Common use of Non-Contravention Clause in Contracts

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does not, and performance of this Agreement by Parent and Merger Sub will not: (i) conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. The execution and execution, delivery of this Agreement by Parent and Merger Sub does not, and performance of this Agreement, the Indenture, the Securities, the DTC Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the Preliminary Prospectus and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Preliminary Prospectus and the Prospectus under the caption “Use of Proceeds”), and compliance by Parent the Company with its obligations hereunder and Merger Sub thereunder have been duly authorized by all necessary corporate action and do not and will not: , whether with or without the giving of notice or passage of time or both, (i) conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affectedconstitute a breach of, or default or Repayment Event (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a defaultas defined herein) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, Agreements and Instruments or result in the creation or imposition of a Lien on any of the properties lien, charge or encumbrance upon any property or assets of Parent or any Triangle Entity pursuant to the terms of its Significant Subsidiaries pursuant to, any Contract the Agreements and Instruments (except to which Parent or any of its Significant Subsidiaries is a party except, as to clauses (ii) and (iii), respectively, for any the extent that such conflicts, violations, breaches, defaults or other occurrences which creations or impositions would not, individually or in the aggregate, be reasonably be expected likely to have a Parent Material Adverse Effect. Section 3.3(b), (ii) result in any violation of the Parent Disclosure Letter lists all consentsprovisions of the Organizational Documents of any Triangle Entity, waivers and approvals under in each case as amended from time to time, or (iii) result in any violation of Parent’s any statute, law, rule, regulation, filing, judgment, order, injunction, writ or decree applicable to any Triangle Entity or any of its Significant Subsidiaries’ Contracts required assets, properties or operations (except to be obtained in connection with the consummation of the transactions contemplated herebyextent that such violations would not, which, if individually or in the aggregate not obtainedaggregate, would result in be reasonably likely to have a Parent Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by a Triangle Entity, as applicable.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent the Company, and Merger Sub the consummation by the Company of the transactions contemplated by this Agreement, including the Mergers, do not and will not: (i) subject to obtaining the Requisite Company Vote, contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of the Company or any Significant Subsidiary of Parent, its Subsidiaries; (ii) subject to compliance with assuming that all Consents contemplated by clauses (i) through (v) of Section 3.03(c) have been obtained or made and, in the requirements set forth in Section 3.3(c) and case of the consummation of the Mergers, obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Requisite Company Vote, conflict with or violate any material Legal Requirement Law applicable to Parentthe Company, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parentits Subsidiaries, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parentresult in the Company’s or Merger Sub’s rights any of its Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof, except as listed in Section 3.03(b) of the Company Disclosure Letter; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent the Company or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Company Material Adverse Effect.

Non-Contravention. The execution Subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters and assuming the truth and accuracy of the Company’s representations and warranties contained in Section 3.1(a), none of the execution, delivery of this Agreement by Parent and Merger Sub does not, and performance of this Agreement by Parent and Merger Sub or any Ancillary Agreement nor the consummation of the Transactions will not: (ia) conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of any provision of the Governing Documents of the SPAC or constitute Merger Sub; (b) other than (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) compliance with and filings under the HSR Act and (iii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC, and (B) such reports under Section 13(a) or Section 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Agreements or the Transactions, require any filing with, or the obtaining of any consent or approval of, any Governmental Entity; (c) result in a violation of or a default (or an event that with notice give rise to any right of termination, cancellation or lapse of time or both would become a defaultacceleration) under, any of the terms, conditions or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations provisions of any third note, mortgage, other evidence of Indebtedness, guarantee, license agreement, lease or other Contract to which any SPAC Party is a party under, or give to others by which any rights SPAC Party or any of termination, amendment, acceleration or cancellation of, or its assets may be bound; (d) result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of Parent any SPAC Party; or any of its Significant Subsidiaries pursuant to, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to clauses (iie) and (iii), respectively, except for any such conflicts, violations, breaches, defaults or other occurrences violations which would not, individually not prevent or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with delay the consummation of the transactions contemplated hereby, whichviolate any Law, if individually Order or in Lien applicable to any SPAC Party, excluding from the aggregate foregoing clauses (b), (c), (d) such requirements, violations or defaults which would not obtainedreasonably be expected to be material to the SPAC Parties, would result in taken as a Parent Material Adverse Effectwhole, or materially affect any SPAC Parties’ ability to perform its obligations under this Agreement and the Ancillary Agreements or to consummate the transactions hereby or thereby.

Non-Contravention. The execution execution, delivery and delivery performance by Parent and Acquisition Sub of this Agreement and the consummation by Parent and Merger Acquisition Sub does not, of the transactions contemplated hereby do not and performance of this Agreement by Parent and Merger Sub will not: not (i) assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, contravene, conflict with with, or violate the Parent Charter Documents, the certificate of incorporation result in any violation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents breach of any Significant Subsidiary provision of Parentthe organizational documents of Parent and Acquisition Sub, (ii) subject assuming the authorizations, consents and approvals referred to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.03 are obtained, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement applicable to ParentLaw or Order, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, require any breach of consent or other action by any Person under, constitute a default (or a violation, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underdefault or a violation, under or of, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party entitled under any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent or any of its Subsidiaries, except, as to in the case of each of clauses (ii), (iii) and (iiiiv), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent Parent, Merger Sub, and Second Merger Sub will and the consummation by Parent, Merger Sub, and Second Merger Sub of the transactions contemplated by this Agreement, do not and shall not: (i) contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, Merger Sub, or Second Merger Sub; (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval assuming that all of the Share Issuance Consents contemplated by Parent’s stockholders as contemplated in clauses (i) through (iv) of Section 5.24.02(c) have been obtained or made, conflict with or violate any material Legal Requirement Law applicable to Parent, Merger Sub Sub, or any of Parent’s other Significant Subsidiaries or by which Parent, Second Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in Parent’s or Merger Sub’s rights any of its Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of consummate the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effectby this Agreement.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, do not and will not: (i) contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, Parent or Merger Sub; (ii) subject to compliance with assuming that all of the requirements set forth Consents contemplated by clauses (i) through (v) of Section 4.03(c) have been obtained or made, and in Section 3.3(c) and the case of the consummation of the Merger, obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Requisite Parent Vote, conflict with or violate any material Legal Requirement Law applicable to Parent, Parent or Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in Parent’s or Merger Sub’s rights any of its Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. The execution After taking into account all amendments and consents obtained in connection with the Sigma Merger, the execution, delivery of this Agreement by Parent and Merger Sub does not, and performance by the ETE/Southern Union Merger Parties of this Agreement the Transaction Documents to which they are, or will be, a party and the consummation by Parent the ETE/Southern Union Merger Parties of the transactions contemplated thereby do not and Merger Sub will not: (i) conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of any provision of the Organizational Documents of the ETE/Southern Union Merger Parties or any of the Citrus Parties; (ii) constitute a default (or an event that with notice or lapse passage of time or both would become give rise to a default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of give rise to any third party under, or give to others any rights right of termination, amendmentcancellation, amendment or acceleration (with or cancellation ofwithout the giving of notice, or the passage of time or both) under any of the terms, conditions or provisions of any Contract to which the ETE/Southern Union Merger Parties or any of the Citrus Parties is a party or by which any of their respective property or assets are bound or affected; (iii) assuming compliance with the matters referred to in Section 3.4, violate any Law to which the ETE/Southern Union Merger Parties or the Citrus Parties are subject or by which any of their respective properties or assets are bound or affected, or (iv) constitute (with or without the giving of notice or the passage of time or both) an event which would result in the creation of a any Lien (other than Permitted Liens) on any asset of the properties ETE/Southern Union Merger Parties or assets of Parent or any of its Significant Subsidiaries pursuant tothe Citrus Parties, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the cases of clauses (ii), (iii) and (iii), respectively, iv) for any such conflicts, violations, breaches, defaults or other occurrences which rights of termination, cancellation, amendment or acceleration or violations as would not, individually or in the aggregate, not reasonably be expected to have a Parent Citrus Parties Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s Effect or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with prevent or materially delay the consummation of the transactions contemplated herebyby the Transaction Documents to which the ETE/Southern Union Merger Parties are, whichor will be, if individually a party or in to materially impair either ETE/Southern Union Merger Party’s ability to perform its obligations under the aggregate not obtainedTransaction Documents to which it is, would result in or will be, a Parent Material Adverse Effectparty.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent Giga, and Merger Sub the consummation by Giga of the transactions contemplated by this Agreement, including the Share Exchange, do not and will not: (i) subject to obtaining the Requisite Giga Vote, contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of Giga or any Significant Subsidiary of Parent, its Subsidiaries; (ii) subject to compliance with assuming that all Consents contemplated by clauses (i) through (ii) of Section 3.03(c) have been obtained or made and, in the requirements set forth in Section 3.3(c) and obtaining case of the approval consummation of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Exchange, obtaining the Requisite Giga Vote, conflict with or violate any material Legal Requirement Law applicable to ParentGiga, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parentits Subsidiaries, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parentresult in Giga’s or Merger Sub’s rights any of its Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which Giga or any of its Subsidiaries is a party or otherwise bound as of the Effective Date; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent Giga or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Giga Material Adverse Effect.

Non-Contravention. (a) The execution and execution, delivery of this Agreement by Parent and Merger Sub does not, and performance by Seller of this Agreement the Transaction Documents to which Seller is a party and the consummation by Parent Seller of the transactions contemplated thereby do not and Merger Sub will not: not (i) conflict with or violate the Parent Charter Documents, the certificate charter documents of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentSeller, (ii) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) and obtaining the approval 2.11 of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Seller Disclosure Schedule, conflict with or violate any material applicable Law or Legal Requirement applicable to ParentRequirement, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in require any breach of consent or other action by any Person under, constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, under or give rise to others any rights right of termination, amendment, cancellation or acceleration of any right or cancellation ofobligation of Seller or to a loss of any benefit to which Seller is entitled under any provision of any Seller Material Contract or any Permit or Approval affecting, or relating in any way to, the Seller Business or (iv) result in the creation or imposition of a Lien any Encumbrance on any asset of Seller or of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract to which Parent or any of its Significant Subsidiaries is a party Seller Subsidiary except, as to in the case of clauses (ii), (iii) and (iiiiv), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which matters as would not, individually or in the aggregate, reasonably be expected to have a Parent Seller Material Adverse Effect. Effect or materially impair the ability of Seller to consummate the transactions contemplated by this Agreement. (b) Except as set forth in Section 3.3(b) 2.12 of the Parent Seller Disclosure Letter lists all consentsSchedule, waivers neither the execution and approvals under any delivery of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with this Agreement nor the consummation or performance of any of the transactions contemplated herebyhereby will, whichdirectly or indirectly (with or without notice or lapse of time): (i) contravene, if individually conflict with or in the aggregate not obtained, would result in a Parent Material Adverse Effectviolation of (A) any provision of the Organizational Documents of Seller or (B) any resolution adopted by the Board of Directors or the Stockholders of Seller; (ii) contravene, conflict with or result in a violation of, or give any Governmental Entity or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which Seller, or any of the assets owned or used by Seller, may be subject; (iii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the business of, or any of the assets owned or used by, Seller ; (iv) contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Seller Contract; or (v) result in the imposition or creation of any Encumbrance on or with respect to any of the assets owned or used by Seller .

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent Parent, US Holdco and Merger Sub and the consummation by Parent, US Holdco and Merger Sub of the transactions contemplated by this Agreement, do not and will not: (i) contravene or conflict with with, or violate the Parent result in any violation or breach of, Parent’s, US Holdco’s or Merger Sub’s Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, ; (ii) subject to compliance with assuming that all of the requirements set forth consents, approvals, orders, authorizations, registrations, declarations, filings, or notices contemplated by clauses (i) through (v) of Section 5.03(c) have been obtained or made, and in Section 3.3(c) and the case of the consummation of the Merger, obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Requisite Parent Vote, conflict with or violate any material Legal Requirement Law applicable to Parent, US Holdco or Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in Parent’s or Merger Sub’s rights any of its Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party Third Party under, or give to others any Third Party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any consent, approval, order, authorization, registration, declaration, filing or notice under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of the foregoing clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any consents, approvals, orders, authorizations, registrations, declarations, filings, or notices, in each case, (A) would notnot reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or (B) would reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consentsprevent, waivers and approvals under any of Parent’s materially impede or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with materially delay the consummation of the transactions contemplated hereby, which, if individually Transactions on a timely basis and in any event on or in before the aggregate not obtained, would result in a Parent Material Adverse EffectEnd Date.

Non-Contravention. The execution and delivery of this Agreement by Parent each of Entergy and Merger Sub TransCo, the execution and delivery of the Separation Agreement by each of Entergy, ESI, TransCo and the Utility OpCos and the execution of each Ancillary Agreement by Entergy and any of its Subsidiaries contemplated to be a party thereto does notnot or will not (as applicable), and performance the consummation of this Agreement the Transactions by Parent each of Entergy, TransCo, ESI and Merger Sub each of the Utility OpCos will not: not (with or without notice or lapse of time or both), (i) violate or conflict with or violate any provision of the Parent Charter DocumentsOrganizational Documents of Entergy, the certificate of incorporation or bylaws of Merger Sub TransCo, ESI or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentUtility OpCo, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Entergy Regulatory Approvals, violate or conflict with any Laws or violate any material Legal Requirement Orders applicable to ParentEntergy, Merger Sub TransCo, ESI or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries a Utility OpCo or any of their respective Assets, rights or properties is bound or affected, or (iii) subject to obtaining the Transmission Land Right Consents, violate, conflict with, or result in any a breach of any provision of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parent’s trigger any obligation to repurchase, redeem or Merger Sub’s rights or materially alter the rights or obligations of any third party otherwise retire indebtedness under, or give to others any rights result in the termination of, loss of a benefit under or accelerate the performance required by, or result in a right of termination, amendmentcancellation, guaranteed payment or acceleration of any obligation or cancellation ofthe loss of a benefit under, or result in the creation of a Lien on any Security Interest upon any of the properties property or assets Assets of Parent Entergy, TransCo, ESI or any of its Significant Subsidiaries the Utility OpCos pursuant to, to any provisions of any Permit or Contract (including the TransCo Material Contracts) to which Parent Entergy, TransCo, ESI or any Utility OpCo is now a party or by which they or any of its Significant Subsidiaries is a party their Assets, rights or properties may be bound or have any rights under, or trigger any buy-sell or similar agreements except, as to in the case of clauses (ii) and (iii), respectively, ) above for any such conflictsbreach, violationsviolation, breachestermination, defaults loss, default, acceleration, change, conflict or other occurrences which Security Interest that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse EffectTransmission Business MAE.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, do not and will not: (i) contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws by-laws of Parent or Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, Sub; (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval assuming that all of the Share Issuance Consents contemplated by Parent’s stockholders as contemplated in clauses (i) through (v) of Section 5.24.02(c) have been obtained or made, conflict with or violate any material Legal Requirement Law applicable to Parent, Parent or Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in Parent’s or Merger Sub’s rights any of its Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of material adverse effect on Parent’s or any of its Significant Subsidiaries’ Contracts required and Merger Sub’s ability to be obtained in connection with the consummation of consummate the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effectby this Agreement.

