Common use of Authorization; No Conflicts Clause in Contracts

Authorization; No Conflicts. (a) The execution, delivery and performance of each of the Transaction Documents and Commercial Agreements to which any of the Qwest Transaction Parties is a party have been duly and validly authorized by all necessary corporate action on the part of such Qwest Transaction Party. The Transaction Documents and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) the legally valid and binding obligations of such Qwest Transaction Party, enforceable against such Qwest Transaction Party in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not (i) violate, or constitute a breach or default under, (A) such parties' respective certificates of incorporation or bylaws or (B) except as set forth on Section 3.2(b) of Seller's Disclosure Schedule, any Material Contract to which any of them is a party or under which any of their material assets are bound, except for any violations of or breaches or defaults under any Material Contract that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (ii) result in the imposition of any material Encumbrance, other than Permitted Encumbrances, against all or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law in any material respect.

Authorization; No Conflicts. Leucadia has full corporate power and authority to execute and deliver this Agreement and the Ancillary Documents and to consummate the Transactions. The execution, delivery and performance by Leucadia of this Agreement and each Ancillary Document and the consummation of the Transactions have been duly authorized by the Board of Directors of Leucadia. No other corporate proceedings on the part of Leucadia are necessary to authorize the execution, delivery and performance by Leucadia of this Agreement and each Ancillary Document and consummation of the Transactions. This Agreement has been, and at or prior to the Closing, each Ancillary Document to which it is a party will be, duly and validly executed and delivered by Leucadia. This Agreement is, and upon its execution at or prior to the Closing each Ancillary Document to which it is a party will be, a valid and binding obligation of Leucadia, enforceable against it in accordance with its terms. (ai) The execution, delivery and performance of each this Agreement and the Ancillary Documents, the consummation by Leucadia of the Transaction Documents Transactions and Commercial Agreements to which the compliance by Leucadia with any of the Qwest Transaction Parties is a party have been duly provisions hereof and validly authorized by all necessary corporate action on the part of such Qwest Transaction Party. The Transaction Documents and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) the legally valid and binding obligations of such Qwest Transaction Party, enforceable against such Qwest Transaction Party in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party thereof will not (i) violateconflict with, violate or result in a breach of any provision of, or constitute a breach default (or default an event which, with notice or lapse of time or both would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) such parties' respective certificates any provision of incorporation the Restated Certificate of Incorporation or bylaws By-laws of Leucadia or the certificate of incorporation, charter, by-laws or other governing instrument of any Subsidiary of Leucadia or (B) except as set forth on Section 3.2(b) any mortgage, note, indenture, deed of Seller's Disclosure Scheduletrust, lease, loan agreement or other agreement or instrument or any Material Contract permit, concession, grant, franchise, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to which Leucadia or any of them is a party its Subsidiaries or under which any of their material assets are bound, except for any violations of respective properties or breaches or defaults under any Material Contract that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (ii) result in the imposition of any material Encumbrance, other than Permitted Encumbrances, against all or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law in any material respectassets.

Authorization; No Conflicts. (a) The execution4.3.1 None of the Seller Parties is a party to, delivery subject to or bound by any Law, and performance no Action is pending against any of the Seller Parties or, to the knowledge of each of the Transaction Documents and Commercial Agreements to which Seller Parties, threatened that would prevent or adversely affect the execution, delivery or performance by any of the Qwest Transaction Seller Parties is a party of this Agreement and all other agreements herein contemplated or the transfer, conveyance and sale of the Purchased Assets pursuant to the terms hereof. 4.3.2 This Agreement and any related agreements have been duly executed and validly authorized delivered by all necessary corporate action on each of the part of such Qwest Transaction Party. The Transaction Documents Seller Parties and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) the legally valid and binding obligations obligation of such Qwest Transaction Partyeach of the Seller Parties, enforceable against such Qwest Transaction Party each of the Seller Parties in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' creditors rights generally. The Transaction Documents and Commercial Agreements , subject to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations unenforceability under certain circumstances of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating covenants not to or limiting creditors' rights generallycompete. (b) The Qwest Transaction Parties' respective 4.3.3 Neither the execution, delivery and or performance of this Agreement or related agreements, nor the Transaction Documents consummation of the transactions contemplated hereby, nor the fulfillment of the terms hereof, by any of the Seller Parties violates or will violate, constitutes or will constitute a breach of or default under any of the terms and Commercial Agreements provisions of (whether upon lapse of time and/or the occurrence of any act or event or otherwise), or conflicts or will conflict with (a) any Contract (provided that no such representation is made with respect to Sellers' Contracts to the extent listed in Schedule 1.1.1), Order or other material obligation to which any of them the Seller Parties is a party will not (i) violate, or constitute a breach or default underis bound, (Ab) such parties' respective certificates any Law applicable to any of incorporation the Seller Parties or (c) the charter documents or bylaws of Sellers. 4.3.4 Neither the execution, delivery or performance of this Agreement or related agreements, nor the consummation of the transactions contemplated hereby, nor the fulfillment of the terms hereof, by any of the Seller Parties results in or will result in (Ba) except as set forth on Section 3.2(b) any augmentation or acceleration of Seller's Disclosure Schedulerights, benefits or obligations of any Material party under any Contract or other material obligation to which any of them the Seller Parties is a party or under which any of their material assets are bound, except for any violations of is bound or breaches or defaults under any Material Contract that would not, individually or in the aggregate, reasonably be expected subject to result in a Material Adverse Effect, or (iib) result in the imposition of any material Encumbrance, other than Permitted Encumbrances, Encumbrance against any Purchased Asset. 4.3.5 The Seller Parties must obtain all or any portion Permits and Approvals listed on Section 4.3 of the ▇▇▇▇▇▇ Transferred BusinessSellers Disclosure Schedule to consummate the transactions contemplated by this Agreement. Subject to obtaining the Approvals and Permits listed Except for matters identified in Section 3.4 4.3 of Seller's the Sellers Disclosure ScheduleSchedule as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the Qwest Transaction Parties' respective execution, execution and delivery of this Agreement by each of the Seller Parties and the performance of this Agreement and any related or contemplated transactions by each of the Transaction Documents and Commercial Agreements to which any of them is a party Seller Parties will not violate require filing or registration with, or the issuance of any Law in Permit by, any material respectother third party or Governmental Entity.

