Filings referred to in this clause (ii), collectively, the “Required Statutory Approvals”); (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business; (iv) Filings and Consents as are required to be made or obtained under state or federal property transfer Laws; (v) compliance with any applicable requirements of the NYSE; and (vi) such filings as may other Filings or Consents the failure of which to make or obtain (x) would not reasonably be required under expected to have, individually or in the HSR Actaggregate, a Company Material Adverse Effect or (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the End Date.

No Conflicts; Consents. The execution, delivery and performance by the Target Company Seller of this Agreement and the Ancillary other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of incorporation, by-laws or other organizational documents of Silarx; (b) conflict with or result in a violation or breach of, or default under, any provision of the certificate of organization, operating agreement or other organizational documents of the Target Company (“Target Company Charter Documents”)Stoneleigh; (iic) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or the Target Company; (iiid) except as set forth in Section 3.3 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Seller or the Target Company is a party or by which Seller or the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (ive) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller or the Target Company in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act. Neither Seller nor the Company, nor any of the Company’s officers or directors, are party to or bound by any agreement with respect to an Acquisition Proposal (as defined in Section 5.03(a)).

No Conflicts; Consents. The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a partyapplicable Transaction Documents, and the consummation of the transactions Transactions contemplated hereby hereunder and thereby, including the Mergerthereunder, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of organizationformation, operating agreement certificate of incorporation, limited liability agreement, by-laws or other organizational documents of the Target Company (“Target Company Charter Documents”)Companies; (iib) subject to, except as set forth in the case Section 4.05 of the Merger, obtaining Company Disclosure Schedules and except with respect to the Requisite Target Company Voteillegality of cannabis under United States federal law, conflict with with, or result in a violation or breach breach, in any material respect, of any provision of any Law or Governmental Order applicable to any of the Target CompanyCompanies; or (iiic) except as set forth in Section 3.3 4.05 of the Company Disclosure Schedules, or as otherwise required by the terms of this Agreement, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which any of the Target Company Companies is a party or by which any of the Target Company Companies is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target CompanyCompanies, except (i) where such violation, default or breach, individually or in the aggregate with any other violations, defaults or breaches, would not result in a Company Material Adverse Effect; (ii) for those consents, notices or other actions, the failure to give or obtain such consent, notice or take such other action would not result in a Company Material Adverse Effect; or (iviii) result that are the Company Cannabis Consents. Except as set forth in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets Section 4.05 of the Target Company. No Company Disclosure Schedules or as otherwise required by the terms of this Agreement, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any of the Target Company Companies in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR ActTransactions.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by the Target Company of this Agreement does not, and the Ancillary Documents to which it is a party, performance by the Company of its covenants and agreements hereunder and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and Merger will not: , (i) subject to obtaining the Company Shareholder Approval, conflict with with, or result in a any violation or breach of any provision of, the Company Articles, the Company Bylaws or default underthe Organizational Documents of any Company Subsidiary, any provision of the articles of organization, operating agreement or other organizational documents of the Target Company (“Target Company Charter Documents”); (ii) subject to, in the case of the Merger, to obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as Consents set forth in Section 3.3 3.05(a)(ii) of the Company Disclosure Schedules, require Letter (the consent, notice or other action by any Person under“Company Required Consents”), conflict with, result in a any violation or breach of, constitute a or default or an event that, (with or without notice or lapse of time time, or both, would constitute a default ) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under any Filed Company Contract or any material Permit applicable to the business of the Company and the Company Subsidiaries or (iii) subject to obtaining the Company Shareholder Approval and the Consents referred to in Section 3.05(b) and making the Filings referred to in Section 3.05(b), conflict with, or result in any violation of any provision of, any Judgment or Law, in each case, applicable to the acceleration of Company or create in any party the right to accelerate, terminate, modify Company Subsidiary or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting assets, except for, in the properties, assets or business case of the Target Company; foregoing clauses (ii) and (iii), any matter that would not have or (iv) result would not reasonably be expected to have, individually or in the creation aggregate, a Company Material Adverse Effect and would not prevent or imposition of any Encumbrance other than Permitted Encumbrances on any properties materially impede, interfere with or assets delay the consummation of the Target Company. Merger. (b) No consent, approvalwaiver or Permit (“Consent”) of or from, Permitor registration, Governmental Orderdeclaration, declaration notice or filing (“Filing”) made to or with, or notice to, any Governmental Authority Entity is required to be obtained or made by the Company or with respect to the Target any Company Subsidiary in connection with the execution, Company’s execution and delivery and performance of this Agreement or its performance of its covenants and the Ancillary Documents and agreements hereunder or the consummation of the transactions contemplated hereby and therebyMerger, except