Non-Contravention. The Except as otherwise described in Schedule 3.6, the execution and delivery by the Purchaser and Merger Sub of this Agreement and each Ancillary Document to which each is a party, the consummation by Parent the Purchaser and Merger Sub does notof the transactions contemplated hereby and thereby, and performance of this Agreement compliance by Parent the Purchaser and Merger Sub with any of the provisions hereof and thereof, will not: not (ia) conflict with or violate any provision of the Parent Charter Purchaser’s and Merger Sub’s Organizational Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (iib) subject to compliance with obtaining the requirements set forth Consents from Governmental Authorities referred to in Section 3.3(c) 3.5 hereof, and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any material Legal Requirement Law, Order or Consent applicable to Parentthe Purchaser, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affectedassets, or (iiic) (i) violate, conflict with or result in any a breach of or of, (ii) constitute a default (or an event that which, with notice or lapse of time or both both, would become constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or materially impair Parent’s modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub’s rights or materially alter the rights or obligations of any third party Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to others any rights of terminationobligation to make payments or provide compensation under, amendment, acceleration or cancellation of, or (vii) result in the creation of a any Lien on upon any of the properties or assets of Parent the Purchaser or Merger Sub under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of its Significant Subsidiaries pursuant tothe terms, conditions or provisions of, any Contract to which Parent or Purchaser Material Contract, except for any deviations from any of its Significant Subsidiaries is a party except, as to the foregoing clauses (ii) and (iiia), respectively, for any such conflicts, violations, breaches, defaults (b) or other occurrences which (c) that would not, individually or in the aggregate, not reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of Effect on the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse EffectPurchaser.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent the Company, and Merger Sub the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, do not and will not: (i) subject to obtaining the Requisite Company Vote, contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of the Company or any Significant Subsidiary of Parent, its Subsidiaries; (ii) subject to compliance with assuming that all consents, approvals, orders, authorizations, registrations, declarations, filings, or notices contemplated by clauses (i) through (v) of Section 4.03(c) have been obtained or made and, in the requirements set forth in Section 3.3(c) and case of the consummation of the Merger, obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Requisite Company Vote, conflict with or violate any material Legal Requirement Law applicable to Parentthe Company, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parentits Subsidiaries, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parentresult in the Company’s or Merger Sub’s rights any of its Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party Third Party under, or give to others any Third Party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any consent, approval, order, authorization, registration, declaration, filing or notice under, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent the Company or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of the foregoing clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any consents, approvals, orders, authorizations, registrations, declarations, filings, or notices, in each case, (A) would notnot reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or (B) would reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consentsprevent, waivers and approvals under any of Parent’s materially impede or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with materially delay the consummation of the transactions contemplated hereby, which, if individually Transactions on a timely basis and in any event on or in before the aggregate not obtained, would result in a Parent Material Adverse EffectEnd Date.

Non-Contravention. The execution and None of (A) the offering, issuance or sale by the Partnership of the Units, (B) the execution, delivery of this Agreement by Parent and Merger Sub does not, and performance of this the Underwriting Agreement and the Operative Agreements by Parent the EQT Entities that are parties thereto, (C) the consummation of the Transactions and Merger Sub will not: any other transactions contemplated by the Underwriting Agreement or the Transaction Documents by the EQT Entities or (D) the application of the proceeds as described under the caption “Use of Proceeds” in the Registration Statement, the Disclosure Package and the Prospectus, (i) conflict with constitutes or violate will constitute a violation of the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Organizational Documents of any Significant Subsidiary of Parentthe Delaware EQT Entities, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with constitutes or violate any material Legal Requirement applicable to Parent, Merger Sub will constitute a breach or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affectedviolation of, or (iii) result in any breach of or constitute a default (or an event that that, with notice or lapse of time or both both, would become constitute such a default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or will result in the creation or imposition of a any Lien on upon any property or assets of any of the properties or assets of Parent or any of its Significant Subsidiaries EQT Entities (other than Liens created pursuant toto the New Credit Agreement) under, any Contract agreement or other instrument filed as an exhibit to the Registration Statement (other than the agreements listed on Annex B hereto) or the EQT Credit Agreement, or (iii) violates or will violate the Delaware LP Act, the Delaware LLC Act, the DGCL or federal law, which Parent conflicts, breaches, violations, defaults or any Liens, in the case of its Significant Subsidiaries is a party except, as to clauses (ii) and or (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would notwould, individually or in the aggregate, reasonably be expected likely to have a Parent Material Adverse Effect. Section 3.3(b) Effect or materially impair the ability of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s EQT Entities to consummate the Transactions or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the other transactions contemplated hereby, which, if individually or provided for in the aggregate not obtainedUnderwriting Agreement or the Transaction Documents; provided, would result however, that such counsel need express no opinion in a Parent Material Adverse Effectthis paragraph 15 with respect to federal or state securities laws and other anti-fraud laws.

Non-Contravention. The execution and execution, delivery of this Agreement by Parent and Merger Sub does not, and performance of this Agreement by Parent the Acquirer, and Merger Sub the consummation by the Acquirer of the transactions contemplated by this Agreement, including the Merger, do not and will not: (i) contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of the Acquirer or any Significant Subsidiary of Parent, its Subsidiaries; (ii) subject to compliance with the requirements set forth in clauses (i) through (v) of Section 3.3(c) and 4.03 and, in the case of the consummation of the Merger, obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Requisite Acquirer Vote, conflict with or violate any material Legal Requirement Law applicable to Parentthe Acquirer, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant its Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation ofcancellation, or require any Consent under, any Contract to which the Acquirer or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent the Acquirer or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii), (iii) and (iiiiv), respectively, for any such conflicts, violations, breaches, defaults defaults, alterations, terminations, amendments, accelerations, cancellations or other occurrences which Liens, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent an Acquirer Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent Aytu and Merger Sub and the consummation by Aytu and Merger Sub of the transactions contemplated by this Agreement, do not and will not: (i) contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, Aytu or Merger Sub; (ii) subject to compliance with assuming that all of the requirements set forth Consents contemplated by clauses (i) through (v) of Section 4.03(c) have been obtained or made, and in Section 3.3(c) and the case of the consummation of the Merger, obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Requisite Aytu Vote, conflict with or violate any material Legal Requirement Law applicable to Parent, Aytu or Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in Aytu's or materially impair Parent’s any of its Subsidiaries' loss of any benefit or Merger Sub’s rights the imposition of any additional payment or materially other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which Aytu or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent Aytu or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent an Aytu Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent the Company, and Merger Sub the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, do not and will not: (i) subject to obtaining the Requisite Company Vote, contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of the Company or any Significant Subsidiary of Parent, its Subsidiaries; (ii) subject to compliance with assuming that all Consents contemplated by clauses (i) through (v) of Section 3.03(c) have been obtained or made and, in the requirements set forth in Section 3.3(c) and case of the consummation of the Merger, obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Requisite Company Vote, conflict with or violate any material Legal Requirement Law applicable to Parentthe Company, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parentits Subsidiaries, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parentresult in the Company’s or Merger Sub’s rights any of its Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent the Company or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Company Material Adverse Effect.