Authorization; No Conflicts. (a) The execution, delivery and performance of each this Agreement and the consummation of the Transaction Documents and Commercial Agreements to which any of the Qwest Transaction Parties is a party transactions contemplated hereby by Seller have been duly and validly authorized and approved by all necessary corporate action on the part of such Qwest Transaction PartySeller. The Transaction Documents and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) This Agreement constitutes the legally valid and binding obligations obligation of such Qwest Transaction PartySeller, enforceable against such Qwest Transaction Party Seller in accordance with their respective its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws and equitable principles relating to or limiting creditors' creditors rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not (i) violate, or constitute a breach or default under, (A) such parties' respective certificates of incorporation or bylaws or (B) except Except as set forth on in Section 3.2(b) 3.3 of Seller's the Disclosure Schedule, any Material Contract the consents or approvals contemplated to which any of them is a party be obtained or under which any of their material assets are boundfilings contemplated to be made prior to the Closing pursuant to Sections 6.2 and 6.15, except for any violations of or breaches or defaults under any Material Contract that as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (ii) result in the imposition materially and adversely affect Seller’s performance of any material Encumbrance, other than Permitted Encumbrances, against all or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Scheduleits obligations contemplated hereby, the Qwest Transaction Parties' respective execution and delivery of this Agreement by Seller and the performance of this Agreement by Seller will not require any consent by, approval or filing with any third party or Public Authority. The execution, delivery and performance of this Agreement by Seller and the Transaction Documents consummation of the transactions contemplated hereby by Seller do not and Commercial Agreements to which any of them is a party will not (i) violate or conflict with any provision of Seller’s organizational documents, (ii) violate or conflict with any applicable Law or (iii) except for the consents and approvals contemplated to be obtained or filings contemplated to be made pursuant to Sections 6.2 and 6.15, constitute a default, violation or breach under, or give rise to a right of termination, cancellation or acceleration of any right or obligation, or to a loss of any benefit under, the terms of any Permit or agreement, contract or other instrument applicable to Seller or by which the assets of Seller may be bound, which, in any material respectthe case of clause (ii) or (iii) above, would reasonably be expected, individually or in the aggregate, to materially and adversely affect Seller’s performance of its obligations contemplated hereby.

Authorization; No Conflicts. (a) The Seller has all necessary power and authority and has taken all necessary entity action required for the due authorization, execution, delivery and performance by the Seller of each this Agreement and the consummation by the Seller of the Transaction Documents transactions contemplated hereby. This Agreement has been duly executed and Commercial Agreements to which any of delivered by the Qwest Transaction Parties Seller. Assuming due execution and delivery thereof by the Company, this Agreement is a party have been duly and validly authorized by all necessary corporate action on the part of such Qwest Transaction Party. The Transaction Documents and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) the legally valid and binding obligations obligation of such Qwest Transaction Party, the Seller enforceable against such Qwest Transaction Party the Seller in accordance with their respective terms its terms, except as such enforceability may be limited by applicable Laws relating to bankruptcy, insolvency, reorganization, moratorium and or other similar laws and equitable principles legal requirement relating to or limiting affecting creditors' ’ rights generally. The Transaction Documents generally and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable is subject to general principles relating to of equity (regardless of whether enforceability is considered in a proceeding in equity or limiting creditors' rights generallyat law). (b) The Qwest Transaction Parties' respective authorization, execution, delivery and performance by the Seller of this Agreement, and the consummation by the Seller of the Transaction Documents transactions contemplated hereby, does not and Commercial Agreements to which any of them is a party will not not: (i) violate, violate or constitute a result in the breach or default under, (A) such parties' respective certificates of incorporation or bylaws any provision of the organizational documents of the Seller; or (Bii) except as set forth on Section 3.2(b) of Seller's Disclosure Schedule, any Material Contract with such exceptions that are not reasonably expected to which any of them is a party or under which any of their material assets are bound, except for any violations of or breaches or defaults under any Material Contract that would nothave, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: (A) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to the Seller or any of its Subsidiaries or any Contract to which the Seller or any of its Subsidiaries is a party or accelerate the Seller’s or, if applicable, any of its Subsidiaries’ obligations under any such Contract; (iiB) violate any provision of, constitute a breach of, or default under, any Laws applicable to the Seller or any of its Subsidiaries; or (C) result in the imposition creation of any material EncumbranceLien upon any assets, other than Permitted Encumbrances, against all rights or properties of the Seller or any portion of its Subsidiaries or the ▇▇▇▇▇▇ Transferred Business. Subject suspension, revocation or forfeiture of any franchise, permit or license granted by a Governmental Entity to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which Seller or any of them is a party will not violate any Law in any material respectits Subsidiaries.

Authorization; No Conflicts. (a) The execution, delivery and performance of each of this Agreement and the Transaction Related Documents and Commercial Agreements to which any of Seller, the Qwest Transaction Parties UK Seller or the Company is a party have been duly and validly authorized by the Board of Directors of Seller, the UK Seller and the Company and by all other necessary corporate action on the part of such Qwest Transaction PartySeller, the UK Seller and the Company. The Transaction Documents This Agreement constitutes, and Commercial Agreements when executed and delivered in accordance with this Agreement, each Related Document to which any Qwest Transaction Party Seller, the UK Seller or the Company is a party constitute (or will upon execution constitute) , the legally valid and binding obligations obligation of such Qwest Transaction PartySeller, the UK Seller or the Company, as the case may be, enforceable against such Qwest Transaction Party Seller, the UK Seller and the Company, as the case may be, in accordance with their respective its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' ’ rights generallygenerally and by general principles of equity and public policy. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents this Agreement and Commercial Agreements each Related Document to which any of them Seller, the UK Seller or the Company is a party party, and the consummation of the transactions contemplated hereby and thereby, will not (i) violateviolate the charter documents or bylaws of the Seller, UK Seller or the Company, or (ii) assuming receipt of Approvals listed in Section 4.4(a) of the Seller’s Disclosure Schedule, violate or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under, (A) such parties' respective certificates or trigger any change of incorporation or bylaws or (B) except as set forth on Section 3.2(b) of Seller's Disclosure Schedulecontrol provision contained in, any Material Contract to which any of them is a party or under which any of their material assets are bound, except for any violations of or breaches or defaults under (other than any Material Customer Contract that would notreferred to in Section 4.11(a)(vi)(A) hereof), individually (iii) assuming receipt of the Approvals and Permits listed in Section 4.4(b) of the Seller’s Disclosure Schedule, violate any Law or in the aggregate, reasonably be expected to result in a Material Adverse Effect, Order or (iiiv) result in the imposition of any material EncumbranceEncumbrance against the Shares, other than Permitted Encumbrancesthe Subsidiaries Equity Interests or, against all or any portion except as provided in Section 4.4(a) of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's ’s Disclosure Schedule, the Qwest Transaction Parties' respective Investments or any Encumbrance against any other assets of the Company or the Subsidiaries, except, in the case of the Shares, the Subsidiaries Equity Interests or the Investments, Encumbrances set forth in clauses (iv) and (v) of the definition of Permitted Encumbrances, and in all other cases, Permitted Encumbrances. (b) Except for matters identified in Section 4.4(b) of the Seller’s Disclosure Schedule, the execution, delivery and performance by Seller, UK Seller or the Company of this Agreement or any of the Transaction Related Documents and Commercial Agreements to which any of them Seller, the UK Seller or the Company is a party party, and the consummation of the transactions contemplated hereby and thereby, will not violate require any Law Approval or Permit by any Governmental Entity. (c) The failure of the Company or a Subsidiary to obtain the consent required by the Investment Advisors Act of 1940, as amended, in connection with the transactions contemplated hereby with respect to any material respectMaterial Customer Contract pursuant to which the Company or such Subsidiary provides investment advisory services shall not, in and of itself if such consent is not given, permit the Customer to terminate such Material Customer Contract.