for the following: (1) the filing with the Securities and Exchange Commission (the “SEC”), in preliminary and definitive form, of the Proxy Statement and (2) the filing with the SEC of such reports under, and such other compliance with, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act of 1933, as amended (the “Securities Act”), and rules and regulations of the SEC promulgated thereunder, as may be required in connection with this Agreement or the Merger; (ii) compliance with, Filings under and the expiration of any applicable waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and such other Consents or Filings as are required to be obtained or made under any other Antitrust Law; (iii) the filing of the Certificate Articles of Merger with the Secretary Department of State of the State of Delaware Florida and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business; (1) Filings with, and the Consent of, the Federal Energy Regulatory Commission (the “FERC”) under Section 203 of the Federal Power Act (the “FPA”); (2) the CFIUS Approval, and Filings with respect thereto, (3) the Filings with, and the Consent of, the New Mexico Public Regulation Commission (the “NMPRC”) and (4) and the other Filings and Consents set forth in Section 3.05(b)(iv) of the Company Disclosure Letter (the Consents and Filings set forth in Section 3.05(b)(ii) and this Section 3.05(b)(iv), collectively, the “Company Required Statutory Approvals”); (v) the Company Required Consents; (vi) Filings and Consents as are required to be made or obtained under state or federal property transfer Laws or Environmental Laws; and (vii) such filings as may other Filings or Consents the failure of which to make or obtain would not have or would not reasonably be required under expected to have, individually or in the HSR Actaggregate, a Company Material Adverse Effect and would not prevent or materially impede, interfere with or delay the consummation of the Merger.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by the Target Company of this Agreement does not, and the Ancillary Documents to which it is a party, performance by the Company of its covenants and agreements under this Agreement and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and Merger will not: , (i) conflict with with, or result in any violation of any provision of, the Organizational Documents of any of the Company or a Company Significant Subsidiary, (ii) subject to obtaining the Consents set forth in Section 3.06(a) of the Company Disclosure Letter and each of the Filings referred to in Section 3.06(b) being made and any applicable waiting periods referred to therein having expired, conflict with, result in any violation or breach of, or default under, any provision of the articles of organization, operating agreement or other organizational documents of the Target Company (“Target Company Charter Documents”); (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time time, or both, would constitute a default ) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under any Material Contract or any material Permit applicable to the businesses of the Company Entities; (iii) subject to obtaining the Consents referred to in Section 3.06(a) of the Company Disclosure Letter and making the Filings referred to in Section 3.06(b) and the Company Stockholder Approval having been received, conflict with, or result in the acceleration any violation of any provision of, any Judgment or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; Law or (iv) result in the creation or imposition of any Encumbrance other than Lien (except Permitted Encumbrances on Liens) upon any of the properties or assets of any Company Entity, in each case, applicable to any Company Entity or their respective properties or assets, except for, in the Target Company. case of the foregoing clauses (ii) – (iv), any matter that would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect and would not prevent or materially impede, interfere with or delay the consummation of the Merger. (b) No consent, approvalwaiver or Permit (“Consent”) of or from, Permitor registration, Governmental Orderdeclaration, declaration notice or filing (“Filing”) made to or with, or notice to, any Governmental Authority is required to be obtained or made by any Company Entity in connection with the Company’s execution and delivery of this Agreement or its performance of its covenants and agreements under this Agreement or the consummation of the Merger, except for the following: (i) (A) the filing with the SEC of the Proxy Statement in preliminary and definitive forms and any other Filing with the SEC in respect of the Merger required under applicable Law, including the Exchange Act or the Securities Act and (B) any Filing in respect of the Merger under applicable state “blue sky” or similar securities Laws; (ii) (A) the filing with the Department of Justice and the Federal Trade Commission of a Notification and Report Form pursuant to the HSR Act with respect to the Target Company Merger, (B) the expiration or termination of any waiting period under the HSR Act applicable to the transactions contemplated by this Agreement, including the Merger (the “HSR Clearance”) and (C) the other Consents or Filings that are required to be obtained or made under any Antitrust Law in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation Merger in any jurisdiction set forth in Section 3.06(b)(ii)(C)(3) of the transactions contemplated hereby and therebyCompany Disclosure Letter (collectively, except for the “Antitrust Clearances”); (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business; (iv) compliance with applicable rules and regulations of the NYSE and any other applicable stock exchanges or marketplaces; (v) compliance with the applicable requirements under (A) the National Industrial Security Program Operating Manual and supplements, amendments and revisions thereof, (B) Title 22, Section 122.4 of the International Traffic in Arms Regulations, (C) the U.S. Federal Acquisition Regulation together with the Department of Defense Federal Acquisition Regulation Supplement and the other agency acquisition regulations that implement or supplement such filings as may regulation; (vi) such other items required solely by reason of the participation and identity of Parent or Merger Sub in the transactions contemplated by this Agreement; and (vii) such other Filings or Consents the failure of which to make or obtain would not reasonably be required under expected to result in, individually or in the HSR Actaggregate, a Company Material Adverse Effect and would not prevent or materially impede, materially interfere with or materially delay the consummation of the Merger.