Non-Contravention. The execution Subject to the receipt of the consents, approvals, authorizations and delivery other requirements set forth in Section 4.03(b) and Section 4.03(c) of this Agreement by the Parent Disclosure Letter and Merger Sub does notthe Requisite Parent Vote, the execution, delivery, and performance of this Agreement by each of the Parent Parties and Merger Sub the consummation by each of the Parent Parties of the transactions contemplated by this Agreement, do not and will not: (i) contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, the Parent Parties; (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement Law applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries Parent Parties or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in any of Parent Parties’ or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations any of their respective Subsidiaries' loss of any third party benefit or the imposition of any additional payment or other liability under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which any of the Parent Parties or any of their respective Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of any of the Parent Parties or any of its Significant Subsidiaries pursuant totheir respective Subsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, including the Debt Financing, do not and will not: (i) contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation, articles of incorporation or bylaws of Parent or Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, Sub; (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval assuming that all of the Share Issuance Consents contemplated by Parent’s stockholders as contemplated in clauses (i) through (v) of Section 5.24.02(c) have been obtained or made, conflict with or violate any material Legal Requirement Law applicable to Parent, Parent or Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in Parent’s or Merger Sub’s rights any of its Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of material adverse effect on Parent’s or any of its Significant Subsidiaries’ Contracts required and Merger Sub’s ability to be obtained in connection with the consummation of consummate the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effectby this Agreement.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, including the Offer, the Merger, and the other transactions contemplated by this Agreement do not and will not: (i) contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws by-laws of Parent or Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, Sub; (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval assuming that all of the Share Issuance Consents contemplated by Parent’s stockholders as contemplated in clauses (i) through (v) of Section 5.25.02(c) have been obtained or made, conflict with or violate any material Legal Requirement Law applicable to Parent, Parent or Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in Parent’s or Merger Sub’s rights any of its Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of material adverse effect on Parent’s or any of its Significant Subsidiaries’ Contracts required and Merger Sub’s ability to be obtained in connection with the consummation of consummate the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effectby this Agreement.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent the Company, and Merger Sub the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, do not and will not: (i) subject to obtaining the Requisite Company Vote, contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of the Company or any Significant Subsidiary of Parent, its Subsidiaries; (ii) subject to compliance with assuming that all Consents contemplated by clauses (i) through (v) of Section 3.03(c) have been obtained or made and, in the requirements set forth in Section 3.3(c) and case of the consummation of the Merger, obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Requisite Company Vote, conflict with or violate any material Legal Requirement Law applicable to Parentthe Company, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parentits Subsidiaries, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parentresult in the Company’s or Merger Sub’s rights any of its Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration acceleration, or cancellation ofgive rise to any obligation to make an offer to purchase or redeem any Indebtedness or capital stock, voting securities, or other equity interests, or result in any loss of a material benefit under, or require any Consent under, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent the Company or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not, individually or in the aggregate, not reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of be material to the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse EffectCompany.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent P▇▇▇▇▇ and Merger Sub and the consummation by P▇▇▇▇▇ and Merger Sub of the transactions contemplated by this Agreement, do not and will not: (i) subject to obtaining the Requested Parent Vote, contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, Parent or Merger Sub; (ii) subject to compliance with assuming that all of the requirements set forth Consents contemplated by clauses (i) through (v) of Section 4.03(c) have been obtained or made, and in Section 3.3(c) and the case of the consummation of the Merger, obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Requisite Parent Vote, conflict with or violate any material Legal Requirement Law applicable to Parent, Parent or Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in Parent’s or Merger Sub’s rights any of its Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract to which Parent or any of its Significant Subsidiaries is a party Subsidiaries; except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. The execution and Except as set forth on Section 5.03(b) of the Disclosure Schedules, the execution, delivery of this Agreement by Parent and Merger Sub does not, and performance of this Agreement by Parent the Target, and Merger Sub the consummation by the Target of the transactions contemplated hereby, including the Offer and the Merger, do not and will not: (i) contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of the Target or any Significant Subsidiary of Parentits Subsidiaries, (ii) subject to compliance with the requirements set forth in Section 3.3(c5.03(c)(i)-(iv) and obtaining and, in the approval case of the Share Issuance consummation of the Merger, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of the DGCL, and assuming the accuracy of Parent’s stockholders as contemplated and Merger Sub’s representation and warranty set forth in Section 5.26.08, conflict with or violate any material Legal Requirement Law applicable to Parent, Merger Sub the Target or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant its Subsidiaries or any of their respective properties is bound or affectedassets, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation ofcancellation, or require any Consent under, any Contract to which the Target or any of its Subsidiaries is a party or otherwise bound as of the date hereof, or (iv) result in the creation of a Lien an Encumbrance (other than Permitted Encumbrances) on any of the properties or assets of Parent the Target or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii), (iii) and (iii), respectivelyiv) above, for any such conflicts, violations, breaches, defaults defaults, alterations, terminations, amendments, accelerations, cancellations or other occurrences which Encumbrances, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Target Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance of this Agreement and the other Parent Transaction Documents by Parent and Merger Sub, as applicable, and the consummation by Parent and Merger Sub does notof the transactions contemplated hereby or thereby, including the Offer and performance the Merger, do not and will not directly or indirectly (with or without the giving of this Agreement by Parent and Merger Sub will not: notice or the passage of time or both): (i) contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws by-laws of Parent or Merger Sub or any other Significant Subsidiary Charter Documents effective resolutions of the board of directors of Parent or Merger Sub or any Significant Subsidiary of Parent, committee thereof; (ii) subject to compliance with the requirements set forth in clauses (i) through (iv) of Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.03(c), conflict with or violate any material Legal Requirement Law applicable to Parent, Parent or Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their the respective properties is bound or affectedassets owned, used or purported to be owned or used by them; (iii) require any consent, approval or other action of any Person under, or conflict with, result in any breach of or constitute a default (or an event that with or without the giving of notice or lapse of time or both would become a breach or default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract to which Parent or its Subsidiaries, including Merger Sub, are a party or otherwise bound; or (iv) result in the creation, imposition or modification of any Lien (other than Permitted Liens) on or with respect to any of its Significant Subsidiaries is a party the material properties or assets of Parent or Merger Sub, except, as to in the case of each of clauses (ii), (iii) and (iiiiv), respectively, for any such contraventions, conflicts, violations, breaches, defaults or other occurrences which Liens, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. The execution After taking into account all amendments and consents obtained in connection with the Sigma Merger, the execution, delivery of this Agreement by Parent and Merger Sub does not, and performance by the ETE Merger Parties of this Agreement the Transaction Documents to which they are, or will be, a party and the consummation by Parent the ETE Merger Parties of the transactions contemplated thereby do not and Merger Sub will not: (i) conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of any provision of the Organizational Documents of the ETE Merger Parties or any of the Citrus Parties; (ii) constitute a default (or an event that with notice or lapse passage of time or both would become give rise to a default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of give rise to any third party under, or give to others any rights right of termination, amendmentcancellation, amendment or acceleration (with or cancellation ofwithout the giving of notice, or the passage of time or both) under any of the terms, conditions or provisions of any Contract to which the ETE Merger Parties or any of the Citrus Parties is a party or by which any of their respective property or assets are bound or affected; (iii) assuming compliance with the matters referred to in Section 3.4, violate any Law to which the ETE Merger Parties or the Citrus Parties are subject or by which any of their respective properties or assets are bound or affected, or (iv) constitute (with or without the giving of notice or the passage of time or both) an event which would result in the creation of a any Lien (other than Permitted Liens) on any asset of the properties ETE Merger Parties or assets of Parent or any of its Significant Subsidiaries pursuant tothe Citrus Parties, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the cases of clauses (ii), (iii) and (iii), respectively, iv) for any such conflicts, violations, breaches, defaults or other occurrences which rights of termination, cancellation, amendment or acceleration or violations as would not, individually or in the aggregate, not reasonably be expected to have a Parent Citrus Parties Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s Effect or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with prevent or materially delay the consummation of the transactions contemplated herebyby the Transaction Documents to which the ETE Merger Parties are, whichor will be, if individually a party or in to materially impair either ETE Merger Party’s ability to perform its obligations under the aggregate not obtainedTransaction Documents to which it is, would result in or will be, a Parent Material Adverse Effectparty.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, do not and will not: (i) contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, Parent or Merger Sub; (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval assuming that all of the Share Issuance Consents contemplated by Parent’s stockholders as contemplated in clauses (i) through (v) of Section 5.24.2(c) have been obtained or made, conflict with or violate any material Legal Requirement Law applicable to Parent, Parent or Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in Parent’s or Merger Sub’s rights any of its Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien an Encumbrances (other than Permitted Encumbrances) on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Encumbrances that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. (a) The execution and delivery by the Holder of this Agreement by Parent and Merger Sub does not, and performance the consummation of this Agreement the transactions contemplated hereby and the compliance by Parent the Holder with any of the provisions hereof does not and Merger Sub will not: not (i) conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Organizational Documents of any Significant Subsidiary of Parentthe Holder, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that that, with notice or lapse of time or both both, would become give rise to a default) under, give rise to any right of termination, cancellation, amendment or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party acceleration of, require payments under, or give to others create in any party additional or greater rights of termination, amendment, acceleration or cancellation ofbenefits under, or result in the creation of a Lien on any of the properties or assets of Parent the Holder, with respect to any Contract or other obligation to which the Holder is a party or by which the Holder or any of its Significant Subsidiaries pursuant toassets or properties is bound or subject, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to clauses (ii) and (iii), respectively, except for any such conflictsdefaults, violationsrights of termination, breachescancellation, defaults amendment, or other occurrences which acceleration, payments, rights or Liens that would not, individually or in the aggregate, not reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) an adverse effect on the ability of the Parent Disclosure Letter lists all consentsHolder to perform its obligations under this Agreement or (iii) conflict with or violate in any material respect any Law applicable to or binding on the Holder or by which the Holder’s assets or properties are bound or subject, waivers except for any such violations that would not reasonably be expected to have an adverse effect on the ability of the Holder to perform its obligations under this Agreement. (b) None of (i) the execution and approvals under any delivery by the Holder of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with this Agreement, (ii) the consummation of the transactions contemplated herebyby this Agreement or (iii) compliance by the Holder with the provisions of this Agreement will require the Holder to obtain any consent, whichlicense, if individually permit, approval, waiver, authorization or in the aggregate not obtainedorder of, would result in a Parent Material Adverse Effector to make any filing with or notification to, any Governmental Authority or third Person.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent the Company, and Merger Sub the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, do not and will not: (i) subject to obtaining the Requisite Company Vote, contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of the Company or any Significant Subsidiary of Parent, its Subsidiaries; (ii) subject to compliance with assuming that all Consents contemplated by clauses (i) through (iv) of Section 3.03(c) have been obtained or made and, in the requirements set forth in Section 3.3(c) and case of the consummation of the Merger, obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Requisite Company Vote, conflict with or violate any material Legal Requirement Law applicable to Parentthe Company, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parentits Subsidiaries, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parentresult in the Company’s or Merger Sub’s rights any of its Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent the Company or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Company Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent and Parent, Holdco, Rooster Merger Sub and Parent Merger Sub and the consummation by Parent, Holdco, Rooster Merger Sub and Parent Merger Sub of the transactions contemplated by this Agreement, including the Mergers, the Holdco Stock Issuance and the Holdco Charter Amendment, do not and will not: (i) subject, in the case of Rooster Merger Sub and Parent Merger Sub, to obtaining the adoption of this Agreement by Holdco as their sole stockholder, contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate Governing Documents of incorporation or bylaws of Parent, Holdco, Rooster Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, Parent Merger Sub; (ii) subject to compliance with assuming that all of the requirements set forth Consents contemplated by clauses (i) through (v) of Section 4.03(c) have been obtained or made, and (A) in Section 3.3(cthe case of the consummation of the Rooster Merger, obtaining the adoption of this Agreement by Holdco as the sole stockholder of Rooster Merger Sub, (B) in the case of the consummation of the Parent Merger, obtaining the adoption of this Agreement by Holdco as the sole stockholder of Parent Merger Sub and obtaining the approval Requisite Parent Vote and (C) in the case of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Holdco Stock Issuance, obtaining the Requisite Parent Vote, conflict with or violate any material Legal Requirement Law applicable to Parent, Holdco, Rooster Merger Sub, Parent Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in Parent’s or Merger Sub’s rights any of its Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Material Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date of this Agreement; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. The execution and delivery by each of Parent, Merger Subsidiary and Merger Subsidiary Two of this Agreement by Parent and Merger Sub does do not, and the performance by each of this Agreement by Parent Parent, Merger Subsidiary and Merger Sub Subsidiary Two of its obligations hereunder and the consummation by each of Parent, Merger Subsidiary and Merger Subsidiary Two of the transactions contemplated hereby will not: , (ia) conflict with or violate any provision of the Articles of Incorporation or Bylaws of Parent Charter Documentsas in effect on the date hereof, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents equivalent organizational or governing documents of any Significant Subsidiary Subsidiaries of Parent, as in effect on the date hereof, (iib) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 3.3(c) 5.03 have been obtained prior to the Effective Time and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated all filings and notifications described in Section 5.25.03 have been made and any waiting periods thereunder have terminated or expired prior to the Effective Time, conflict with or violate any material Legal Requirement Applicable Law applicable to Parent, Merger Sub Subsidiary or any of Parent’s other Significant Subsidiaries Merger Subsidiary Two or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is or assets are bound or affected(c) require any consent or approval under, or (iii) result in any breach of or any loss of any benefit under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien any Liens on any of the properties property or assets asset of Parent or any of its Significant Subsidiaries pursuant to, any Contract to which Parent or any of its Significant Subsidiaries is a party or by which any of their respective properties or assets are bound, except, as with respect to clauses (iib) and (iiic), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which that would not, individually or in the aggregate, reasonably be expected to not have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. The execution and execution, delivery of this Agreement by Parent and Merger Sub does not, and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, including the Offer and the Merger, do not and will not: (i) contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws by-laws of Parent or Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, Sub; (ii) subject to compliance with the requirements set forth in clauses (i)-(iv) of Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.02(c), conflict with or violate any material Legal Requirement Law applicable to Parent, Parent or Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affectedassets; (iii) contravene or conflict with or result in any violation of any terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify any permit; (iiiiv) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation ofcancellation, or require any Consent under any Contract to which Parent or its Subsidiaries, including Merger Sub, are a party or otherwise bound; or (v) result in the creation of a any Lien (other than Permitted Liens) on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant toMerger Sub, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectively(iv) and (v), for any such conflicts, violations, breaches, defaults defaults, alterations, terminations, amendments, accelerations, cancellations or other occurrences which Liens, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of material adverse effect on Parent’s or any of its Significant Subsidiaries’ Contracts required and Merger Sub’s ability to be obtained in connection with the consummation of consummate the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effectby this Agreement.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by Parent and Merger Sub does not, and performance of this Agreement and the consummation by Parent and Merger Sub of the Transactions do not and will not: not (ia) assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, contravene, conflict with with, or violate the Parent Charter Documents, the certificate of incorporation result in any violation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents breach of any Significant Subsidiary provision of Parentthe organizational documents of Parent or Merger Sub, (iib) subject assuming the authorizations, consents and approvals referred to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.03 are obtained, contravene, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any a violation or breach of any provision of any applicable Law or Order, (c) assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, require any consent or other action by any Person under, constitute a default (or a violation, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underdefault or a violation, under or of, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party entitled under, any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries or any governmental license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (d) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent or any of its Subsidiaries, except, as to in the case of each of clauses (iib), (c) and (iiid), respectivelywhich have not had, for any such conflicts, violations, breaches, defaults or other occurrences which and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have (x) a Parent Material Adverse Effect. Section 3.3(bEffect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent or Merger Sub to perform its obligations under this Agreement or to consummate the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse EffectMerger.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does not, and performance of this Agreement Agreement, the performance by Parent and Merger Sub will not: (i) conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound covenants and obligations hereunder, the compliance by Parent and Merger Sub with the provisions hereof and the consummation by Parent and Merger Sub of the transactions contemplated hereby, including the Financing, do not and will not (a) violate or affectedconflict with any provision of the Constitutional Documents of Parent or Merger Sub, (b) violate, conflict with, or (iii) result in any the breach of of, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, result in the termination of, accelerate the performance required by, or materially impair Parent’s result in a right of termination or acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Merger Sub’s rights Sub is a party or materially alter by which Parent, Merger Sub or any of their properties or assets may be bound, (c) assuming the rights Consents referred to in Section 4.5 are obtained or obligations made, and, in the case of the consummation of the Merger, subject to obtaining the Parent Stockholder Approval, violate or conflict with any third party under, Law or give Order applicable to others Parent or Merger Sub or by which any rights of termination, amendment, acceleration their properties or cancellation of, assets are bound or (d) result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of Parent or any Merger Sub, except in the case of its Significant Subsidiaries pursuant to, any Contract to which Parent or any each of its Significant Subsidiaries is a party except, as to clauses (iib), (c) and (iii), respectivelyd) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences Liens which have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, do not and will not: (i) contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws by-laws of Parent or Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, Sub; (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval assuming that all of the Share Issuance Consents contemplated by Parent’s stockholders as contemplated in clauses (i) through (v) of Section 5.24.02(c) have been obtained or made, conflict with or violate any material Legal Requirement Law applicable to Parent, Parent or Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in Parent’s or Merger Sub’s rights any of its Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, give rise to any obligation to make an offer to purchase or redeem any Indebtedness or capital stock, voting securities, or other equity interests, or result in any loss of material benefit under, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of material adverse effect on Parent’s or any of its Significant Subsidiaries’ Contracts required and Merger Sub’s ability to be obtained in connection with the consummation of consummate the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.by this Agreement. 38031572.13

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent ▇▇▇▇▇▇ and Merger Sub and the consummation by ▇▇▇▇▇▇ and Merger Sub of the transactions contemplated by this Agreement, do not and will not: (i) contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation incorporation, certificate of formation, company agreement, or bylaws of Parent or Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, Sub; (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval assuming that all of the Share Issuance Consents contemplated by Parent’s stockholders as contemplated in clauses (i) through (v) of Section 5.24.02(c) have been obtained or made, conflict with or violate any material Legal Requirement Law applicable to Parent, Parent or Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in Parent’s or Merger Sub’s rights any of its Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of material adverse effect on Parent’s or any of its Significant Subsidiaries’ Contracts required and Merger Sub’s ability to be obtained in connection with the consummation of consummate the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effectby this Agreement.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by each Parent Entity and Merger Sub the Ancillary Documents to which they a party and the consummation by each Parent Entity of the Transactions and the Ancillary Documents to which they are a party, do not and will not: (i) contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, the Parent Entities; (ii) subject to compliance with assuming that all of the requirements set forth Consents contemplated by clauses (i) through (v) of Section 4.03(c) have been obtained or made, and in Section 3.3(c) and the case of the consummation of the Transactions, obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Requisite Parent Vote, conflict with or violate any material Legal Requirement Law applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries the Parent Entities or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the Parent Entities’ or materially impair Parent’s any of their respective Subsidiaries’ loss of any benefit or Merger Sub’s rights the imposition of any additional payment or materially other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which the Parent Entities or any of their respective Subsidiaries are a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Parent Entities or any of its Significant Subsidiaries pursuant totheir respective Subsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. The Subject to the receipt of the Parent Stockholder Approval, the filing of the Certificates of Merger, Certificate of Conversion and the filings pursuant to the HSR Act and as set forth on Section 5.7(a) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by nor the consummation of the transactions contemplated hereby Parent and Merger Sub does not, and performance or any of this Agreement by Parent and Merger Sub will notits Subsidiaries will: (ia) conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of any material provision of the Organizational Documents of Parent or constitute any of its Subsidiaries; (b) require any material filing with, or the obtaining of any material consent or approval of, any Governmental Entity; (c) result in a material violation of or a material default (or an event that give rise to any right of termination, cancellation, or acceleration of material rights) under, any of the terms, conditions or provisions of any Parent Material Contract or Parent Material Lease (in each case, whether with notice or lapse without the giving of notice, the passage of time or both would become a defaultboth); (d) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant toSubsidiaries; or (e) violate in any material respect any Law, any Contract Order, or Lien applicable to which Parent or any of its Significant Subsidiaries is a party exceptSubsidiaries, as to excluding from the foregoing clauses (iib), (c), (d) and (iiie), respectivelysuch requirements, for any such conflicts, violations, breaches, violations or defaults or other occurrences which that have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by CVS of this Agreement and the consummation by Parent CVS of the transactions contemplated hereby do not and Merger Sub does not, and performance of this Agreement by Parent and Merger Sub will not: not (i) contravene, conflict with with, or violate the Parent Charter Documents, result in any violation or breach of any provision of the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentCVS, (ii) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.03, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement applicable to Parentprovision of any Applicable Law, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result assuming compliance with the matters referred to in Section 5.03, contravene, require any breach of consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) , under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation ofother change of any right or obligation or the loss of any benefit to which CVS or any of its Subsidiaries is entitled under any provision of any agreement or other instrument binding upon CVS or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of CVS and its Subsidiaries or (iv) result in the creation or imposition of a any Lien on any asset of the properties or assets of Parent CVS or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract except for such contraventions, conflicts, violations and breaches referred to which Parent or any of its Significant Subsidiaries is a party except, as to clauses in clause (ii) and for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which ) and (iv) that would notnot be reasonably expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(bEffect (ignoring, for this purpose only, clause (vi) of that definition) on CVS or materially to impair the Parent Disclosure Letter lists all consents, waivers and approvals under any ability of Parent’s or any of its Significant Subsidiaries’ Contracts required CVS to be obtained in connection with the consummation of consummate the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effectby this Agreement.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent Unusual, and Merger Sub the consummation by Unusual of the transactions contemplated by this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Unusual Notes and the Unusual Preferred Stock, including the Purchase and Sale, do not and will not: (i) contravene or conflict with with, or violate the Parent result in any violation or breach of Unusual’s Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, ; (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2assuming that all Governmental Consents have been obtained or made, conflict with or violate any material Legal Requirement Law applicable to ParentUnusual, Merger Sub or any Unusual’s Subsidiaries, any of ParentUnusual’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries stockholders or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parentresult in Unusual’s or Merger Subany of Unusual’s rights Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other Liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Governmental Consent under, any Material Contract to which Unusual or any of Unusual’s Subsidiaries or Unusual’s stockholders is a party or otherwise bound as of the Effective Date; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent Unusual or any of its Significant Subsidiaries pursuant toUnusual’s Subsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which Liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Governmental Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent and Merger Sub the consummation by Parent of the transactions contemplated by this Agreement, do not and will not: (i) contravene or conflict with with, or violate the Parent result in any violation or breach of, Parent’ Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, ; (ii) subject to compliance with assuming that all of the requirements set forth Consents contemplated by Section 4.03(c) have been obtained or made, and in Section 3.3(c) and the case of the consummation of the Merger, obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Requisite Parent Vote, conflict with or violate any material Legal Requirement Law applicable to Parent, Merger Sub Parent or any of Parent’s other Significant Subsidiaries its properties or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in Parent’ or materially impair Parent’s any of its Subsidiaries’ loss of any benefit or Merger Sub’s rights the imposition of any additional payment or materially other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a an Parent Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent ▇▇▇▇▇▇ and Merger Sub and the consummation by ▇▇▇▇▇▇ and Merger Sub of the transactions contemplated by this Agreement, do not and will not: (i) contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, Parent or Merger Sub; (ii) subject to compliance with assuming that all of the requirements set forth Consents contemplated by clauses (i) through (v) of Section 4.03(c) have been obtained or made, and in Section 3.3(c) and the case of the consummation of the Merger, obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Requisite Parent Vote, conflict with or violate any material Legal Requirement Law applicable to Parent, Parent or Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in Parent’s or Merger Sub’s rights any of its Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. The execution Assuming the receipt of all Parent Required Governmental Approvals and Purchaser Required Governmental Approvals, and the expiration of any related waiting periods, the execution, delivery of this Agreement by Parent and Merger Sub does not, and performance of this Agreement each of the Transaction Documents to which Purchaser Topco and Purchaser or any of their Affiliates is a party by Parent such Person, and Merger Sub the consummation by such Person of the transactions contemplated by the Transaction Documents, will not: not (i) violate or conflict with or violate any provision of the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Constituent Documents of any Significant Subsidiary of Parentsuch Person, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, violate or conflict with any Law or violate any material Legal Requirement Permit applicable to Parentsuch Person, Merger Sub other than immaterial violations of Law or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, Permit or (iii) result in any breach of or constitute a breach or default (or an event that which, with the giving of notice or the lapse of time time, would constitute a breach or both would become a default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of give any third party under(with or without the giving of notice, the passage of time or give to others otherwise) any rights of termination, amendmentacceleration, acceleration prepayment, redemption or cancellation of, or give rise to any loss of a material benefit or obligation to make a payment under, or result in the creation of a Lien any Encumbrance (other than Permitted Encumbrances) on any of the assets, properties or assets Equity Interests of Parent Purchaser Topco, Purchaser or any of its Significant Subsidiaries their Affiliates pursuant to, to any Contract to which Parent or any of its Significant Subsidiaries such Person is a party exceptor by which any such Person's properties or assets may be bound,, as to clauses (ii) and except in case of clause (iii), respectively, for any such conflicts, violations, breaches, defaults terminations, accelerations, cancellations, losses or other occurrences which Encumbrances that would not, individually or in the aggregate, reasonably be expected to not have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Purchaser Material Adverse Effect.

