Common use of Authority for Agreement; No Conflict Clause in Contracts

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been, and the Ancillary Agreements when executed at the Initial Closing will be, duly executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable in accordance with their respective terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors’ rights and subject to a court’s discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. The execution and delivery of this Agreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby and thereby and the compliance with their respective provisions by the Company will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws of the Company, (b) require on the part of the Company any filing with, or any permit, order, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a “Governmental Entity”) except for any filing, permit, order, authorization, consent or approval, the absence of which would not reasonably be expected to have a material adverse effect on the Company’s business, financial condition or results of operations (a “Company Material Adverse Effect”), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which the

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been, and the Ancillary Agreements when executed at the Initial Closing will be, duly executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable in accordance with their respective terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors’ rights and subject to a court’s discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. The execution and delivery of this Agreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby and thereby and the compliance with their respective provisions by the Company and the Founders, as applicable, will not (a) conflict with or violate any provision of the Certificate Memorandum of Incorporation Association or By-laws Articles of Association of the Company, (b) require on the part of the Company or the Founders any filing with, or any permit, order, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a “Governmental Entity”) except for any filing), permitother than the Schedule of Preferred Terms, order, authorization, consent or approval, registration of the absence sale of which would not reasonably the Shares and registration of the individuals to be expected to have a material adverse effect on nominated by the Purchaser as members of the Company’s business, financial condition or results Board of operations (a “Company Material Adverse Effect”)Directors, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which thethe Company or any of the Founders is a party or by which the Company or any of the Founders is bound or to which its assets are subject, (d) result in the imposition of any Security Interest upon any assets of the Company (except as the Company uses the proceeds of the sale of the Shares as contemplated by this Agreement) or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of the Founders or any of its or their properties or assets. For purposes of this Agreement, “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge, or other lien (whether arising by contract or by operation of law).

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been, and the Ancillary Agreements when executed at the Initial Closing will be, duly executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable in accordance with their respective terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors’ rights and subject to a court’s discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. The execution and delivery of this Agreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby and thereby and the compliance with their respective provisions by the Company will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws of the Company, (b) require on the part of the Company any filing with, or any permit, order, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a “Governmental Entity”) except for any filing, permit, order, authorization, consent or approval, the absence of which would not reasonably be expected to have a material adverse effect on the Company’s business, financial condition or results of operations (a “Company Material Adverse Effect”), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which thethe Company is a party or by which the Company is bound or to which its assets are subject, other than any of the foregoing events listed in this clause (b) which do not and will not, individually or in the aggregate, have a Company Material Adverse Effect, (c) result in the imposition of any Security Interest upon any assets of the Company or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets. For purposes of this Agreement, “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law).

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been, and the Ancillary Agreements when executed at the Initial Closing will be, duly executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable in accordance with their respective terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors’ ' rights and subject to a court’s 's discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. The execution of and delivery performance of the transactions contemplated by this Agreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby Agreements and thereby and the compliance with their respective provisions by the Company will not not, and the transfer of the assets of the business now operated by the Company from MSTR to the Company did not, (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws of the Company, (b) require on the part of the Company any filing with, or any permit, order, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a “"Governmental Entity”) except for any filing, permit, order, authorization, consent or approval, the absence of which would not reasonably be expected to have a material adverse effect on the Company’s business, financial condition or results of operations (a “Company Material Adverse Effect”"), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which the,