Authorization; No Conflicts. (a) The Except as set forth in Schedule 7.2, the execution, delivery and performance of this Agreement and each of the Transaction Documents, and the issuance, sale and delivery of the Series A Preferred Shares and the Conversion Common Shares, have been duly authorized and approved by all requisite corporate action of the Company. This Agreement has been duly authorized, executed and delivered by the Company and (assuming the due execution and delivery hereof by each of the Investors) is the valid and binding obligation of the Company enforceable in accordance with its terms, and each of the Transaction Documents and Commercial Agreements to which any of the Qwest Transaction Parties Company is a party have has been duly and validly authorized by all necessary corporate action on the part of such Qwest Transaction Party. The Transaction Documents and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will Company and, upon execution constitute) and delivery by the legally Company and (assuming the due execution and delivery thereof by each of the other parties thereto), will be a valid and binding obligations obligation of such Qwest Transaction Party, the Company enforceable against such Qwest Transaction Party in accordance with their its respective terms except as such enforceability may be limited by terms, in each case subject to (i) bankruptcy, insolvency, reorganization, moratorium and or other similar laws and affecting the enforcement thereof or by general equitable principles principles, (ii) laws relating to the availability of specific performance, injunctive relief or limiting creditors' rights generally. The Transaction Documents other equitable remedies and Commercial Agreements (iii) to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability extent any indemnification provisions may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to applicable federal or limiting creditors' rights generallystate securities laws. (b) The Qwest Transaction Parties' respective executionExcept as set forth in Schedule 7.2, neither the execution and delivery and performance of this Agreement or any of the Transaction Documents and Commercial Agreements to which or the consummation of any of them is a party will not the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) violateconflict with, result in a breach of the terms, conditions or provisions of, or constitute a breach default, an event of default or default an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon any of the assets or properties of the Company or any of its Subsidiaries, under (A) such parties' their respective certificates of incorporation or bylaws or organizational documents, (B) except as set forth on Section 3.2(b) of Seller's Disclosure Scheduleany note, any Material Contract instrument, contract, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which the Company or any of them its Subsidiaries is a party or under which any of their material respective assets are or properties is subject or by which the Company or any of its Subsidiaries is bound, (C) any Court Order to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, or (D) any Requirements of Laws affecting the Company, any of its Subsidiaries or any of their respective assets or properties, except for for, in the case of this clause (D), any violations of or breaches or defaults under any Material Contract that would notmatters that, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect, or ; or (ii) result in require the imposition approval, consent, authorization or act of, or the making by the Company or any of its Subsidiaries of any material Encumbrancedeclaration, other than Permitted Encumbrancesfiling or registration with, against all or any portion of Person, except for any notice filings required to be made pursuant to Regulation D under the ▇▇▇▇▇▇ Transferred Business. Subject Securities Act and pursuant to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law in any material respectapplicable state securities laws.

Authorization; No Conflicts. (a) Seller has the requisite power and authority to enter into this Agreement and the Registration Rights Agreement and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of each of the Transaction Documents and Commercial Agreements to which any of the Qwest Transaction Parties is a party have this Agreement by Seller has been duly and validly authorized by the Trust Managers and by all other necessary corporate action on the part of such Qwest Transaction PartySeller, and no other proceedings on the part of Seller (including Trust Manager and shareholder approval) are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. The Transaction Documents This Agreement has been duly executed and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) delivered by Seller and constitutes the legally valid and binding obligations obligation of such Qwest Transaction PartySeller, enforceable against such Qwest Transaction Party Seller in accordance with their respective terms its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) Except as set forth in Schedule 3.5, the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective execution, delivery and performance of this Agreement by Seller and the Transaction Documents and Commercial Agreements to which any consummation by Seller of them is a party the transactions contemplated hereby will not (i) violateconflict with or result in the breach of any provisions of, or constitute a breach or default trigger any preferential rights under, (A) such parties' respective certificates the Charter Documents or the charter or organizational documents of incorporation Subsidiaries or bylaws or (B) except as set forth on Section 3.2(b) of Seller's Disclosure ScheduleSeller Partnerships, any Material Contract to which any of them is a party or under which any of their material assets are bound, except for any violations of or breaches or defaults under any Material Contract that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (ii) result in a breach or violation of, a default under, or the imposition triggering of any payment or other material Encumbranceobligations pursuant to, other than Permitted Encumbrancesor accelerate vesting under, against all any Seller Benefit Plans or any portion grant or award thereunder or any employment or consulting agreement or arrangement of Seller, any Subsidiary or any Seller Partnership, (iii) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination or in a right of termination or cancellation of, accelerate the performance required by, result in the creation of any Encumbrance upon any Properties under, result in the triggering of any rights under, or result in being declared void, voidable or without further binding effect, any of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 terms or provisions of any Material Contract of Seller's Disclosure Schedule, any Subsidiary or any Seller Partnership or (iv) violate any Law. Schedule 3.5 lists all Permits and Approvals required to be obtained by Seller, Subsidiaries and Seller Partnerships to consummate the transactions contemplated hereby. Except for matters identified in Schedule 3.5 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the Qwest Transaction Parties' respective execution, execution and delivery of this Agreement by Seller and performance the consummation of the Transaction Documents and Commercial Agreements to which any of them is a party transactions contemplated hereby will not violate require the consent, authorization or approval of filing or registration with, or the issuance of any Law in Permit by, any material respectother third party or Governmental Entity under the terms of any applicable Laws or Material Contracts of Seller, Subsidiaries or Seller Partnerships.