Non-Contravention. (a) The execution execution, delivery and delivery performance by Parent, Infiniti, Holdco and Merger Sub of this Agreement and the consummation by Parent Parent, Infiniti, Holdco and Merger Sub does of the Transactions do not and will not, assuming the authorizations, consents and performance of this Agreement by Parent and Merger Sub will not: approvals referred to in Section 4.03 are obtained, (i) contravene, conflict with with, or violate the Parent Charter Documents, the certificate of incorporation result in any violation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents breach of any Significant Subsidiary provision of the organizational documents of Parent, Infiniti, Holdco or Merger Sub, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2contravene, conflict with or violate result in a violation or breach of any material Legal Requirement provision of any applicable Law or Order, (iii) require any consent or other action by any Person under, constitute a default or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or of, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries Infiniti or any of their respective properties Subsidiaries is bound entitled under, any provision of any agreement or affectedother instrument binding upon Parent, Infiniti or any of their respective Subsidiaries or any governmental license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent, Infiniti and their respective Subsidiaries, or (iv) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent, Infiniti or any of their respective Subsidiaries, except, in the case of each of clauses (ii), (iii) and (iv), which have not had, and would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or a Material Adverse Effect (as defined in the Investment Agreement) or (y) an effect that would prevent, materially delay or materially impair the ability of Parent, Infiniti, Holdco or Merger Sub to perform its obligations under this Agreement or to consummate the Merger. (b) Subject to the filing of the Certificate of Merger and the Parent Charter with the Secretary of State of the State of Delaware and the receipt of the Infiniti Stockholder Approval, the execution, delivery and performance of the Investment Documents by Infiniti and the issuance and sale of the Investment Securities will not (i) conflict with, contravene or result in any breach or violation of (A) any of the terms and provisions of, or constitute a default under any of its Certificates of Incorporation or Bylaws, or (B) any provision of any applicable Law or Order, or (ii) conflict with, or constitute a default (or an event that with or without notice or lapse of time or both would become a default) under, result in the creation or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations imposition of any third party Lien, other than an Infiniti Permitted Lien, or other adverse claim upon any of the properties or assets of Infiniti or any of its Subsidiaries, require any consent or other action by any Person under, or cause, permit or give to others any rights of termination, amendment, acceleration acceleration, cancellation (with or cancellation ofwithout notice, lapse of time or result in both) or other change of any right or obligation or the creation loss of a Lien on any of the properties or assets of Parent benefit to which Infiniti or any of its Significant Subsidiaries pursuant tois entitled under, any Contract to which Parent provision of any agreement or other instrument binding upon Infiniti or any of its Significant Subsidiaries is a party or any governmental license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Infiniti or any of its Subsidiaries, except, as to in the case of each of clauses (iii)(B) and (iiiii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which have not had and would notnot reasonably be expected to have an Infiniti Material Adverse Effect, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent High Tide Parties and Merger Sub the consummation by High Tide Parties of the transactions contemplated by this Agreement, do not and will not: (i) contravene or conflict with with, or violate the Parent result in any violation or breach of, High Tide Parties’ Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, ; (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval assuming that all of the Share Issuance Consents contemplated by Parent’s stockholders as contemplated clauses (i) through (v) of Section 4.03 have been obtained or made, and in Section 5.2the case of the consummation of the Acquisition, conflict with or violate any material Legal Requirement Law applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries High Tide Parties or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parentresult in High Tide’s or Merger Sub’s rights any of its Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which High Tide or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent High Tide or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent High Tide Material Adverse Effect.

Non-Contravention. (a) The execution and execution, delivery of this Agreement by Parent and Merger Sub does not, and performance by Seller of this Agreement the Transaction Documents to which Seller is a party and the consummation by Parent Seller of the transactions contemplated thereby do not and Merger Sub will not: not (i) conflict with or violate the Parent Charter Documents, the certificate charter documents of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentSeller, (ii) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) and obtaining the approval 2.11 of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Seller Disclosure Schedule, conflict with or violate any material applicable Law or Legal Requirement applicable to ParentRequirement, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in require any breach of consent or other action by any Person under, constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, under or give rise to others any rights right of termination, amendment, cancellation or acceleration of any right or cancellation ofobligation of Seller or to a loss of any benefit to which Seller is entitled under any provision of any Seller Material Contract or any Permit or Approval affecting, or relating in any way to, the Seller Business or (iv) result in the creation or imposition of a Lien any Encumbrance on any asset of Seller or of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract to which Parent or any of its Significant Subsidiaries is a party Seller Subsidiary except, as to in the case of clauses (ii), (iii) and (iiiiv), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which matters as would not, individually or in the aggregate, reasonably be expected to have a Parent Seller Material Adverse Effect. Effect or materially impair the ability of Seller to consummate the transactions contemplated by this Agreement. (b) Except as set forth in Section 3.3(b) 2.12 of the Parent Seller Disclosure Letter lists all consentsSchedule, waivers neither the execution and approvals under any delivery of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with this Agreement nor the consummation or performance of any of the transactions contemplated herebyhereby will, whichdirectly or indirectly (with or without notice or lapse of time): (i) contravene, if individually conflict with or in the aggregate not obtained, would result in a Parent Material Adverse Effectviolation of (A) any provision of the Organizational Documents of Seller or (B) any resolution adopted by the Board of Directors or the Stockholders of Seller; (ii) contravene, conflict with or result in a violation of, or give any Governmental Entity or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which Seller, or any of the assets owned or used by Seller, may be subject; (iii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the business of, or any of the assets owned or used by, Seller ; (iv) contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Seller Contract; or (v) result in the imposition or creation of any Encumbrance on or with respect to any of the assets owned or used by Seller.

Non-Contravention. The execution and execution, delivery of this Agreement by Parent and Merger Sub does not, and performance of this Agreement and the Ancillary Agreements by Parent and Merger Sub will not: (i) conflict with or violate any Parent Subsidiaries party EXECUTION COPY thereto, and the consummation by Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or and any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval Parent Subsidiaries of the Share Issuance by Parent’s stockholders as transactions contemplated in Section 5.2this Agreement and therein, do not and will not (a) violate or conflict with or violate any material Legal Requirement applicable to Parentwith, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default under, any provision of the certificate of incorporation, by-laws or comparable governing instruments of Parent or any Parent Subsidiary, (b) violate any provision of, or constitute (or an event that with notice or lapse of time or both would become constitute) a default) default under, or materially impair Parent’s accelerate or Merger Sub’s rights permit the acceleration of the performance required by, any agreement, lease, contract, note, mortgage, indenture, instrument, arrangement or materially alter other obligation (collectively, "Contracts") to which Parent or any Parent Subsidiary is a party or by which any of them or any of their respective assets or properties are bound or subject (collectively, the "Parent Contracts"), (c) entitle any party to cancel or terminate, or result in any change in the rights or obligations of any third party under, or give to others require a consent or waiver by any rights of terminationparty to, amendmentany Parent Contract, acceleration or cancellation of, or (d) result in the creation of a Lien lien, pledge, security interest, voting trust arrangement, charge, option, restriction, claim, or other encumbrance on any of the properties equity securities, ownership interests or on the assets of Parent or any Parent Subsidiary, (e) violate any law, statute, rule, regulation, ordinance, requirement, administrative ruling, order, judgment, injunction, award, decree or process of its Significant Subsidiaries pursuant toany Governmental Entity (collectively, any Contract "Law") by which or to which any of their respective assets or properties are bound or subject, or (f) result in the loss or impairment of any Approval of or benefitting Parent or any Parent Subsidiary; except (i) in the case of its Significant Subsidiaries is a party exceptclauses (b), as to clauses (d), (e) and (f) of this Section, for such violations, defaults, accelerations, losses or impairments as, when taken together with all other such violations, defaults, accelerations, losses and impairments, could not have an International Material Adverse Effect, and (ii) in the case of clauses (b) and (iiic), respectively, for any such conflicts, violations, breachesdefaults, defaults or other occurrences which would notaccelerations, individually or cancellations, terminations of and changes in rights under the aggregateContracts, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consentsinstruments, waivers agreements and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained obligations listed in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse EffectSchedule 3.8.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by Parent and Merger Sub does not, and performance Corp of this Agreement and the consummation by Parent and Merger Sub Corp of the transactions contemplated hereby do not and will not: not (i) assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, contravene, conflict with with, or violate the Parent Charter Documents, the certificate of incorporation result in any violation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents breach of any Significant Subsidiary provision of Parentthe organizational documents of Parent and Merger Corp, (ii) subject assuming the authorizations, consents and approvals referred to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.03 are obtained, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement applicable to Parentprovision of any Law or Order, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, require any breach of consent or other action by any Person under, constitute a default (or a violation, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underdefault or a violation, under or of, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party entitled under any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent or any of its Subsidiaries, except, as to in the case of each of clauses (ii), (iii) and (iiiiv), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have (x) a Parent Material Adverse Effect. Section 3.3(bEffect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse EffectMerger.

Non-Contravention. The execution execution, delivery and delivery performance by Seller and each of the Companies of this Agreement by Parent and Merger Sub does the Ancillary Agreements and other Closing documents referenced herein to which it is a party, and the consummation of the Transactions, do not, and performance in the case of this Agreement by Parent Agreement, and Merger Sub will not: not as of the Closing, in the case of this Agreement, the Ancillary Agreements and other Closing documents referenced herein, (i) conflict with violate any provision of the Articles of Incorporation, Bylaws or violate other organizational documents of Seller or the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentPreclosing LLC Agreements, (ii) subject to compliance with assuming the requirements receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings set forth in Section on Schedule 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2), conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any the breach of of, or constitute a default under, or result in the termination, cancellation, modification or acceleration (or an event that with whether after the filing of notice or the lapse of time or both would become a defaultboth) of any right or obligation of Seller, any of its Affiliates or the Companies under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations result in a loss of any third party benefit to which Seller, any of its Affiliates, or the Companies is entitled under, or give to others any rights of termination, amendment, acceleration or cancellation ofTransferred Contract, or result in the creation of a Lien on any Encumbrance upon any of the properties Transferred Assets, or assets (iii) assuming the receipt of Parent all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedules 3.3(a) and 3.3(b), respectively, or required to be made or obtained by Buyer, to the Seller’s Knowledge, violate or result in a breach of or constitute a default under any Law to which any of Seller, any of its Significant Subsidiaries pursuant toAffiliates or the Companies is subject, or under any Contract to which Parent or any Governmental Authorization, other than, in the cases of its Significant Subsidiaries is a party except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults terminations, defaults, cancellations, accelerations, losses, violations or other occurrences which Encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) Effect or materially impair or delay the ability of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s Seller or any of the Companies to perform its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effectrespective obligations hereunder.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by Parent and Merger Sub does not, and performance of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby do not and will not: not (ia) violate or conflict with or violate result in any breach of any provision of the Parent Charter Documents, the respective certificate of incorporation or bylaws (or other similar governing documents) of Parent or Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentSub, (iib) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations contemplated by Section 5.4 have been obtained and all filings described in such Section 3.3(c) have been made and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2any waiting periods thereunder have terminated or expired, conflict with or violate any material Legal Requirement Law applicable to Parent, Parent or Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Parent or Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is are bound or affected(c) except for a consent of Parent’s existing lenders providing financing under the Debt Commitment Letters (the “Lender Consent”), require the consent, approval or authorization of, or (iii) notice to or filing with any third party with respect to, or result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair Parent’s result in the loss of a benefit or Merger Sub’s rights or materially alter a change in the rights or and obligations of any third party under, or give rise to others any rights right of termination, amendmentcancellation, amendment or acceleration or cancellation of, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or result in the creation of a Lien on any of the properties other instrument or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract obligation to which Parent or any of its Significant Subsidiaries Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties are bound, except, as to in the case of clauses (iib) and (iiic), respectively, for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right or other occurrences occurrence which would not, individually not prevent or in materially delay the aggregate, reasonably be expected ability of Parent or Merger Sub to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of consummate the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effectby this Agreement.