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company Borrower of this Agreement and the Ancillary Agreements, other Loan Documents and the consummation by the Company Borrower of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been, and the Ancillary Agreements other Loan Documents when executed at the Initial Closing will be, duly executed and delivered by the Company Borrower and constitute valid and binding obligations of the Company Borrower enforceable against the Borrower in accordance with their respective terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws affecting generally the enforcement of creditors’ rights and subject remedies generally, to general principles of equity (including principles of commercial reasonableness, good faith and fair dealing), regardless of whether enforcement is sought in a court’s discretionary authority with respect to the granting of a decree ordering specific performance proceeding at law or other equitable remediesin equity. The execution execution, delivery and delivery performance of this Agreement and the Ancillary Agreements, other Loan Documents to which the consummation of the transactions contemplated hereby and thereby and the compliance with their respective provisions by the Company Borrower is a party will not (a) conflict with or violate any provision of the Certificate certificate of Incorporation or Byincorporation, by-laws and other organizational documents of the CompanyBorrower, (b) require on the part of the Company any filing with, or any permit, order, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a “Governmental Entity”) except for any filing, permit, order, authorization, consent or approval, the absence of which would not reasonably be expected to have a material adverse effect on the Company’s business, financial condition or results of operations (a “Company Material Adverse Effect”), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtednessIndebtedness, Security Interest (as defined below) Lien or other arrangement to which thethe Borrower is a party or by which the Borrower is bound or to which its assets are subject, in a manner that would or would reasonably be expected to result in a Material Adverse Effect, (c) result in the imposition of any Lien upon any assets of the Borrower or (d) violate any Applicable Laws or any Order to which the Borrower or its assets is subject in a manner that would reasonably be expected to constitute a Material Adverse Effect.

Authority for Agreement; No Conflict. The execution, delivery ------------------------------------ and performance by the Company of this Agreement and the Ancillary Agreements, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been, and the Ancillary Agreements when executed at the Initial Closing Closings will be, duly executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable in accordance with their respective terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors’ ' rights and subject to a court’s 's discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. The execution of and delivery performance of the transactions contemplated by this Agreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby Agreements and thereby and the compliance with their respective provisions by the Company will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws of the Company, (b) require on the part of the Company any filing with, or any permit, order, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a “"Governmental Entity”) except for any filing, permit, order, authorization, consent or approval, the absence of which would not reasonably be expected to have a material adverse effect on the Company’s business, financial condition or results of operations (a “Company Material Adverse Effect”"), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which thethe Company is a party or by which the Company is bound or to which its assets are subject, other than any of the foregoing events listed in this clause (c) which do not and would not be considered reasonably likely to, either individually or in the aggregate, have a Company Material Adverse Effect, (d) result in the imposition of any Security Interest upon any assets of the Company or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets. For purposes of this Agreement, "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge, or other lien (whether arising by contract or by operation of law).

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company Banyan of this Agreement and the Ancillary Banyan Other Agreements, and the consummation by the Company Banyan of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been, and the Ancillary Agreements Banyan Other Agreements, when executed at the Initial Closing Closing, will be, be duly executed and delivered by the Company Banyan and will constitute valid and binding obligations of the Company Banyan enforceable in accordance with their respective terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting generally the enforcement of creditors’ ' rights and subject to a court’s 's discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. The execution of and delivery performance of the transactions contemplated by this Agreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby Banyan Other Agreements and thereby and the compliance with their respective provisions by the Company Banyan will not (a) conflict with or violate any provision of the Certificate Articles of Incorporation Organization or By-laws of the CompanyBanyan, (b) other than as may be required by the HSR Act, require on the part of the Company Banyan any filing with, or any permit, order, authorization, consent or approval of, of any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a “Governmental Entity”) except for any filing, permit, order, authorization, consent or approval, the absence of which would not reasonably be expected to have a material adverse effect on the Company’s business, financial condition or results of operations (a “Company Material Adverse Effect”), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which theBanyan is a party or by which Banyan is bound or to which its assets are subject, (d) result in the imposition of any Security Interest upon any assets of Banyan or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Banyan or any of its properties or assets, other than any of the foregoing events listed in clause (c), (d) or (e) of this Section 3A.2 that would not have a material adverse effect on the ability of Banyan to perform its obligations under this Agreement and the Banyan Other Agreements (a "Banyan Material Adverse Effect").