Authorization; No Conflicts. (a) The Except as set forth in Schedule 7.2, the execution, delivery and performance of this Agreement and each of the Transaction Documents, and the issuance, sale and delivery of the Series D Preferred Shares and the Conversion Common Shares, have been duly authorized and approved by all requisite corporate action of the Company. This Agreement has been duly authorized, executed and delivered by the Company and (assuming the due execution and delivery hereof by each of the Investors) is the valid and binding obligation of the Company enforceable in accordance with its terms, and each of the Transaction Documents and Commercial Agreements to which any of the Qwest Transaction Parties Company is a party have has been duly and validly authorized by all necessary corporate action on the part of such Qwest Transaction Party. The Transaction Documents and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will Company and, upon execution constitute) and delivery by the legally Company and (assuming the due execution and delivery thereof by each of the other parties thereto), will be a valid and binding obligations obligation of such Qwest Transaction Party, the Company enforceable against such Qwest Transaction Party in accordance with their its respective terms except as such enforceability may be limited by terms, in each case subject to (i) bankruptcy, insolvency, reorganization, moratorium and or other similar laws and affecting the enforcement thereof or by general equitable principles principles, (ii) laws relating to the availability of specific performance, injunctive relief or limiting creditors' rights generally. The Transaction Documents other equitable remedies and Commercial Agreements (iii) to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability extent any indemnification provisions may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to applicable federal or limiting creditors' rights generallystate securities laws. (b) The Qwest Transaction Parties' respective executionExcept as set forth in Schedule 7.2, neither the execution and delivery and performance of this Agreement or any of the Transaction Documents and Commercial Agreements to which or the consummation of any of them is a party will not the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) violateconflict with, result in a breach of the terms, conditions or provisions of, or constitute a breach default, an event of default or default an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon any of the assets or properties of the Company or any of its Subsidiaries, under (A) such parties' their respective certificates of incorporation or bylaws or organizational documents, (B) except as set forth on Section 3.2(b) of Seller's Disclosure Scheduleany note, any Material Contract instrument, contract, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which the Company or any of them its Subsidiaries is a party or under which any of their material respective assets are or properties is subject or by which the Company or any of its Subsidiaries is bound, (C) any Court Order to which the Company or any of its Subsidiaries is a party or any of their respective assets or properties is subject or by which the Company or any of its Subsidiaries is bound, or (D) any Requirements of Laws affecting the Company, any of its Subsidiaries or any of their respective assets or properties, except for for, in the case of this clause (D), any violations of or breaches or defaults under any Material Contract that would notmatters that, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect, or ; or (ii) result in require the imposition approval, consent, authorization or act of, or the making by the Company or any of its Subsidiaries of any material Encumbrancedeclaration, other than Permitted Encumbrancesfiling or registration with, against all or any portion of Person, except for any notice filings required to be made pursuant to Regulation D under the ▇▇▇▇▇▇ Transferred Business. Subject Securities Act and pursuant to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law in any material respectapplicable state securities laws.

Authorization; No Conflicts. (a) The execution, delivery and performance by Buyer of each of this Agreement and the Transaction Documents and Commercial Related Agreements to which any of the Qwest Transaction Parties Buyer is a party and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of Buyer and by all other necessary corporate action on the part of such Qwest Transaction PartyBuyer. The Transaction Documents This Agreement has been duly executed and Commercial Agreements delivered by Buyer and each Related Agreement to which any Qwest Transaction Party Buyer is a party constitute (party, when executed and delivered by Buyer, shall have been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitute, or will upon execution constitute) the , legally valid and binding obligations of such Qwest Transaction PartyBuyer, enforceable against such Qwest Transaction Party Buyer in accordance with their respective its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability and equitable principles relating to or limiting creditors' rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) Except as set forth on Schedule 3.2(b), the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective execution, delivery and performance by Buyer of this Agreement and the Transaction Documents and Commercial Related Agreements to which any of them it is a party party, and the consummation by Buyer of the Stock Purchase Agreement Transactions do not and will not (i) violate, violate or constitute a breach or default under(whether upon notice, (Alapse of time and/or the occurrence of any act or event or otherwise) such parties' respective certificates under the charter documents or by-laws of incorporation or bylaws or (B) except as set forth on Section 3.2(b) of Seller's Disclosure ScheduleBuyer, any Material Contract to which any of them is a party or under which any of their material assets are bound, except for any violations of or breaches or defaults under any Material Contract that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (ii) result in any breach of or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the imposition creation of any material Encumbrance, an Encumbrance (other than Permitted Encumbrances, against all ) on any of the properties or assets of Buyer pursuant to any Contract or Permit to which Buyer is a party or by which Buyer or any portion of its properties or assets is bound or affected, or (iii) violate any Law, except for any such violations, breaches, defaults and impositions as would not reasonably be expected to prevent or delay consummation of the Purchase or any of the other Stock Purchase Agreement Transactions in any material respect, or otherwise prevent Buyer from performing its obligations under this Agreement or any other Related Agreement to which it is a party in any material respect and excluding any filings or Approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Transferred BusinessAct. Subject to obtaining Except as set forth on Schedule 3.2(b) and except for any filings or approvals required under the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Qwest Transaction Parties' respective execution, delivery and performance by Buyer of this Agreement and the Transaction Documents and Commercial Related Agreements to which any of them it is a party and the consummation by Buyer of the Stock Purchase Agreement Transactions do not and will not violate require any Law Approvals or Permits to be obtained by Buyer except for any such Approvals or Permits the failure of which to receive would not in any the aggregate have a material respectadverse effect on the ability of Buyer to consummate the Stock Purchase Agreement Transactions.

Authorization; No Conflicts. (a) The execution, delivery Company has full power and performance of each of authority to execute and deliver this Agreement and the Transaction Documents and Commercial Ancillary Agreements to which any it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which the Company is a party and the consummation of the Qwest Transaction Parties transactions contemplated hereby and thereby have been duly and validly approved by the Company's Managers and Unitholders and no other limited liability company proceedings on the part of the Company and its Managers and Unitholders are necessary to approve this Agreement or the Ancillary Agreements to which the Company is a party or to authorize or consummate the transactions contemplated hereby or thereby. This Agreement and the Ancillary Agreements to which the Company is a party have been duly and validly authorized executed and delivered by all necessary corporate action on the part Company and (assuming the due authorization, execution and delivery of such Qwest Transaction Party. The Transaction Documents this Agreement and Commercial the Ancillary Agreements to which any Qwest Transaction Party the Company is a party by each of the other parties hereto and thereto) constitute (or will upon execution constitute) the legally valid and binding obligations of such Qwest Transaction Partythe Company, enforceable against such Qwest Transaction Party the Company in accordance with their respective terms terms, except as such the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium and other or similar laws and equitable principles Laws relating to or limiting creditors' affecting the rights generally. The Transaction Documents of creditors generally and Commercial Agreements to which Company is a party constitute the availability of equitable relief (whether in proceedings at law or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generallyequity). (b) The Qwest Transaction Parties' respective execution, delivery and performance Assuming the filing of the Transaction Documents Certificate of Merger with the Secretary of State of the State of Delaware, and Commercial Agreements to which any of them is a party will not (i) violatethat those consents, or constitute a breach or default underauthorizations, (A) such parties' respective certificates of incorporation or bylaws or (B) except as filings, notifications and other actions set forth on Section 3.2(b5.4(b) of Seller's the Company Disclosure ScheduleSchedule have been obtained or made, any Material Contract neither the execution and delivery by the Company of this Agreement or the Ancillary Agreements to which any of them the Company is a party or under which nor the consummation by the Company of any of their material assets are boundthe transactions contemplated hereby or thereby, except for nor compliance by the Company with any violations of the terms or breaches provisions hereof or defaults under thereof, will (i) violate any Material Contract that would not, individually provision of the Certificate of Formation or in the aggregate, reasonably be expected to result in a Material Adverse Effect, Operating Agreement or (ii) violate, conflict with or require any notice, filing, consent, waiver or approval under any material Law to which the Company or any of its properties, contracts or assets are subject. (c) Set forth on Section 5.4(c) of the Company Disclosure Schedule is a list of each consent, notice, approval or waiver under any material Contract to which the Company is a party, or by which the Company or any of its properties or assets may be bound, which is required in order for the Company to consummate the transactions contemplated by this Agreement or to comply with any of the terms or provisions hereof or (y) where consummation of the transactions contemplated by this Agreement in the absence of such consent, notice, approval or waiver would violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the imposition termination of or a right of termination or cancellation under, result in the creation of any material EncumbranceEncumbrance under, other than Permitted Encumbrances, against all or any portion accelerate or result in a right of acceleration of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Scheduleperformance required by, any such material Contract (collectively, the Qwest Transaction Parties' respective execution, delivery and performance "Consents"). The Company has not obtained any of the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law in any material respectConsents.