Non-Contravention. The execution and delivery of this Agreement by Parent LTX and Merger Sub does do not, and performance of this Agreement and consummation of the transactions contemplated by Parent this Agreement by LTX and Merger Sub will not: (i) conflict with or violate any provision of any of the Parent LTX Charter Documents, Documents or the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentSub, (ii) subject to the approvals contemplated in Section 5.2 and compliance with the requirements set forth in Section 3.3(cor disclosed pursuant to Sections 3.3(a) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.23.3(c), conflict with or violate any material Legal Requirement applicable to ParentLTX, Merger Sub or any of ParentLTX’s other Significant Subsidiaries or by which ParentLTX, Merger Sub or any of ParentLTX’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) subject to obtaining the consents set forth in Section 3.3(b) of the LTX Disclosure Schedule, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parent’s or Merger SubLTX’s rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of Parent LTX or any of its Significant Subsidiaries pursuant to, any LTX Material Contract to which Parent or any of its Significant Subsidiaries is a party (as defined in Section 3.15(a)), except, as to in the case of clauses (ii) and (iii), respectively) above, for any such conflicts, violations, breaches, defaults defaults, impairments, alterations, rights of termination, amendments, acceleration or other occurrences which would notcancellation, Liens or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consentsEffect on LTX and its Subsidiaries, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in taken as a Parent Material Adverse Effectwhole.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent the Company, and Merger Sub the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, do not and will not: (i) subject to obtaining the Requisite Company Vote, contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of the Company or any Significant Subsidiary of Parent, its Subsidiaries; (ii) subject to compliance with assuming that all Consents contemplated by clauses (i) through (iv) of Section 3.03(c) have been obtained or made and, in the requirements set forth in Section 3.3(c) and case of the consummation of the Merger, obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Requisite Company Vote, conflict with or violate any material Legal Requirement Law applicable to Parentthe Company, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parentits Subsidiaries, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parentresult in the Company’s or Merger Sub’s rights any of its Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent the Company or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain or make any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Company Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by Parent, Merger Sub and LLC Sub of this Agreement by Parent and Merger Sub does noteach other Transaction Document, and performance the consummation of this Agreement by Parent the transactions contemplated hereby do not and Merger Sub will not: not (i) conflict with or violate result in a violation or breach of, or constitute a default under, any provision contained in the Parent Charter Documentscharter or other organizational documents Parent, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parentand LLC Sub, (ii) subject to compliance conflict with or result in a violation or breach (with or without the requirements lapse of time, the giving of notice or both) of or constitute a default (with or without the lapse of time, the giving of notice or both) under, or require the consent or approval of any third party under (A) any contract, agreement, commitment, indenture, mortgage, lease, pledge, note, bond, license, permit or other instrument or obligation or (B) assuming receipt, filing or satisfaction of the Consents set forth in Section 3.3(c) and obtaining the approval 5.4, any judgment, order, decree, statute, law, rule or regulation or other restriction of the Share Issuance by Parent’s stockholders as contemplated any Governmental Authority, in Section 5.2, conflict with or violate any material Legal Requirement applicable each case to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries LLC Sub is a party or any of their respective properties by which it is bound or affectedto which any of its assets or properties are subject, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result permit any Person to terminate, modify, cancel, accelerate or declare due and payable prior to its stated maturity any material obligation of Parent, Merger Sub or LLC Sub, except in the creation case of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which ) above as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of material adverse effect on the Parent Disclosure Letter lists all consents, waivers and approvals under any ability of Parent’s or any of its Significant Subsidiaries’ Contracts required , Merger Sub and LLC Sub to be obtained in connection with the consummation of consummate the transactions contemplated hereby, which, if individually by this Agreement or in the aggregate not obtained, would result in other Transaction Documents (to the extent a Parent Material Adverse Effectparty thereto).

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub AES does not, and performance the consummation of this Agreement by Parent and Merger Sub the transactions contemplated hereby will not: (i) not violate, conflict with with, or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents result in a breach of any Significant Subsidiary of Parentprovision of, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (with or an event that with without notice or lapse of time or both would become a defaultboth) under, or materially impair Parent’s result in the termination or Merger Sub’s rights or materially alter the rights or obligations of any third party undermodification of, or give to others any rights accelerate the performance required by, or result in a right of termination, amendmentcancellation, or acceleration of any obligation or cancellation ofthe loss of a material benefit under, or result in the creation of a any Lien on upon any of the properties or assets of Parent AES or any of the AES Subsidiaries (any such violation, conflict, breach, default, right of termination, modification, cancellation or acceleration, loss or creation, a "Violation" with respect to AES, and such term when used in ARTICLE 5 hereof having a correlative meaning with respect to Teletrak) pursuant to or under (i) except as provided in Section 1.2 hereof, the articles of incorporation, by-laws or similar constituent documents of AES, (ii) subject to obtaining the AES Statutory Approvals and the receipt of the AES Shareholders' Approval, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license (collectively, "Legal Requirements") of any Governmental Authority (as defined in Section 4.4(c) hereof) applicable to AES or (iii) subject to obtaining any necessary third-party consents (the "AES Required Consents"), any note, bond, mortgage, indenture, deed of trust, license, franchise, contract, lease or other instrument or agreement (collectively, "Contracts") to which AES is a party or by which it or any of its Significant Subsidiaries pursuant toproperties or assets may be bound or affected, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to clauses (ii) and (iii), respectively, except for any such conflicts, violations, breaches, defaults or other occurrences which would Violations that could not, individually or in the aggregate, reasonably be expected to have result in a Parent AES Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s Effect or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with prevent or materially delay the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse EffectMerger.

Non-Contravention. The execution and delivery by such Seller of this Agreement and the Ancillary Documents to which such Seller is or will be a party, the performance by Parent such Seller of the Seller’s obligations under this Agreement and Merger Sub does notsuch Ancillary Documents, and performance the consummation by such Seller of the transactions contemplated by this Agreement by Parent and Merger Sub such Ancillary Documents will not: (a) violate or conflict with any provision of the Governing Documents of such Seller (if applicable); (b) require such Seller to make any filing with, or obtain any Permit from, any Governmental Authority or otherwise violate any Law or Order to which such Seller or its assets are subject; (c) result in the creation of any Encumbrance upon the Membership Interests of such Seller; or (d) except with respect to the Governing Documents of the Company (i) conflict with require any consent, approval, or violate waiver from, or the Parent Charter Documentsgiving of notice to, any third party under any Contract to which such Seller is a party or by which the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentSeller is bound, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2violate, conflict with with, result in a breach of, or violate constitute a default under, any material Legal Requirement applicable Contract to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries which such Seller is a party or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties the Seller is bound or affectedbound, or (iii) result in any breach of the acceleration, modification, cancellation, or constitute a default termination (or an event that with notice or lapse of time or both would become a default) undercreate in any other Person the right to accelerate, modify, cancel, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, terminate) any Contract to which Parent or any of its Significant Subsidiaries such Seller is a party exceptor by which the Seller is bound, as to except in the cases of clauses (iib) and (iii)d) where the violation, respectivelybreach, for any such conflictsloss, violationsconflict, breachesdefault, defaults acceleration or other occurrences which failure to give notice would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under prevent such Seller from consummating any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually by this Agreement or in the aggregate not obtained, would result in a Parent Material Adverse Effectcause any of such transactions to be rescinded following consummation.

Non-Contravention. The execution and delivery by each of ▇▇▇▇, Platform Holdco and Merger Sub of this Agreement by Parent and Merger Sub does the Ancillary Agreements to which it is a party do not, and performance the consummation of the Business Combination and the other transactions contemplated by this Agreement and such Ancillary Agreements and compliance with the provisions of this Agreement by Parent and Merger Sub such Ancillary Agreements will not: (i) conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any violation or breach of of, or constitute a default (with or an event that with without notice or lapse of time time, or both would become a defaultboth) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any Encumbrance upon any of the properties or assets Assets of Parent such party or any of its Significant Subsidiaries pursuant tounder (other than any such Encumbrance created as a result of any action taken by the Company or any of its Subsidiaries), any provision of (a) the Organizational Documents of such party, (b) any Contract to which Parent such Person or any of its Significant Subsidiaries is a party exceptor by which its Assets are bound, as or (c) subject to clauses the filings and other matters referred to in the immediately following sentence, and assuming the accuracy of the representations and warranties of the Company set forth in Article IV, any Law applicable to such party or any of its Subsidiaries or any of their respective Assets other than, in the case of clause (ii) and (iiib), respectively, for any such conflicts, violations, breachesdefaults, defaults rights, losses or other occurrences Encumbrances for which consent (or waiver) has been obtained on or prior to the date hereof or that would not, individually or in the aggregate, reasonably be expected to not have a Parent ▇▇▇▇ Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consentsNo consent, waivers and approvals under approval, Judgment, waiver or authorization of, action or nonaction by, registration, declaration or filing with, or notice to, any of Parent’s Governmental Entity is required to be obtained or made by or with respect to such party or any of its Significant Subsidiaries’ Contracts required to be obtained Subsidiaries in connection with the execution and delivery of this Agreement or the Ancillary Agreements to which it is a party or the consummation by such party of the Business Combination or the other transactions contemplated by this Agreement or such Ancillary Agreements, except for (x) the filing of a premerger notification and report form under the HSR Act, (y) the filing with the FSA of such notifications as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated herebyhereby and thereby and (z) such other consents, whichapprovals, if individually Judgments, waivers, authorizations, actions, nonactions, registrations, declarations, filings and notices the failure of which to be obtained or in the aggregate made would not obtained, would result in have a Parent ▇▇▇▇ Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by Parent, Merger Sub I and Merger Sub II of this Agreement and any Related Agreement to which Parent, Merger Sub I or Merger Sub II is a party and the consummation of the transactions by Parent Parent, Merger Sub I and Merger Sub does not, and performance II of the transactions contemplated by this Agreement by Parent do not and Merger Sub will not: not (i) conflict with or violate the Parent Charter Documentswithout notice or lapse of time, or both) (a) result in any violation or breach of any provision of the certificate of incorporation or bylaws by-laws (or similar governing documents) of Parent or the certificate of incorporation or by-laws of Merger Sub I or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentMerger Sub II, (iib) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) and obtaining the approval 4.3, result in a violation or breach of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or provision of any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affectedLaw, or (iiic) require any consent or approval under, violate, result in any breach of or constitute a default under (or an event that that, with notice or lapse of time or both both, would become a default) ), result in the cancellation, adverse amendment, right of payment, termination or acceleration of any right or obligation or the loss of any benefit to which Parent or one of its Subsidiaries is entitled under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, result in termination or give to others any rights right of termination, amendment, acceleration or cancellation termination of, or result in the creation of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract to which Parent Parent, Merger Sub I, Merger Sub II or any other Subsidiary of its Significant Subsidiaries Parent is a party exceptparty, as to or by which any of their respective properties or assets are bound, with such exceptions, in the case of each of clauses (iib) and (iii)c) above, respectively, for any such conflicts, violations, breaches, defaults or other occurrences which as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent the Company, and the consummation by the Company of the Transaction, including the Merger Sub and the Arrangement, do not and will not: : (i) subject to obtaining the Requisite Company Vote, contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of the Company or any Significant Subsidiary of Parent, its Subsidiaries; (ii) subject to compliance with assuming that all Consents contemplated by clauses (i) through (iv) of Section 4.5(c) have been obtained or made and, in the requirements set forth in Section 3.3(c) and case of the consummation of the Merger, obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Requisite Company Vote, conflict with or violate any material Legal Requirement Law applicable to Parentthe Company, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parentits Subsidiaries, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parentresult in the Company’s or Merger Sub’s rights any of its Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent the Company or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii), (iii) and (iiiiv), respectively, for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Company Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent and Merger the consummation by Parent and Acquisition Sub of the transactions contemplated by this Agreement, do not and will not: (i) contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, Parent or Acquisition Sub; (ii) subject to compliance with assuming that all of the requirements set forth Consents contemplated by clauses (i) through (v) of Section 4.03(c) have been obtained or made, and in Section 3.3(c) and the case of the consummation of the Asset Acquisition, upon the execution of the Asset Acquisition, obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Requisite Parent Vote, conflict with or violate any material Legal Requirement Law applicable to Parent, Merger Parent or Acquisition Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in Parent’s or Merger Sub’s rights any of its Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third third-party under, or give to others any third-party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notAs to each Credit Party, the execution, delivery, and performance by such Credit Party of this Agreement by Parent the Transaction Documents to which it is a party, and Merger Sub the issuance of the New Securities and the Underlying Shares and compliance with the terms and provisions thereof, do not and will not: not (i) conflict with violate any material provision of any Requirements of Law applicable to any Credit Party or violate the Parent Charter Documentsany of its Subsidiaries, the certificate or articles of incorporation incorporation, by-laws, or bylaws other organizational documents of Merger Sub any Credit Party or any other Significant Subsidiary Charter Documents of its Subsidiaries, or any order, judgment, or decree of any Significant Subsidiary court or other Governmental Authority binding on any Credit Party or any of Parentits Subsidiaries, or (ii) subject to compliance with the requirements set forth conflict with, result in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affecteda breach of, or constitute (iii) result in any breach of or constitute a default (or an event that with due notice or lapse of time or both would become both) a defaultdefault under (A) underthe Existing Secured Notes Indenture, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of Parent Existing Convertible Notes Indenture or any other Material Debt Documents or (B) any other Material Contract, except to the extent for purposes of its Significant Subsidiaries pursuant tothis clause (B), any Contract to which Parent such conflict, breach or any of its Significant Subsidiaries is a party except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not, default could not individually or in the aggregate, aggregate reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(bEffect , (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any of the Parent Disclosure Letter lists all consentsCredit Parties, waivers and approvals other than Permitted Liens, (iv) require any approval of any holder of Equity Interests of a Credit Party or any approval or consent of any Person under any Material Contract of Parent’s or any Credit Party of any of its Significant Subsidiaries’ Contracts required , other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of any Material Contract (other than the debt documents referred to be obtained in connection with subclause (ii)(A) above), for consents or approvals, the consummation of the transactions contemplated hereby, which, if failure to obtain could not individually or in the aggregate not obtained, would result in reasonably be expected to cause a Parent Material Adverse Effect, or (v) materially adversely affect any Health Care Permit.