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate and stockholders action. This Agreement has been, and the Ancillary Agreements when executed at the Initial Closing will be, duly executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable in accordance with their respective terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors’ ' rights and subject to a court’s 's discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. The execution of and delivery performance of the transactions contemplated by this Agreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby Agreements and thereby and the compliance with their respective provisions by the Company will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws of the Company, (b) require on the part of the Company any filing with, or any permit, order, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a “"Governmental Entity”) except for any filing, permit, order, authorization, consent or approval, the absence of which would not reasonably be expected to have a material adverse effect on the Company’s business, financial condition or results of operations (a “Company Material Adverse Effect”"), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which thethe Company is a party or by which the Company is bound or to which its assets are subject, other than any of the foregoing events listed in this clause (c) which do not and will not, individually or in the aggregate, have a Company Material Adverse Effect, (d) result in the imposition of any Security Interest upon any assets of the Company or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets. For purposes of this Agreement, "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge, or other lien (whether arising by contract or by operation of law).

Authority for Agreement; No Conflict. (a) Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and with respect to Parent, the Escrow Agreement, and each instrument required hereby or thereby to be executed and delivered by each of Parent and/or Merger Sub at the Closing, and to perform their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company Parent and Merger Sub of this Agreement Agreement, and by Parent of the Ancillary AgreementsEscrow Agreement, and each instrument required hereby or thereby to be executed and delivered by Parent and/or Merger Sub at the Closing and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been, and the Ancillary Agreements when executed at the Initial Closing will be, duly executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable in accordance with their respective terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors’ rights and subject to a court’s discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. The execution and delivery of this Agreement and the Ancillary Agreements, the consummation Parent and/or Merger Sub of the transactions contemplated hereby and thereby have been duly and the compliance with their respective provisions validly authorized by the Company will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws of the Companyall necessary corporate action, (b) require and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement, with respect to Parent, the Escrow Agreement or to consummate the transactions so contemplated. This Agreement and the Escrow Agreement have been and each instrument required hereby or thereby to be delivered by Parent and/or Merger Sub at the Closing will be duly and validly executed and delivered by Parent and/or Merger Sub, as the case may be, and, assuming the due authorization, execution and delivery by the Company any filing withand the Stockholder Representative in respect of this Agreement, or any permit, order, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each and by the Escrow Agent and the Stockholder Representative in respect of the foregoing is hereafter referred Escrow Agreement, constitutes a legal, valid and binding obligation of Parent and/or Merger Sub, as the case may be, enforceable against Parent and/or Merger Sub in accordance with its terms, subject to as a “Governmental Entity”) except for any filingbankruptcy, permitinsolvency, orderreorganization or similar laws of general application affecting the rights and remedies of creditors, authorization, consent or approval, the absence of which would not reasonably be expected and to have a material adverse effect on the Company’s business, financial condition or results of operations (a “Company Material Adverse Effect”), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which thegeneral equity principles.

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company Purchaser of this Agreement and the Ancillary Agreements, and the consummation by the Company Purchaser of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been, and the Ancillary Agreements Agreements, when executed at the Initial Closing Closing, will be, be duly executed and delivered by the Company Purchaser and will constitute valid and binding obligations of the Company Purchaser enforceable in accordance with their respective terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting generally the enforcement of creditors’ ' rights and subject to a court’s 's discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. The execution of and delivery performance of the transactions contemplated by this Agreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby Agreements and thereby and the compliance with their respective provisions by the Company Purchaser will not (a) conflict with or violate any provision of the Certificate Articles of Incorporation or By-laws of the CompanyPurchaser, (b) other than as may be required by the HSR Act, require on the part of the Company Purchaser any filing with, or any permit, order, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a “Governmental Entity”) except for any filing, permit, order, authorization, consent or approval, the absence of which would not reasonably be expected to have a material adverse effect on the Company’s business, financial condition or results of operations (a “Company Material Adverse Effect”), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which thethe Purchaser is a party or by which the Purchaser is bound or to which its assets are subject, (d) result in the imposition of any Security Interest upon any assets of the Purchaser or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser or any of its properties or assets, other than any of the foregoing events listed in clause (c), (d) or (e) of this Section 4.4 that would not have a material adverse effect on the ability of the Purchaser to perform its obligations under this Agreement and the Ancillary Agreements (a "Purchaser Material Adverse Effect").