Authorization; No Conflicts. (a) The execution, delivery and performance of each of the Transaction Documents and Commercial Agreements to which any of the Qwest Transaction Parties is a party have this Agreement by Seller has been duly and validly authorized by the board of directors of Seller and by all other necessary corporate action on the part of such Qwest Transaction PartySeller. The Transaction Documents and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) This Agreement constitutes the legally valid and binding obligations obligation of such Qwest Transaction PartySeller, enforceable against such Qwest Transaction Party Seller in accordance with their respective terms its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party this Agreement by Seller will not directly or indirectly (ia) contravene, conflict with, violate, or constitute a breach or default under(whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision of the charter documents or by-laws of Seller, Company or any Subsidiary or any resolution adopted by the board of directors or stockholders of Seller, Company or any Subsidiary, (Ab) such parties' respective certificates result in the imposition of incorporation any Encumbrance against any material asset or bylaws property owned, licensed or leased by Company or any Subsidiary, or (Bc) except as set forth on Section 3.2(b) contravene, conflict with or result in a violation of Seller's Disclosure Scheduleany Law or Order to which Company, any Material Contract to which Subsidiary or any of the assets owned licensed or leased by any of them is a party or under which any are subject, except, in each of their material assets are boundclauses (b) through (c), except for any violations of or breaches or defaults under any Material Contract that would notsuch contraventions, conflicts, impositions and violations, which, individually or in the aggregate, reasonably do not have a material adverse effect on the Business. SCHEDULE 2.9 lists, as of the date hereof, all Approvals and Permits required to be expected obtained by Seller, Company or any Subsidiary to result in consummate the transactions contemplated by this Agreement and to permit Company as a Material Adverse Effect, or (ii) result in wholly-owned subsidiary of Buyer to operate the imposition Business without loss of any material Encumbrancerights, other than Permitted Encumbrances, against all or any portion of the ▇▇▇▇▇▇ Transferred Businessthose which have been previously obtained. Subject to obtaining Except for the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Scheduleidentified on SCHEDULE 2.9 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party this Agreement by Seller will not violate any Law in require any material respectfiling or registration with, or the issuance of any material Approval or Permit by, any third party or Governmental Entity.

Authorization; No Conflicts. (ai) Jefferies has full corporate power and authority to execute and deliver this Agreement and the Ancillary Documents and to consummate the transactions contemplated hereby and thereby (the “Transactions”). The execution, delivery and performance by Jefferies of this Agreement and each Ancillary Document and the consummation of the Transactions have been duly authorized by the Board of Directors of Jefferies. No other corporate proceedings on the part of Jefferies are necessary to authorize the execution, delivery and performance by Jefferies of this Agreement and each Ancillary Document and consummation of the Transactions. This Agreement has been, and at or prior to the Closing or at such time as such Ancillary Document is entered into, each Ancillary Document to which it is a party will be, duly and validly executed and delivered by Jefferies. This Agreement is, and upon its execution at or prior to the Closing or at such time as such Ancillary Document is entered into, each Ancillary Document to which it is a party will be, a valid and binding obligation of Jefferies, enforceable against it in accordance with its terms. (ii) The execution, delivery and performance of each this Agreement and the Ancillary Documents, the consummation by Jefferies of the Transaction Documents Transactions and Commercial Agreements to which the compliance by Jefferies with any of the Qwest Transaction Parties is a party have been duly provisions hereof and validly authorized by all necessary corporate action on the part of such Qwest Transaction Party. The Transaction Documents and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) the legally valid and binding obligations of such Qwest Transaction Party, enforceable against such Qwest Transaction Party in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party thereof will not (i) violateconflict with, violate or result in a breach of any provision of, or constitute a breach default (or default an event which, with notice or lapse of time or both would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) such parties' respective certificates any provision of incorporation the Amended and Restated Certificate of Incorporation or bylaws By-laws of Jefferies or the certificate of incorporation, charter, by-laws or other governing instrument of any Subsidiary of Jefferies or (B) except as set forth on Section 3.2(b) any mortgage, note, indenture, deed of Seller's Disclosure Scheduletrust, lease, loan agreement or other agreement or instrument or any Material Contract permit, concession, grant, franchise, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to which Jefferies or any of them is a party its Subsidiaries or under which any of their material assets are bound, except for any violations of respective properties or breaches or defaults under any Material Contract that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (ii) result in the imposition of any material Encumbrance, other than Permitted Encumbrances, against all or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law in any material respectassets.