Non-Contravention. The execution and delivery by each of this Agreement by Parent and Merger Sub does of this Agreement and the Ancillary Agreements to which Parent and/or Merger Sub are a party do not, and the performance by each of this Agreement by Parent and Merger Sub of their respective covenants and agreements under this Agreement, the Ancillary Agreements to which Parent and/or Merger Sub are a party and the consummation by each of Parent and Merger Sub of the transactions contemplated by this Agreement and the Ancillary Agreements to which Parent and/or Merger Sub are a party will not: , (i) conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2breach, conflict with or violate any material Legal Requirement provision of the certificate of incorporation, bylaws or other similar organizational documents of Parent or Merger Sub, (ii) assuming receipt of the government approvals contemplated by Section 4.3(b), conflict with or violate any Laws applicable to Parent, Parent or Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affectedassets are bound, or (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under), or materially impair Parent’s Parent or Merger Sub’s rights or materially alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets (including intangible assets) of Parent or any of its Significant Subsidiaries Merger Sub pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its Significant Subsidiaries Merger Sub is a party exceptor by which the Parent or Merger Sub or by which Parent, as to Merger Sub or any of their respective properties is bound or affected, except in the case of the preceding clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which as would not, individually or in the aggregate, not reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s prevent or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with materially delay the consummation of the transactions contemplated hereby, which, if individually Merger or the ability of Parent and Merger Sub to perform their respective covenants and obligations in the aggregate not obtained, would result in a Parent Material Adverse Effectall material respects pursuant to this Agreement.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, including the Offer, the Merger, the Financing and the other transactions contemplated by this Agreement do not and will not: (i) contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws by-laws of Parent or Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, Sub; (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval assuming that all of the Share Issuance Consents contemplated by Parent’s stockholders as contemplated in clauses (i) through (vi) of Section 5.25.02(c) have been obtained or made, conflict with or violate any material Legal Requirement Law applicable to Parent, Parent or Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in Parent’s or Merger Sub’s rights any of its Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens contemplated by the terms of the Financing or other Liens that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of material adverse effect on Parent’s or any of its Significant Subsidiaries’ Contracts required and Merger Sub’s ability to be obtained in connection with the consummation of consummate the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effectby this Agreement.

Non-Contravention. The execution execution, delivery and delivery performance by Seller and its Affiliates of this Agreement by Parent and Merger Sub does the other Acquisition Documents to which each of them is or will be a party and the consummation of the transactions contemplated hereby and thereby do not and will not, assuming compliance with the matters referred to in Section 3.3 and performance completion of this Agreement by Parent and Merger Sub will not: the Pre-Closing Reorganization in accordance with Section 2.4, (i) conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws (or equivalent governing instruments) of Merger Sub Seller, the applicable Affiliate, any Transferred Subsidiary or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentTransferred Joint Venture, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable Law, (iii) require any consent or other action by any Person under, constitute a default under or breach of, or give rise to Parentany right of termination, Merger Sub cancellation or acceleration of any right or obligation of Seller, the applicable Affiliate, any Transferred Subsidiary or, to the Knowledge of Seller, any Transferred Joint Venture, or to a loss of any benefit to which Seller, the applicable Affiliate, or any Transferred Subsidiary or, to the Knowledge of Parent’s other Significant Subsidiaries Seller, any Transferred Joint Venture is entitled under, any Material Contract or by which ParentLease, Merger Sub (iv) require a vote of, or consent by, the holders of any class or series of Parent’s other Significant Subsidiaries or any capital stock of their respective properties is bound or affectedSeller, or (iiiv) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation or imposition of a any Lien on any Acquired Asset or on any asset of any Transferred Subsidiary or, to the properties or assets Knowledge of Parent or any of its Significant Subsidiaries pursuant toSeller, any Contract to which Parent or Transferred Joint Venture, except for any Permitted Liens, with such exceptions, in the case of its Significant Subsidiaries is a party except, as to each of clauses (ii), (iii) and (iiiv), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Business Material Adverse Effect.

Non-Contravention. The execution and delivery Except as disclosed in Schedule 3.03(b) of this Agreement by Parent and Merger Sub does notthe Sphere Disclosure Letter, the execution, delivery, and performance of this Agreement by Parent Sphere and Merger Sub HVE, and the consummation by Sphere and HVE of the transactions contemplated by this Agreement, including the Acquisition, do not and will not: (i) subject to obtaining the Requisite Sphere Approval, contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, Sphere or HVE; (ii) subject to compliance with assuming that all Consents contemplated by Section 3.03(c) have been obtained or made and, in the requirements set forth in Section 3.3(c) and case of the consummation of the Acquisition, obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Requisite Sphere Approval, conflict with or violate any material Legal Requirement Law applicable to ParentSphere or HVE, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in Sphere's or materially impair Parent’s HVE's loss of any benefit or Merger Sub’s rights the imposition of any additional payment or materially other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which Sphere or HVE is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent Sphere or any of its Significant Subsidiaries pursuant toHVE, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Snap Material Adverse Effect. Section 3.3(b) The Assets listed on Schedule A constitute all of the Parent Disclosure Letter lists all consents, waivers Assets necessary to operate the Snap Business and approvals under are 100% owned by HVE and are not being transferred subject to any of Parent’s liens or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effectother restrictions.

Non-Contravention. The (a) Neither the execution and delivery of this Agreement by Parent and or any Ancillary Transaction Document to which Parent, Purchaser, Merger Sub does not, and performance of this Agreement by Parent and 1 or Merger Sub 2 is a party, nor the consummation of the Acquisition, will not: (i) conflict with or violate the Parent Charter Documentsany Laws to which Parent, the certificate of incorporation or bylaws of Purchaser, Merger Sub 1 or Merger Sub 2 is subject; (ii) violate any other Significant Subsidiary Charter provision of the Governing Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable to ParentPurchaser, Merger Sub 1 or Merger Sub 2, or any member or stockholder resolution of Parent’s other Significant Subsidiaries or by which Parent, Purchaser, Merger Sub 1 or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, Merger Sub 2; or (iii) conflict with, result in any a breach of or of, constitute a default (under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or an event that with cancel, or require any notice or lapse of time or both would become a default) consent under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation imposition of a any Lien on (other than Permitted Liens) upon any of the properties or assets of Parent Parent, Purchaser, Merger Sub 1 or Merger Sub 2 under, any agreement, contract, lease, license, instrument, or other arrangement to which Parent, Purchaser, Merger Sub 1 or Merger Sub 2 (as applicable) is a party or by which it is bound or to which any of its Significant Subsidiaries pursuant toassets is subject, any Contract to which Parent except in each case of clause (i) or any of its Significant Subsidiaries is a party except, as to clauses (ii) and (iii)) where the violation, respectivelyconflict, for any such conflictsbreach, violationsdefault, breachesacceleration, defaults termination, modification, cancellation, failure to give notice or other occurrences which obtain consent, or Lien would notnot materially delay or otherwise affect the performance under or pursuant to this Agreement, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated herebyAcquisition, whichby Parent, if individually Purchaser, Merger Sub 1 or Merger Sub 2. (b) None of Parent, Purchaser, Merger Sub 1 or Merger Sub 2 are required to provide any notice to, make any filing with, or obtain any authorization, consent, or approval from any Governmental Authority (other than customary filings with the SEC by Parent required by the Exchange Act) in order for the aggregate not obtainedParties to consummate the Acquisition other than (i) the pre-transaction notification requirements of the HSR Act and any other applicable Antitrust Law filings, would result in a Parent Material Adverse Effect(ii) the filing of the Initial Certificate of M▇▇▇▇▇ with the Secretary of State of the State of Delaware and (iii) the filing of the Subsequent Certificate of Merger with the Secretary of State of the State of Delaware.

Non-Contravention. The Subject to the receipt of the requisite approval of the Buyer Shareholder Voting Matters by the Buyer Shareholders, the filing of the Certificates of Merger and the filings pursuant to Section 8.8, and assuming the truth and accuracy of the Company’s representations and warranties contained in Section 4.1(a) and the Blocker’s representations and warranties contained in Section 5.2, neither the execution and delivery of this Agreement or any Ancillary Agreement nor the consummation of the transactions contemplated hereby or thereby by Parent and Merger Sub does not, and performance of this Agreement by Parent and Merger Sub a Buyer Party will not: (ia) conflict with or violate result in any breach of any provision of the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Governing Documents of any Significant Subsidiary Buyer Party; (b) require any filing with, or the obtaining of Parentany consent or approval of, any Governmental Entity; (iic) subject result in a violation of or a default (or give rise to compliance with the requirements set forth in Section 3.3(cany right of termination, cancellation, or acceleration) and obtaining the approval under, any of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2terms, conflict with conditions or violate provisions of any material Legal Requirement applicable note, mortgage, other evidence of indebtedness, guarantee, license agreement, lease or other Contract to Parent, Merger Sub or which any of Parent’s other Significant Subsidiaries Buyer Party is a party or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries Buyer Party or any of their respective properties is bound or affected, or assets may be bound; (iiid) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of Parent any Buyer Party; or any of its Significant Subsidiaries pursuant to, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to clauses (iie) and (iii), respectively, except for any such conflicts, violations, breaches, defaults or other occurrences violations which would not, individually not prevent or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with delay the consummation of the transactions contemplated hereby, whichviolate in any material respect any Law, if individually Order, or in Lien applicable to any Buyer Party, excluding from the aggregate foregoing clauses (b), (c) and (e), such requirements, violations or defaults which would not obtainedreasonably be expected to be material to the Buyer Parties, would result in taken as a Parent Material Adverse Effectwhole, or affect any Buyer Parties’ ability to perform its obligations under this Agreement and the Ancillary Agreements or to consummate the transactions contemplated hereby or thereby. The Buyer Required Vote is the only vote of the holders of any class or series of the Buyer capital stock necessary to approve the transactions contemplated by this Agreement and any Ancillary Agreement.

Non-Contravention. The execution and execution, delivery of this Agreement by Parent and Merger Sub does not, and performance of this Agreement and the Ancillary Agreements by Parent Purchaser, and Merger Sub will not: (i) conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval consummation by Purchaser of the Share Issuance by Parent’s stockholders as transactions contemplated in Section 5.2this Agreement and therein, do not and will not (a) violate or conflict with or violate any material Legal Requirement applicable to Parentwith, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default under, any provision of the statuts or comparable governing instruments of Purchaser or any of its Subsidiaries, (b) violate any provision of, or constitute (or an event that with notice or lapse of time or both would become constitute) a default) default under, or materially impair Parent’s accelerate or Merger Sub’s rights permit the acceleration of the performance required by, any Contracts to which Purchaser or materially alter any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties are bound or subject (collectively, the "Purchaser Contracts"), (c) entitle any party to cancel or terminate, or result in any change in the rights or obligations of any third party under, or give to others require a consent or waiver by any rights of terminationparty to, amendmentany Purchaser Contract, acceleration or cancellation of, or (d) result in the creation of a Lien lien, pledge, security interest, voting trust arrangement, charge, option, restriction, claim, or other encumbrance on any of the properties equity securities, ownership interests or on the assets of Parent Purchaser or any of its Significant Subsidiaries pursuant toSubsidiaries, (e) violate any Contract Law, by which or to which Parent any of their respective assets or properties are bound or subject, or (f) result in the loss or impairment of any Approval of or benefitting Purchaser or any of its Significant Subsidiaries is Subsidiaries; except (i) in the case of clauses (b), (d), (e) and (f) of this Section, for such violations, defaults, accelerations, losses or impairments as, when taken together with all other such violations, defaults, accelerations, losses and impairments, could not have a party exceptPurchaser Material Adverse Effect, as to clauses and (ii) in the case of clauses (b) and (iiic), respectively, for any such conflicts, violations, breachesdefaults, defaults or other occurrences which would notaccelerations, individually or cancellations, terminations of and changes in rights under the aggregateContracts, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consentsinstruments, waivers agreements and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained obligations listed in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse EffectSchedule 2.7.

Non-Contravention. The execution execution, delivery and delivery performance of this Agreement the Parent/Merger Sub Transaction Documents by Parent and Merger Sub does not, and performance of this Agreement the consummation by Parent and Merger Sub of the transactions contemplated by the Parent/Merger Sub Transaction Documents, do not and will not: , directly or indirectly (with or without notice or the passage of time or both): (i) contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws by-laws of Parent or Merger Sub or any other Significant Subsidiary Charter Documents effective resolutions of the board of directors (or equivalent body), any Significant Subsidiary committee thereof, or the stockholders (or equivalent body) of ParentParent or Merger Sub, as applicable; (ii) subject to compliance with the requirements set forth in clauses (i)-(iv) of Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.02(c), conflict with or violate any material Legal Requirement Law applicable to Parent, Parent or Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation ofcancellation, or require any Consent under any Contract to which Parent or its Subsidiaries, including Merger Sub, are a party or otherwise bound; or (iv) result in the creation of a any Lien (other than Permitted Liens) on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant toMerger Sub, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii), (iii) and (iiiiv), respectively, for any such conflicts, violations, breaches, defaults defaults, terminations, amendments, accelerations, cancellations or other occurrences which Liens, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of material adverse effect on Parent’s or any of its Significant Subsidiaries’ Contracts required and Merger Sub’s ability to be obtained in connection with the consummation of consummate the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effectby this Agreement.