No Conflicts; Consents. The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the articles of organizationformation, operating agreement Operating Agreement or other organizational documents of the Target Company (“Target Company Charter Organizational Documents”); (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 3.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate Statement of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR ActColorado.

No Conflicts; Consents. The Except as set forth on Schedule 3.3 of the Company Disclosure Schedule, the execution, delivery and performance by the Target Company of this Agreement and the Ancillary Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the articles of organization, operating agreement or other organizational documents Charter Documents of the Target Company (“Target or any of its Company Charter Documents”)Subsidiaries; (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a material violation or material breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 of the Disclosure Schedules, (A) require the consent, notice or other action by any Person under, (B) conflict with, (C) result in a material violation or material breach of, (D) constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, under or (E) result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel (1) any Material Contract to which the Target Company or any of its Company Subsidiaries is a party or by which the Target Company or any of its Company Subsidiaries is bound or to which any of their respective properties and assets are subject or (including 2) any Material Contract) or any material Permit affecting the properties, assets or business of the Target CompanyCompany or any of its Company Subsidiaries; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target CompanyCompany or any of its Company Subsidiaries. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company or any of its Company Subsidiaries in connection with the execution, delivery and performance of this Agreement and the Ancillary Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by the Target Company and the Seller Parties of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles of organization, operating agreement or other organizational documents Governing Documents of the Target Seller Parties, the Company (“Target Company Charter Documents”)or DP-NXA; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller Parties, the Target CompanyCompany or DP-NXA; (iiic) except as set forth in Section 3.3 3.04 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel cancel, any Contract to which any Seller Party, the Target Company or DP-NXA is a party party, or by which any Seller Party, the Target Company or DP-NXA is bound bound, or to which any of their respective properties and assets or the Interests are subject (including any Material Contract) ), or any Permit affecting the properties, assets or business of the Target CompanyCompany or DP-NXA; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any of the Interests or any properties or assets of the Target CompanyCompany or DP-NXA. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller Party, the Target Company or any Suibsidiary in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by the Target Company Seller of this Agreement and the Ancillary other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and therebythereby (including assignment of the Assigned Contracts, including the MergerLeased Real Property, and Intellectual Property Assets), do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of organizationincorporation, operating agreement by-laws or other organizational documents of the Target Company Seller, (“Target Company Charter Documents”); (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller, the Target Company; Business or the Purchased Assets, (iiic) except as set forth in Section 3.3 4.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract or Permit to which the Target Company Seller is a party or by which Seller or the Target Company Business is bound or to which any of their respective properties and assets the Purchased Assets are subject (including any Material ContractAssigned Contract or agreement related to Leased Real Property or Intellectual Property Assets) or any Permit affecting the properties, assets or business of the Target Company; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target CompanyPurchased Assets. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company Seller in connection with the execution, execution and delivery and performance of this Agreement and or any of the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, thereby (except for the filing Permits set forth in Section 4.3 of the Certificate of Merger with the Secretary of State Disclosure Schedules required for continued operation of the State Business in the Ordinary Course of Delaware and such filings as may be required under the HSR ActBusiness immediately after Closing).