Authorization; No Conflicts. (a) The execution, delivery and performance of each of the Transaction Documents this Agreement and Commercial Agreements to which any of the Qwest Transaction Parties is a party have related agreements by Seller and Company has been duly and validly authorized by the Board of Directors of Seller and Company and by all other necessary corporate action on the part of such Qwest Transaction PartySeller and Company. The Transaction Documents This Agreement and Commercial Agreements to which any Qwest Transaction Party is a party related agreements constitute (or will upon execution constitute) the legally valid and binding obligations obligation of such Qwest Transaction PartySeller and Company, enforceable against such Qwest Transaction Party each of them in accordance with their respective its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' creditors rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective execution, delivery and performance of this Agreement by Seller and Company and the Transaction Documents execution, delivery and Commercial Agreements to which performance of any of them is a party related agreements or contemplated transactions by Seller and Company will not (i) violate, violate or constitute a breach or default under, (Awhether upon lapse of time and/or the occurrence of any act or event or otherwise) such parties' respective certificates under the charter documents or by-laws of incorporation or bylaws or (B) except as set forth on Section 3.2(b) of Seller's Disclosure Schedule, any Material Contract to which any of them is such entities or violate or constitute a party material breach or under which default (whether upon lapse of time and/or the occurrence of any of their material assets are bound, except for any violations of act or breaches event or defaults otherwise) under any Material Contract that would notContract, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (ii) result in the imposition of any material Encumbrance, other than Permitted Encumbrances, Encumbrance against all any material asset or properties of Seller (with respect to the Purchased Assets or any portion of asset or property that Company or Buyer will acquire rights to use pursuant to the ▇▇▇▇▇▇ Transferred BusinessAncillary Agreements) or Company, or violate any Law. Subject to obtaining the Schedule 2.8 lists all Approvals and Permits listed required to be obtained by Seller or Company to consummate the transactions contemplated by this Agreement. Except for matters identified in Section 3.4 of Seller's Disclosure ScheduleSchedule 2.8 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the Qwest Transaction Parties' respective execution, execution and delivery of this Agreement by Seller and the performance of the Transaction Documents this Agreement and Commercial Agreements to which any of them is a party related or contemplated transactions by Seller or Company will not violate require filing or registration with, or the issuance of any Law in Permit by, any material respectother third party or Governmental Entity.

Authorization; No Conflicts. (a) The execution, delivery Each of Parent and performance of each of Merger Sub has full power and authority to execute and deliver this Agreement and the Transaction Documents and Commercial Ancillary Agreements to which any of the Qwest Transaction Parties it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which each of Parent and Merger Sub is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of such Qwest Transaction Party. The Transaction Documents each of Parent and Commercial Merger Sub, and no other corporate action on the part of Parent or Merger Sub is necessary to approve this Agreement or the Ancillary Agreements to which any Qwest Transaction Party they are a party or authorize or consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which each of Parent and Merger Sub is a party have been duly and validly executed and delivered by each of Parent and Merger Sub (assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by the other parties hereto and thereto) and constitute (or will upon execution constitute) the legally valid and binding obligations of such Qwest Transaction Partyeach of Parent and Merger Sub, enforceable against such Qwest Transaction Party each of Parent and Merger Sub in accordance with their respective terms terms, except as such the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium and other or similar laws and equitable principles Laws relating to or limiting creditors' affecting the rights generally. The Transaction Documents of creditors generally and Commercial Agreements to which Company is a party constitute the availability of equitable relief (whether in proceedings at law or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generallyequity). (b) The Qwest Transaction Parties' respective executionAssuming all consents, approvals, authorizations, filings and notifications and other actions set forth in Section 6.3 have been obtained or made, neither the execution and delivery and performance of this Agreement or the Transaction Documents and Commercial Ancillary Agreements to which any of them it is a party by each of Parent and Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby or thereby to be performed by Parent or Merger Sub, nor compliance by Parent or Merger Sub with any of the terms or provisions hereof or thereof, will not (i) violate, violate any provision of the organizational documents of Merger Sub or constitute a breach or default under, (A) such parties' respective certificates violate any provision of the certificate of incorporation or bylaws of Parent, (ii) (x) violate, conflict with or (B) except as set forth on Section 3.2(b) of Seller's Disclosure Schedulerequire any notice, filing, consent or approval under any Material Contract material applicable Law to which any of them is a party Parent, Merger Sub or under which any of their material respective properties, contracts or assets are boundsubject, except for any violations of or breaches or defaults under any Material Contract that would not(y) violate, individually or in the aggregateconflict with, reasonably be expected to result in a Material Adverse Effectbreach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or (iiboth, would constitute a default) under, result in the imposition termination of or a right of termination or cancellation under, accelerate or result in a right of acceleration of the performance required by, result in the creation of any material EncumbranceEncumbrance upon Parent Common Stock, properties, contracts or assets of Parent or Merger Sub under, or require any notice, approval or consent under, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other than Permitted Encumbrancesinstrument or obligation to which Parent Merger Sub is a party, against all or by which Parent Merger Sub, or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Scheduletheir respective properties or assets, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law may be bound or affected in any material respect.

Authorization; No Conflicts. (a) The executionSeller has the right, delivery power, and performance of each of authority to enter into this Agreement and the Transaction Documents and Commercial Other Agreements to which any it is a party, to consummate the transactions contemplated hereby and thereby, and otherwise to comply with and perform its obligations under, this Agreement and the Other Agreements. Each of the Qwest Transaction Parties is a party have been duly Seller Subsidiaries has the right, power, and validly authorized by all necessary corporate action on authority to execute, deliver and perform the part of such Qwest Transaction Party. The Transaction Documents and Commercial Other Agreements to which any Qwest Transaction Party it is or will be, a party constitute (or will upon execution constitute) and to perform its obligations thereunder and consummate the legally valid transactions contemplated to be performed and binding obligations of consummated by this Agreement and such Qwest Transaction Party, enforceable against such Qwest Transaction Party in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generallyOther Agreements. (b) The Qwest Transaction Parties' respective executionexecution and delivery by Seller of this Agreement do not, the execution and delivery by Seller and performance each of the Transaction Documents and Commercial Agreements Seller Subsidiaries of each Other Agreement to which any of them is it is, or will be, a party will not, and the consummation of the transactions contemplated to be consummated by it by this Agreement and such Other Agreements will not conflict with, or result in any breach of or constitute a default under (or an event that, with notice or lapse of time or both, would become a default), require any consent of any Person pursuant to, or give to others any rights of termination, acceleration or cancellation under, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, or result in the creation of any Lien (other than Permitted Encumbrances or Liens caused by Buyer) upon any of the Transferred Assets under, any provision of (i) violatein the case of Seller, or constitute a breach or default under, (A) such parties' respective certificates its certificate of incorporation or bylaws and, in the case of each of the Seller Subsidiaries, its comparable organizational documents, (ii) any Contract (including any Transferred Contract) to which Seller or any of the Seller Subsidiaries is a party or by which any of the Transferred Assets or Assumed Liabilities is bound, or (Biii) any injunction, judgment, Order or decree or statute, Law, ordinance, legally-binding rule, executive order, code or regulation applicable to Seller or any of the Seller Subsidiaries or any of the Transferred Assets or Assumed Liabilities, except as set forth on Section 3.2(b) of Seller's the Disclosure Schedule. No consent, Permit, authorization or approval of, or registration, declaration, notice or filing with, any Material Contract Governmental Authority, is required to which be obtained or made by or with respect to Seller or any of them is a party the Seller Subsidiaries in connection with the execution, delivery and performance of this Agreement or under which any of their material assets are boundthe Other Agreements or the consummation of the Acquisition and the other transactions contemplated hereby and by the Other Agreements, except for other than (A) compliance with and filings under applicable Antitrust Laws, (B) those that may be required solely by reason of Buyer’s (as opposed to any violations other third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Other Agreements, and (C) those the failure of which to obtain or breaches or defaults under any Material Contract that make would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. (c) Seller has duly executed and delivered this Agreement and on or prior to the Closing will have duly executed and delivered each Other Agreement to which it is, or will be, a party, and this Agreement constitutes, and each Other Agreement to which it is, or will be, a party will after the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with their terms, except to the extent that such enforceability may be limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, rehabilitation or similar Laws relating to the enforcement of creditors’ rights generally, (ii) the availability of the remedies of specific performance or injunctive relief which may be subject to the discretion of the court before which any Proceeding for such remedies may be brought, or (iiiii) result the exercise by any court of its discretion in invoking general principles of equity (the imposition of any material Encumbrance, other than Permitted Encumbrances, against all or any portion “Equitable Exceptions”). Each of the ▇▇▇▇▇▇ Transferred Business. Subject Seller Subsidiaries on or prior to obtaining the Approvals Closing will have duly executed and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements delivered each Other Agreement to which any of them is it is, or will be, a party, and each Other Agreement to which it is, or will be, a party will not violate any Law after the Closing constitute its legal, valid and binding obligation, enforceable against it in any material respectaccordance with its terms, except to the extent that such enforceability may be limited by the Equitable Exceptions.