Non-Contravention. The Neither the execution and delivery by Parent of this Agreement nor the consummation by Parent and Merger Sub does not, and performance of this Agreement by Parent and Merger Sub will notthe transactions contemplated hereby in accordance with the terms hereof will: (i) conflict with or violate result in a breach of any provisions of Certificate of Incorporation or Bylaws of Parent, or the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parentits subsidiaries, or any Entity Agreements to which it or any of its subsidiaries is a party; (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders except as contemplated by Section 1.6, result in Section 5.2a breach or violation of, conflict with a default under, the triggering of any payment or violate other material obligations pursuant to, the acceleration of vesting under, or any material Legal Requirement applicable grant or award pursuant to Parentany stock option, Merger Sub stock purchase, stock appreciation or similar plan of Parent or any of Parent’s other Significant Subsidiaries its subsidiaries or by which Parent, Merger Sub or of any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, Parent Benefit Plan; or (iii) violate, or conflict with, or result in any a breach of any provision of, or constitute a default (or an event that which, with notice or lapse of time or both both, would become constitute a default) under, or materially impair Parent’s result in the termination (or Merger Sub’s rights a right of termination or materially alter the rights or obligations of any third party undercancellation) of, or give to others any rights of termination, amendment, acceleration or cancellation ofaccelerate the performance required by, or result in the creation of a Lien on any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or its subsidiaries under, or result in being declared void, voidable or without further binding effect any of its Significant Subsidiaries pursuant tothe terms, conditions or provisions of, any Contract note, bond, mortgage, indenture or deed of trust or any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which Parent or any of its Significant Subsidiaries subsidiaries is a party exceptparty, as to clauses (ii) and (iii)or by which Parent or any of its subsidiaries or any of their properties is bound or affected, respectively, except for any such conflicts, violations, breaches, defaults or other occurrences which would notof the foregoing matters which, individually or in the aggregate, reasonably be expected to would not have a Parent Material Adverse Effect. Section 3.3(b) Effect or which are contemplated to occur by the other provisions of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effectthis Agreement.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does do not, and performance the consummation of this Agreement by Parent the transactions contemplated hereby and Merger Sub thereby will not: , violate, conflict with or result in a breach of any provision of, or constitute a default (with or without notice or lapse of time or both) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets (any such violation, conflict, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation") of Parent or any of its Subsidiaries, under any provisions of: (i) conflict with or violate the Parent Charter Documentslimited partnership agreement, the certificate of incorporation limited partnership, articles of incorporation, bylaws or bylaws similar governing documents of Merger Sub Parent or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, its Subsidiaries; (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval Parent Required Statutory Approvals, any statute, law, ordinance, rule, regulation, judgment, decree, order or injunction of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement Governmental Authority applicable to Parent, Merger Sub Parent or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant its Subsidiaries or any of their respective properties is bound or affected, assets or business as presently conducted; (iii) result in any breach note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or constitute a default (other instrument, obligation or an event that with notice or lapse of time or both would become a default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations agreement of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract kind to which Parent or any of its Significant Subsidiaries is now a party exceptor by which it or any of its properties or assets may be bound or affected; excluding from the foregoing clauses (i), as to clauses (ii) and (iii), respectively, for any ) such conflicts, violations, breaches, defaults or other occurrences which Violations as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. The execution Assuming the receipt of all Parent Required Governmental Approvals and Purchaser Required Governmental Approvals, and the expiration of any related waiting periods, the execution, delivery of this Agreement by Parent and Merger Sub does not, and performance of this Agreement each of the Transaction Documents to which Purchaser Topco and Purchaser or any of their Affiliates is a party by Parent such Person, and Merger Sub the consummation by such Person of the transactions contemplated by the Transaction Documents, will not: not (i) violate or conflict with or violate any provision of the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Constituent Documents of any Significant Subsidiary of Parentsuch Person, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, violate or conflict with any Law or violate any material Legal Requirement Permit applicable to Parentsuch Person, Merger Sub other than immaterial violations of Law or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, Permit or (iii) result in any breach of or constitute a breach or default (or an event that which, with the giving of notice or the lapse of time time, would constitute a breach or both would become a default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of give any third party under(with or without the giving of notice, the passage of time or give to others otherwise) any rights of termination, amendmentacceleration, acceleration prepayment, redemption or cancellation of, or give rise to any loss of a material benefit or obligation to make a payment under, or result in the creation of a Lien any Encumbrance (other than Permitted Encumbrances) on any of the assets, properties or assets Equity Interests of Parent Purchaser Topco, Purchaser or any of its Significant Subsidiaries their Affiliates pursuant to, to any Contract to which Parent or any of its Significant Subsidiaries such Person is a party exceptor by which any such Person’s properties or assets may be bound, as to clauses (ii) and except in case of clause (iii), respectively, for any such conflicts, violations, breaches, defaults terminations, accelerations, cancellations, losses or other occurrences which Encumbrances that would not, individually or in the aggregate, reasonably be expected to not have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Purchaser Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by P▇▇▇▇▇ and Merger Subs and the consummation by Parent and Merger Sub Subs of the transactions contemplated by this Agreement, do not and will not: (i) contravene or conflict with with, or violate result in any violation or breach of, Parent’s or either of the Parent Merger Subs’ Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, ; (ii) subject to compliance with assuming that all of the requirements set forth Consents contemplated by clauses (i) through (v) of Section 4.03(c) have been obtained or made, and in Section 3.3(c) and the case of the consummation of the First Merger, obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Requisite Parent Vote, conflict with or violate any material Legal Requirement Law applicable to Parent, Parent or either of the Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries Subs or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in Parent’s or Merger Sub’s rights any of its Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain or make any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. The execution Except as set forth on Section 5.05 of the Company Disclosure Schedule, the execution, delivery and delivery performance by each of Parent, Merger Sub and Sister Sub of this Agreement and the Ancillary Agreements to which it is a party and the consummation of by Parent and each of Parent, Merger Sub does not, and performance Sister Sub of this Agreement by Parent the transactions contemplated hereby and Merger Sub thereby do not and will not: not (i) conflict with or violate assuming the Parent Charter DocumentsShareholder Approval is received, contravene, conflict with, or result in any violation or breach of any provision of the Parent Articles of Incorporation, the certificate Parent Bylaws or Parent’s other organizational documents or the organizational documents of incorporation or bylaws any of the Parent’s Subsidiaries (including Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parentand Sister Sub), (ii) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) 3.03 and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.03, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement provision of any Applicable Law applicable to ParentParent or its Subsidiaries, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result assuming compliance with the matters referred to in Section 3.03 and Section 5.03, (A) require any breach of or Consent by any Person, (B) constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a defaultdefault or (C) under, cause or materially impair Parent’s or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation ofthe loss of any benefit to which Parent, Merger Sub, Sister Sub or any of their respective Subsidiaries is entitled, in each case of subclauses (A) through (C), under any provision of any Contract binding upon Parent, Merger Sub, Sister Sub or any of the respective Subsidiaries or any material permit relating to Parent, any of its Subsidiaries, or any of their respective businesses, or (iv) result in the creation or imposition of a any Lien on any of the properties or assets asset of Parent or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as with respect to clauses (ii) and (iii), respectively, for any such contraventions, conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, reasonably be expected to materially delay the consummation of the Merger Transactions or to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does not, and performance of this Agreement and the Plan of Merger, the performance by Parent and Merger Sub will not: (i) conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound covenants and obligations under this Agreement and the Plan of Merger and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement and the Plan of Merger do not and will not (a) violate or affectedconflict with any provision of the memorandum and articles of association of Parent or Merger Sub, (b) violate, conflict with, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter result in the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent, Merger Sub or any of their properties or assets may be bound, (c) assuming the Consents referred to in Section 3.5 of the Company Disclosure Letter are obtained or made, violate or conflict with any Law or Order applicable to Parent or Merger Sub or by which any of their properties or assets are bound or (d) result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of Parent or any Merger Sub, except in the case of its Significant Subsidiaries pursuant to, any Contract to which Parent or any each of its Significant Subsidiaries is a party except, as to clauses (iib), (c) and (iii), respectivelyd) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences Liens which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s prevent or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with materially delay the consummation by Parent and Merger Sub of the transactions contemplated hereby, which, if individually hereby or in the aggregate not obtained, would result in a performance by Parent Material Adverse Effectand Merger Sub of their respective covenants and obligations hereunder.

Non-Contravention. The execution and delivery Except as otherwise indicated in Section 4.03(b) of this Agreement by the Parent and Merger Sub does notDisclosure Schedules, the execution, delivery, and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, do not and will not: (i) subject to obtaining the Requisite Parent Vote and the Requisite Merger Sub Vote, contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, Parent or Merger Sub; (ii) subject to compliance with assuming that all of the requirements set forth Consents contemplated by clauses (i) through (vi) of Section 4.03(c) have been obtained or made, and in Section 3.3(c) and the case of the consummation of the Merger, obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Requisite Parent Vote, conflict with or violate any material Legal Requirement Law applicable to Parent, Parent or Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) assuming the termination of the Parent Credit Facility and Parent PPP Loan contemplated by Section 6.03(c), result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in Parent’s or Merger Sub’s rights any of its Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Encumbrances) on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. The execution and Neither the execution, delivery of this Agreement by Parent and Merger Sub does not, and performance of this Agreement Agreement, nor the consummation of each of the Merger Transactions and the other transactions contemplated hereby by Parent IFOA and each of the Merger Sub Subsidiaries, as applicable, will not: (i) conflict with violate any law, regulation, rule, judgement, order, decree, stipulation, injunction or violate other restriction of any government, government agency or regulatory authority, or any order of any court to which IFOA, any of the Parent Charter Documents, Merger Subsidiaries or any of the certificate Acquiror Shares are subject or any provision of the articles of incorporation or bylaws by-laws or similar governing rules or documents of Merger Sub IFOA or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parentthe Merger Subsidiaries, as the case may be, (ii) subject conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval accelerate, terminate, modify or cancel, or require any notice under any law, regulation or rule or under any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement, mortgage or instrument of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with indebtedness or violate under any material Legal Requirement applicable other arrangement to Parent, Merger Sub which IFOA or any of Parent’s other Significant Subsidiaries the Merger Subsidiaries, as the case may be, is a party or by which Parent, Merger Sub IFOA or any of Parent’s other Significant Subsidiaries the Merger Subsidiaries, as the case may be or any of their respective properties is the Acquiror Shares are bound or affectedto which IFOA or any of the Merger Subsidiaries, as the case may be, or any of the Acquiror Shares is subject (iii) nor result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations this imposition of any third party underlien, encumbrance, claim or give security interest in, to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on affecting any of the properties or assets of Parent IFOA or any of its Significant Subsidiaries the Merger Subsidiaries, as the case may be (except for those assets being acquired by Messrs. Knight and Salmen pursuant to, any Contract to the Spin-Off Agreement with respect to which Parent any su▇▇ ▇▇▇n, encumbrance, claim or security interest is being assumed by them), or any of its Significant Subsidiaries is a party except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectAcquiror Shares. Section 3.3(b) None of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s IFOA or any of its Significant the Merger Subsidiaries’ Contracts , as the case may be, is required to be obtained furnish any notice to, make any filing with, or obtain any authorization, consent or approval of any federal, state or local government or governmental agency or regulatory authority in connection with the consummation order for IFOA or any of the Merger Subsidiaries, as the case may be, to execute, deliver and perform this Agreement and to consummate the Merger Transactions and the other transactions contemplated herebyby this Agreement nor would the failure to do so have a material adverse effect on the ability of IFOA or any of the Merger Subsidiaries, whichas the case may be, if individually to consummate the Merger Transactions or in the aggregate not obtained, would result in a Parent Material Adverse Effectother transactions contemplated by this Agreement or have an adverse affect on any of the Acquiror Shares.