No Conflicts; Consents. (a) The execution, delivery and performance by each Seller of this Agreement and all other Transaction Documents to which such Seller is a party, and the Target Company fulfillment of and compliance with the respective terms thereof, do not and will not (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in a violation of, or (d) require any authorization, consent, approval, exemption or other Action by or declaration or notice to any Governmental Entity pursuant to, any material Contract, or any material Law, to which such Seller or his or her assets is subject. No consent, approval, Permit, Court Order, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to any Seller in connection with the execution and delivery of this Agreement and the Ancillary other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby. (b) The execution, including delivery and performance the MergerCompany of this Agreement, and all other Transaction Documents to which the Company is a party, and the Company’s fulfillment of and compliance with the respective terms hereof and thereof, do not and will not: not (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of organizationincorporation, operating agreement by-laws or other organizational documents of the Target Company (“Target Company Charter Documents”)Company; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iiic) except as set forth in Section 3.3 on Schedule 2.5(b), to the Knowledge of the Disclosure SchedulesCompany, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective its properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target CompanyCompany (including the Business); or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances Lien on any properties or assets of the Target Company. No Except as set forth on Schedule 2.5(b), no consent, approval, Permit, Governmental Court Order, declaration or filing with, or notice to, any Governmental Authority Entity is required by or with respect to the Target Company in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of organizationincorporation, operating agreement by-laws or other organizational documents of the Target Company (“Target Company Charter Documents”); (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target Company; (iii) except as set forth in Section 3.3 3.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a material default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target Company; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR ActDelaware.

No Conflicts; Consents. The execution, delivery and performance by the Target Company of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the articles certificate of organizationincorporation, operating agreement by-laws or other organizational documents of the Target Company or any of its Subsidiaries (“Target Company Charter Documents”); (ii) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Target CompanyCompany or any of its Subsidiaries; (iii) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Target Company or any of its Subsidiaries is a party or by which the Target Company or any of its Subsidiaries is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Target CompanyCompany or any of its Subsidiaries; or (iv) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Target CompanyCompany or any of its Subsidiaries. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act.

No Conflicts; Consents. The Except as set forth in 4.04 of the Sellers’ Disclosure Letter, the execution, delivery and performance by the Target Company of this Agreement and any of the Ancillary Documents to which it is a partyTransaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles of organizationassociation, operating agreement by-laws or other organizational documents of the Target Company (“Target or any Company Charter Documents”)Subsidiary; (iib) subject to, conflict in the case of the Merger, obtaining the Requisite Target Company Vote, conflict any material respect with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to the Target CompanyCompany or any Company Subsidiary; (iiic) except as set forth in Section 3.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, materially conflict with, result in a material violation or breach of, constitute a material default or an event that, with or without notice or lapse of time or both, would constitute a material default under, or result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel cancel, any Material Contract to which the Target Company or any Company Subsidiary is a party or by which the Target Company or any Company Subsidiary is bound or to which any of their respective its material properties and assets are subject (including any Material Contract) or any material Permit affecting the properties, assets or business businesses of the Target Company; Company or any Company Subsidiary or (ivd) result in the creation or imposition of any material Encumbrance other than Permitted Encumbrances on any material properties or assets of the Target CompanyCompany or any Company Subsidiary. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and for: (i) such filings as may be required under the HSR ActAntitrust Laws and (ii) such consents, approvals, Permits, Orders, declarations or notices, the failure to make or obtain would not affect the Company or any Company Subsidiary in any material respect.

No Conflicts; Consents. The execution, delivery and performance by the Target Company PM Parties and PM LLC of this Agreement and the Ancillary other Transaction Documents to which it is they are a party, and the consummation of the transactions contemplated hereby Transactions and thereby, including the Mergerother Transaction Documents, do not and will not: (ia) conflict with or result in a violation or breach of, or default under, any provision of the articles Organizational Documents of organization, operating agreement or other organizational documents of the Target Company (“Target Company Charter Documents”)any PM Company; (iib) subject to, in the case of the Merger, obtaining the Requisite Target Company Vote, conflict with or result in a violation or breach breach, in any material respect, of any provision of any Law or Governmental Order applicable to the Target CompanyPM Parties or any of the PM Companies; (iiic) except as set forth in Section 3.3 of the Disclosure SchedulesSchedule 3.05, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which that is part of the Target Company is a party or by which the Target Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) Project Management Business or any Permit affecting the properties, assets or business of the Target CompanyProject Management Business; or (ivd) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of used in the Target CompanyProject Management Business, except where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Encumbrance would not be material, individually or in the aggregate, to the Project Management Business. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Target Company PM Parties or any of the PM Companies, in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary other Transaction Documents and the consummation of the transactions contemplated hereby and therebyTransactions, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings as may be required under the HSR Act, and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not be material to the Project Management Business.