Authorization; No Conflicts. (a) Seller has the requisite power and --------------------------- authority to enter into this Agreement and the Registration Rights Agreement and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of each of the Transaction Documents and Commercial Agreements to which any of the Qwest Transaction Parties is a party have this Agreement by Seller has been duly and validly authorized by the Trust Managers and by all other necessary corporate action on the part of such Qwest Transaction PartySeller, and no other proceedings on the part of Seller (including Trust Manager and shareholder approval) are necessary to authorize this Agreement or to consummate the transactions contemplated hereby except the shareholder consent needed to increase the number of authorized Common Shares to allow the issuance and sale of Shares on any Closing Date to occur. The Transaction Documents This Agreement has been duly executed and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) delivered by Seller and constitutes the legally valid and binding obligations obligation of such Qwest Transaction PartySeller, enforceable against such Qwest Transaction Party Seller in accordance with their respective terms its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generallygenerally (collectively, "EQUITABLE REMEDIES"). The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) Except as set forth in Schedule 3.5, the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective execution, delivery and performance of this Agreement by ------------ Seller and the Transaction Documents and Commercial Agreements to which any consummation by Seller of them is a party the transactions contemplated hereby will not (i) violateconflict with or result in the breach of any provisions of, or constitute a breach or default trigger any preferential rights under, (A) such parties' respective certificates the Charter Documents or the charter or organizational documents of incorporation Subsidiaries or bylaws or (B) except as set forth on Section 3.2(b) of Seller's Disclosure ScheduleSeller Partnerships, any Material Contract to which any of them is a party or under which any of their material assets are bound, except for any violations of or breaches or defaults under any Material Contract that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (ii) result in a breach or violation of, a default under, or the imposition triggering of any payment or other material Encumbranceobligations pursuant to, other than Permitted Encumbrancesor accelerate vesting under, against all any Seller Benefit Plans or any portion grant or award thereunder or any employment or consulting agreement or arrangement of Seller, any Subsidiary or any Seller Partnership, (iii) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination or in a right of termination or cancellation of, accelerate the performance required by, result in the creation of any Encumbrance upon any Properties under, result in the triggering of any rights under, or result in being declared void, voidable or without further binding effect, any of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 terms or provisions of any Material Contract of Seller's Disclosure Schedule, any Subsidiary or any Seller Partnership or (iv) violate any Law. Schedule 3.5 lists all Permits and Approvals ------------ required to be obtained by Seller, Subsidiaries and Seller Partnerships to consummate the transactions contemplated hereby. Except for matters identified in Schedule 3.5 as requiring that certain actions be taken by or ------------ with respect to a third party or Governmental Entity, the Qwest Transaction Parties' respective execution, execution and delivery of this Agreement by Seller and performance the consummation of the Transaction Documents and Commercial Agreements to which any of them is a party transactions contemplated hereby will not violate require the consent, authorization or approval or filing or registration with, or the issuance of any Law in Permit by, any material respectother third party or Governmental Entity under the terms of any applicable Laws or Material Contracts of Seller, Subsidiaries or Seller Partnerships.

Authorization; No Conflicts. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of each this Agreement and the consummation by them of the Transaction Documents and Commercial Agreements to which any of the Qwest Transaction Parties is a party transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part the board of such Qwest Transaction Partydirectors of each of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except only, with respect to the Merger, for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution, delivery and performance of this Agreement and the consummation by them of the transactions contemplated hereby. The Transaction Documents This Agreement has been duly and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the legally valid and binding obligations agreement of such Qwest Transaction Partythe Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against such Qwest Transaction Party each of Parent and Merger Sub in accordance with their respective terms its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles Laws of general applicability relating to or limiting affecting creditors' ’ rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute by general principles of equity (or will upon execution constitute) the legally valid and binding obligations regardless of Company, enforceable against Company in accordance with their respective terms except as whether such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to is considered in a proceeding in equity or limiting creditors' rights generallyat law). (b) The Qwest Transaction Parties' respective execution, execution and delivery by Parent and Merger Sub of this Agreement and the performance by Parent and Merger Sub of the Transaction Documents their obligations hereunder do not and Commercial Agreements to which any of them is a party will not require any Consents other than (i) violatewith respect to the Merger, or constitute a breach or default underthe filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, (Aii) such parties' respective certificates Consents of incorporation or bylaws or (B) except as set forth on Section 3.2(b) of Seller's Disclosure Schedule, any Material Contract to which any of them is a party the SEC or under which state securities or “blue sky” laws and the securities laws of any of their material assets are boundforeign country, except for and such Consents as may be required in any violations of jurisdiction where Parent or breaches Merger Sub is qualified or defaults under authorized to do business as a foreign corporation in order to maintain such qualification or authorization, and (iii) any Material Contract that other Consents that, if they were not obtained or made, would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Parent Material Adverse Effect, or . (iic) result in Assuming compliance with the imposition of any material Encumbrance, other than Permitted Encumbrances, against all or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed matters referenced in Section 3.4 of Seller's Disclosure Schedule3.3(b), the Qwest Transaction Parties' respective execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transaction Documents transactions contemplated hereby do not and Commercial Agreements will not (i) contravene or conflict with the organizational or governing documents of Parent or Merger Sub, (ii) contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to which Parent or Merger Sub or any of them their respective properties or assets or (iii) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent or Merger Sub; provided, however, than no representation or warranty is made in the foregoing clauses (ii) and (iii) with respect to matters that would not reasonably be expected, individually or in the aggregate, to have a party will not violate any Law in any material respectParent Material Adverse Effect.