Non-Contravention. The execution and delivery by Parent of this Agreement MoU, the compliance by Parent with all of the provisions of and Merger Sub does notthe performance by Parent of its obligations under this MoU, and performance the consummation of this Agreement by Parent and Merger Sub will not: (i) conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentOffer, (iia) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, will not conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation violation of, or result in any acceleration of any rights or obligations or the payment of any penalty under or the creation of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries (with or without the giving of notice or the lapse of time or both), other than Permitted Liens, pursuant to, or permit any Contract other party any right to terminate, accelerate or cancel, or otherwise constitute a default under, any provision of any material Contract, or result in any change in the rights or obligations of any party under any material Contract, in each case to which Parent is a party or by which Parent or any of its Significant Subsidiaries assets is a party exceptbound, as (b) will not violate or conflict with any Permit issued to clauses Parent (ii) assuming receipt by the Company of all authorizations, consents, Permits and (iiiapprovals required in connection with the Offer), respectively(c) will not violate or conflict in any material respect with the Organizational Documents of Parent, or (d) assuming all authorizations, waivers, consents, filings, registrations and approvals described in ‎Section 5.4 have been obtained, made or given, will not violate or conflict with any applicable Law, except (in the case of clauses ‎(a), ‎(b), and ‎(d)) for any such conflicts, breaches, violations, breachesdefaults, defaults payments, accelerations, creations, permissions or other occurrences which would notchanges that, individually or in the aggregate, have not resulted and are not reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does do not, and performance the consummation of the Merger and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement by Parent and Merger Sub will not: , in the case of each of the following clauses (i), (ii), and (iii), assuming compliance with the matters and requirements referred to in Section 4.03(b)(i): (i) violate or conflict with the organizational documents of Parent or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, Sub; (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, violate or conflict with or violate any material Legal Requirement Law applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, assets; or (iii) violate, conflict with or result in any a breach of or of, constitute a default (or an event that that, with notice or lapse of time or both both, would become constitute a default) under or give rise to any obligation to obtain any third-party consent or provide any notice to any person under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties terms, conditions or assets provisions of Parent any Governmental Authorization or any of its Significant Subsidiaries pursuant to, any Contract to which Parent or any of its Significant Subsidiaries Merger Sub is a party except, as with respect to clauses (ii) and (iii), respectivelysuch violations, for any such conflicts, violations, breaches, defaults defaults, consents or notices that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) No declaration, action by, filing or registration with, or notice to, or authorization, permit, consent or approval, of any Governmental Authority is required to be obtained or made by or with respect to Parent or Merger Sub in connection with the execution and delivery of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Merger or the other occurrences which transactions contemplated by this Agreement, including the Debt Financing, except (i) (A) for the filing of a premerger notification and report form by Parent and Merger Sub under the HSR Act and the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under any Foreign Merger Control Laws, (B) for the submission of a Joint Notice to CFIUS pursuant to Exon-▇▇▇▇▇▇, (C) as may be required by the Securities Act, the Exchange Act and the rules and regulations thereunder and state securities, takeover and “blue sky” laws, (D) for the filing of the Articles of Merger with the SCC and the issuance of a certificate of merger by the SCC pursuant to the VSCA; or (ii) where the failure to make such declaration, filing or registration or notifications to obtain such authorization, permits, consents or approvals, would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. The execution (a) Violations and delivery of this Agreement by Parent and Merger Sub does not, and performance of this Agreement by Parent and Merger Sub will not: (i) conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval Defaults. None of the Share Issuance execution, delivery or performance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub I or Merger Sub II of this Agreement, or any of Parent’s the other Significant Subsidiaries agreements contemplated by this Agreement, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by which Parent, Merger Sub I or Merger Sub II with any of Parent’s other Significant Subsidiaries the provisions hereof or any of their respective properties is bound or affectedthereof will conflict with, or (iii) result in any breach violation of or constitute a default (with or an event that with without notice or lapse of time time, or both would become a defaultboth) under, or materially impair Parent’s give rise to a right of termination, modification, amendment, suspension, cancellation or Merger Sub’s rights or materially alter the rights or obligations acceleration of any third party obligation or to loss of a material benefit under, or give rise to others any obligation of Parent, Merger Sub I or Merger Sub II to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of termination, amendment, acceleration or cancellation ofany Person under, or result in the creation of a Lien on any Encumbrances upon any of the properties or assets of Parent Parent, Merger Sub I or Merger Sub II under, any provision of (i) the organizational documents of Parent, Merger Sub I or Merger Sub II, (ii) any Contract or Permit to which Parent, Merger Sub I or Merger Sub II is a party or by which any of the properties or assets of Parent, Merger Sub I or Merger Sub II are bound, (iii) any Order applicable to Parent, Merger Sub I or Merger Sub II or any of its Significant Subsidiaries pursuant tothe properties or assets of Parent, Merger Sub I or Merger Sub II or (iv) any Contract to which Parent or any applicable Law, except in the case of its Significant Subsidiaries is a party except, as to clauses (ii) and ), (iii), respectively, ) or (iv) above for any such conflicts, violations, breachesdefaults, defaults rights, obligations, losses, payments, entitlements or other occurrences which Encumbrances that would notnot be reasonably likely to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance of this the Transaction Agreement and the Ancillary Agreements by Parent and Merger Sub does notany Parent Subsidiaries party thereto, and performance of this Agreement the consummation by Parent and Merger Sub will not: (i) conflict with or violate the any Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval Subsidiaries of the Share Issuance by Parent’s stockholders as transactions contemplated in Section 5.2the Transaction Agreement and therein, do not and will not (a) violate or conflict with or violate any material Legal Requirement applicable to Parentwith, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default under, any provision of the certificate of incorporation, by-laws or comparable governing instruments of Parent or any Parent Subsidiary, (b) violate any provision of, or constitute (or an event that with notice or lapse of time or both would become constitute) a default) default under, or materially impair Parent’s accelerate or Merger Sub’s rights permit the 57 acceleration of the performance required by, any agreement, lease, contract, note, mortgage, indenture, instrument, arrangement or materially alter other obligation (collectively, "Contracts") to which Parent or any Parent Subsidiary is a party or by which any of them or any of their respective assets or properties are bound or subject (collectively, the "Parent Contracts"), (c) entitle any party to cancel or terminate, or result in any change in the rights or obligations of any third party under, or give to others require a consent or waiver by any rights of terminationparty to, amendmentany Parent Contract, acceleration or cancellation of, or (d) result in the creation of a Lien lien, pledge, security interest, voting trust arrangement, charge, option, restriction, claim, or other encumbrance on any of the properties equity securities, ownership interests or on the assets of Parent or any Parent Subsidiary, (e) violate any law, statute, rule, regulation, ordinance, requirement, administrative ruling, order, judgment, injunction, award, decree or process of its Significant Subsidiaries pursuant toany Governmental Entity (collectively, any Contract "Law") by which or to which any of their respective assets or properties are bound or subject, or (f) result in the loss or impairment of any Approval of or benefitting Parent or any Parent Subsidiary; except (i) in the case of its Significant Subsidiaries is a party exceptclauses (b), as to clauses (d), (e) and (f) of this Section, for such violations, defaults, accelerations, losses or impairments as, when taken together with all other such violations, defaults, accelerations, losses and impairments, could not have an International Material Adverse Effect, and (ii) in the case of clauses (b) and (iiic), respectively, for any such conflicts, violations, breachesdefaults, defaults or other occurrences which would notaccelerations, individually or cancellations, terminations of and changes in rights under the aggregateContracts, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consentsinstruments, waivers agreements and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained obligations listed in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse EffectSchedule 1.8.

Non-Contravention. The execution and execution, delivery of this Agreement by Parent and Merger Sub does not, and performance of this Agreement by the Transaction Documents to which the Parent and the Merger Sub are, or will be, a party, and the consummation by the Parent and the Merger Sub of the Transactions (subject to the receipt of the Requisite Parent Vote) does not and will not: (ia) conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or violate (with or without the giving of notice, or the passage of time or both) any provision of the Organizational Documents of the Parent or the Merger Sub; (b) conflict with or result in any breach of or violate or constitute a default (or an event that with the giving of notice or lapse the passage of time or both would become give rise to a default) under, give rise to any right of termination, cancellation, modification, amendment, revocation, suspension or acceleration (with or without the giving of notice, or the passage of time or both) under, materially impair Parent’s or Merger Sub’s rights or materially alter the rights of the Merger Sub or obligations any of any third party the assets of the Merger Sub under, or give rise to others any rights preferential purchase right, right of terminationfirst refusal, amendmentright of first offer or similar right under, acceleration any of the terms, conditions or cancellation ofprovisions of any Contract to which the Merger Sub is a party or by which any property or asset of the Merger Sub is bound or affected; (c) assuming compliance with the matters referred to in Section 4.4, conflict with or violate any Law to which the Merger Sub is subject or by which any of the Merger Sub’s properties or assets is bound; (d) constitute (with or without the giving of notice or the passage of time or both) an event which would result in the creation of any Lien (other than Permitted Liens) on any asset of the Merger Sub; or (e) assuming compliance with the matters referred to in Section 4.4, contravene, conflict with, or result in a Lien on violation of any of the properties terms or assets of Parent requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Permit that is held by the Merger Sub, or that otherwise relates to the business of, or any of its Significant Subsidiaries pursuant tothe assets owned or used by, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse EffectMerger Sub.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does not, and performance of this Agreement Agreement, the Ancillary Agreements to which it is, or is specified to be, a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby do not and will not: not (ia) contravene, violate or conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) of any provision of the articles of incorporation or bylaws or other organizational documents of Parent or the articles of association of Merger Sub, (b) contravene, violate, conflict with, or result in the breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter result in the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, result in a loss of a material benefit under, give rise to increased, additional, accelerated or guaranteed rights or entitlements of any Person under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent, Merger Sub or any of their properties or assets may be bound, (c) assuming the Approvals referred to in Section 3.5 and Section 4.4 are obtained or made, violate or conflict with any Law or Order applicable to Parent or Merger Sub or by which any of their properties or assets are bound or (d) result in the creation of a any Lien on upon any of the properties or assets of Parent or any Merger Sub, except in the case of its Significant Subsidiaries pursuant to, any Contract to which Parent or any each of its Significant Subsidiaries is a party except, as to clauses (iib) and (iii), respectivelyd) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences Liens which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s prevent or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with materially impair or delay the consummation by Parent and Merger Sub of the transactions contemplated hereby, which, if individually hereby or in the aggregate not obtained, would result in a performance by Parent Material Adverse Effectand Merger Sub of their respective covenants and obligations hereunder.

Non-Contravention. The execution and delivery Except as disclosed in Schedule 3.03(b) of this Agreement by Parent and Merger Sub does notDHC Disclosure Letter, the execution, delivery, and performance of this Agreement by Parent DHC, and Merger Sub the consummation by DHC of the transactions contemplated by this Agreement, including the Merger, do not and will not: (i) subject to obtaining the Requisite DHC Approval, contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, DHC; (ii) subject to compliance with assuming that all Consents contemplated by clauses (i) through (v) of Section ‎3.03(c) have been obtained or made and, in the requirements set forth in Section 3.3(c) and case of the consummation of the Merger, obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Requisite DHC Approval, conflict with or violate any material Legal Requirement Law applicable to ParentDHC, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in DHC’s loss of any benefit or materially impair Parent’s the imposition of any additional payment or Merger Sub’s rights other liability under, or materially alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which DHC is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant toDHC, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent DHC Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent J▇▇▇▇▇▇▇▇, and Merger Sub the consummation by J▇▇▇▇▇▇▇▇ of the transactions contemplated by this Agreement, including the Acquisition, do not and will not: (i) subject to obtaining the Requisite Jantibody Approval, contravene or conflict with with, or violate result in any violation or breach of, the Parent Jantibody Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, ; (ii) subject to compliance with assuming that all Consents contemplated by Section 3.03(c) have been obtained or made and, in the requirements set forth in Section 3.3(c) and case of the consummation of the Acquisition, obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Requisite Jantibody Approval, conflict with or violate any material Legal Requirement Law applicable to ParentJantibody, Merger Sub or any of Parent’s other Significant Subsidiaries its properties or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in Jantibody’s loss of any benefit or materially impair Parent’s the imposition of any additional payment or Merger Sub’s rights other Liability under, or materially alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any contract to which Jantibody is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien any liens, restrictions, security interests, claims, rights of another or other encumbrances (collectively, “Liens”) (other than Permitted Liens, as defined below) on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant toJantibody, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a Jantibody Material Adverse Effect. For purposes of this Agreement, (A) “Liability” means, with respect to any Person, any liability or obligation of such Person, whether known or unknown, whether asserted or unasserted, whether determined, determinable or otherwise, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, whether due or to become due, and whether or not required under generally accepted accounting principles (“GAAP”) to be accrued on the financial statements of such Person, and (B) “Permitted Liens” means (1) statutory Liens for current Taxes (as defined below) or other governmental charges not yet due and payable or the amount or validity of which would is being contested in good faith by appropriate proceedings by J▇▇▇▇▇▇▇▇, (2) mechanic’s, carriers’, workers’, repairers’ and similar statutory Liens arising or incurred in the ordinary course of business for amounts which are not delinquent and which are not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(bsignificant, (3) of Liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, and (4) restrictions on transfer under the Parent Disclosure Letter lists all consents, waivers Jantibody Charter Documents or applicable federal and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effectstate securities Laws.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, do not and will not: (i) contravene or conflict with with, or violate the Parent result in any violation or breach of, Parent’s or Merger Sub’s Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, ; (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval assuming that all of the Share Issuance Consents contemplated by Parent’s stockholders as contemplated clauses (i) through (v) of Section 4.03 have been obtained or made, and in Section 5.2the case of the consummation of the Merger, conflict with or violate any material Legal Requirement Law applicable to Parent, Parent or Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in Parent’s or Merger Sub’s rights any of its Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by each Parent Party and Merger Sub the consummation by each Parent Party of the transactions contemplated by this Agreement, do not and will not: (i) contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, Parent Party; (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval assuming that all of the Share Issuance Consents contemplated by Parent’s stockholders as contemplated clauses (i) through (v) of Section 4.03(c) have been obtained or made, and in Section 5.2the case of the consummation of the Merger, conflict with or violate any material Legal Requirement Law applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries Parent Party or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parentresult in any each Parent Party’s or Merger Sub’s rights any of their Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which a Parent Party or any of their Subsidiaries is a party or otherwise bound as of the Agreement Date; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of any Parent Party or any of its Significant Subsidiaries pursuant to, any Contract to which Parent or any of its Significant Subsidiaries is a party their Subsidiaries; except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. The execution and delivery by Parent of this Agreement by Parent and Merger Sub does the other agreements contemplated hereby do not, and performance the consummation of the Merger and the other transactions contemplated by this Agreement and thereby and compliance with the provisions of this Agreement by Parent and Merger Sub the other agreements contemplated hereby will not: (i) conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any violation or breach of of, or constitute a default (with or an event that with without notice or lapse of time time, or both would become a defaultboth) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, or give rise to others any rights a right of termination, amendment, cancellation or acceleration of any obligation or cancellation ofto the loss of a benefit under, or result in the creation of a any Lien on upon any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant tounder (other than any such Lien created as a result of any action taken by the Company), any provision of (a) the Parent Certificate of Incorporation, the Parent Bylaws or the comparable organizational documents of any of its Subsidiaries, or (b) subject to the filings and other matters referred to in the immediately following sentence, and assuming the accuracy of the representations and warranties of the Company set forth in Article 3, (i) any Contract to which Parent or any of its Significant Subsidiaries is a party exceptor by which any of their respective properties or assets are bound, as to clauses (ii) and any Law or Order, in each case applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (iii)) any Authorizations of Parent or its Subsidiaries, respectivelyother than, for in the case of clause (b) above, any such conflicts, violations, breachesdefaults, defaults rights, losses or other occurrences which Liens that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the No Authorization, Order, waiver of, action or nonaction by, or filing with, or notice to, any Governmental Authority is required to be obtained or made by or with respect to Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained Subsidiaries in connection with the execution and delivery of this Agreement and the other agreements contemplated hereby by Parent or the consummation by Parent of the Merger or the other transactions contemplated herebyby this Agreement, whichexcept for (A) such filings and other actions required under applicable Canadian Securities Laws and the U.S. Securities Laws (including any state or provincial securities Laws) and the rules and policies of the NYSE, if individually in each case, as are contemplated by this Agreement, including the filing with the SEC of the Joint Information Statement/Circular and Form S-4, (B) the Required Regulatory Approvals, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (D) any Permits and filings and notifications with respect to which the failure to obtain or in make the aggregate same would not obtainedreasonably be expected to be material to Parent and its Subsidiaries, would result in taken as a Parent Material Adverse Effectwhole, or could not reasonably be expected to prevent or significantly impede or materially delay the completion of the Arrangement or the Merger.

Non-Contravention. The execution and delivery by Parent of this Agreement MoU, the compliance by Parent with all of the provisions of and Merger Sub does notthe performance by Parent of its obligations under this MoU, and performance the consummation of this Agreement by Parent and Merger Sub will not: (i) conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentOffer, (iia) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, will not conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation violation of, or result in any acceleration of any rights or obligations or the payment of any penalty under or the creation of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries (with or without the giving of notice or the lapse of time or both), other than Permitted Liens, pursuant to, or permit any Contract other party any right to terminate, accelerate or cancel, or otherwise constitute a default under, any provision of any material Contract, or result in any change in the rights or obligations of any party under any material Contract, in each case to which Parent is a party or by which Parent or any of its Significant Subsidiaries assets is a party exceptbound, as (b) will not violate or conflict with any Permit issued to clauses Parent (ii) assuming receipt by the Company of all authorizations, consents, Permits and (iiiapprovals required in connection with the Offer), respectively(c) will not violate or conflict in any material respect with the Organizational Documents of Parent, or (d) assuming all authorizations, waivers, consents, filings, registrations and approvals described in ‎Section 4.4 have been obtained, made or given, will not violate or conflict with any applicable Law, except (in the case of clauses ‎(a), ‎(b), and ‎(d)) for any such conflicts, breaches, violations, breachesdefaults, defaults payments, accelerations, creations, permissions or other occurrences which would notchanges that, individually or in the aggregate, have not resulted and are not reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.