Authorization; No Conflicts. (ai) The Company has the corporate power and authority to execute and deliver this Purchase Agreement and the Subordinated Notes and to perform its obligations hereunder and thereunder. The execution, delivery and performance of each this Purchase Agreement and the Subordinated Notes by the Company and the consummation of the Transaction Documents transactions contemplated hereby and Commercial Agreements to which any of the Qwest Transaction Parties is a party thereby have been duly and validly authorized by all necessary corporate action on the part of such Qwest Transaction Partythe Company. The Transaction Documents Board of Directors has duly approved the agreements and Commercial Agreements to which any Qwest Transaction Party is a party constitute (the transactions contemplated by this Purchase Agreement and the Subordinated Notes. No other corporate proceedings are necessary for the execution and delivery by the Company of this Purchase Agreement and the Subordinated Notes, the performance by it of its obligations hereunder or thereunder or the consummation by it of the transactions contemplated hereby or thereby. This Purchase Agreement has been and, the Subordinated Notes will have been, at the Closing duly and validly executed and delivered by the Company, assuming due authorization, execution and delivery by each Purchaser, are, or in the case of documents executed after the date of this Purchase Agreement, will be, upon execution constitute) execution, the legally valid and binding obligations of such Qwest Transaction Party, the Company enforceable against such Qwest Transaction Party the Company in accordance with their respective terms terms, except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer and other similar laws and equitable principles of general applicability relating to or limiting affecting creditors' rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute or by general equity principles (whether applied in equity or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generallyat law). (bii) The Qwest Transaction Parties' respective execution, Neither the execution and delivery by the Company of this Purchase Agreement and performance the Subordinated Notes nor the consummation of the Transaction Documents and Commercial Agreements to which transactions contemplated hereby or thereby, nor compliance by the Company with any of them is a party the provisions hereof or thereof, will not (iA) violate, conflict with, or result in a breach of any provision of, or constitute a breach default (or default an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or result in the loss of any benefit or creation of any right on the part of any third party under, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any liens, charges, adverse rights or claims, pledges, covenants, title defects, security interests and other encumbrances of any kind (A"Liens") such parties' respective certificates upon any of the properties or assets of the Company or any Company Subsidiary, under any of the terms, conditions or provisions of (i) the certificate of incorporation or bylaws (or similar governing documents) of the Company and the Company Subsidiary or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, contract, arrangement, agreement or other instrument or obligation to which the Company or the Company Subsidiary is a party or by which it may be bound, or to which the Company or the Company Subsidiary, or any of the properties or assets of the Company or the Company Subsidiary may be subject, or (B) except as set forth on Section 3.2(b) of Seller's Disclosure Schedule, violate any Material Contract Law applicable to which any of them is a party the Company or under which the Company Subsidiary or any of their material respective properties or assets are boundexcept in the case of clauses (A)(ii) and (B) of this paragraph for such violations, except for any violations of or conflicts and breaches or defaults under any Material Contract that as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (iii) Neither the execution and delivery by the Company of this Purchase Agreement and the Subordinated Notes nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or (ii) result in thereof require any approval or ratification of the imposition holders of the outstanding capital stock of the Company or of any material Encumbrance, other than Permitted Encumbrances, against all or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law in any material respectgroup thereof.

Authorization; No Conflicts. (a) The Company has all necessary corporate power and authority and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of each this Agreement, the Indenture, the Convertible Notes and the Registration Rights Agreement, and the consummation by the Company of the Transaction Documents transactions contemplated hereby and Commercial Agreements to which any thereby and, following the effectiveness of such actions, for the due authorization, issuance, sale and delivery of the Qwest Transaction Parties is a party have been duly Purchased Notes and validly authorized by the reservation, issuance and delivery of the Conversion Shares. The Company has all necessary corporate power and authority and, except for receipt of the Company Shareholder Approval and the filing of the Certificate of Designations with the Secretary of State of the State of Texas, has taken all necessary corporate action on required for the part due authorization, issuance, sale and delivery of such Qwest Transaction Partythe shares of Series A Preferred Stock that may be issuable upon exchange of the Purchased Notes. The Transaction Documents This Agreement has been, and Commercial Agreements to which any Qwest Transaction Party is the Indenture, the Convertible Notes and the Registration Rights Agreement, at the Closing will be, duly executed and delivered by the Company. Assuming due execution and delivery thereof by each of the other parties hereto or thereto, this Agreement, the Indenture, the Convertible Notes and the Registration Rights Agreement will each be a party constitute (or will upon execution constitute) the legally valid and binding obligations obligation of such Qwest Transaction Party, the Company enforceable against such Qwest Transaction Party the Company in accordance with their respective terms its terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium and or other similar laws and equitable principles legal requirement relating to or limiting affecting creditors' ’ rights generally. The Transaction Documents generally and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable is subject to general principles relating to of equity (regardless of whether enforceability is considered in a proceeding in equity or limiting creditors' rights generallyat law). (b) The Qwest Transaction Parties' respective authorization, execution, delivery and performance by the Company of this Agreement, the Indenture, the Convertible Notes and the Registration Rights Agreement, and the consummation by the Company of the Transaction Documents transactions contemplated hereby and Commercial Agreements to which thereby, including the authentication and delivery of the Purchased Notes, the issuance of any shares of them is a party Series A Preferred Stock upon exchange of the Purchased Notes and the issuance of any Conversion Shares do not and will not not: (i) violate, violate or constitute a result in the breach of any provision of the Certificate of Formation or default under, (A) such parties' respective certificates Bylaws of incorporation or bylaws the Company; or (Bii) except as set forth on Section 3.2(b) of Seller's Disclosure Schedulewith such exceptions that have not had, any Material Contract and would not reasonably be expected to which any of them is a party or under which any of their material assets are bound, except for any violations of or breaches or defaults under any Material Contract that would nothave, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: (A) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to the Company or any of its Subsidiaries or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement (iieach, a “Contract”) to which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under any such Contract; (B) violate any provision of, constitute a breach of, or default under, any applicable state, federal or local law, rule or regulation or any Privacy Obligation; or (C) result in the imposition creation of any material Encumbrancelien upon any assets, rights or properties of the Company or any of its Subsidiaries or the suspension, revocation or forfeiture of any franchise, permit or license granted by a Governmental Entity to the Company or any of its Subsidiaries, other than Permitted Encumbrances, against all liens under federal or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law in any material respectstate securities laws or liens created by Purchaser.

Authorization; No Conflicts. (a) The execution, delivery and performance of each of this Agreement and the Transaction Documents and Commercial Ancillary Agreements to which any of the Qwest Transaction Parties is a party by Buyer have been duly and validly authorized by the Managing Member of Buyer and by all other necessary corporate limited liability company action on the part of such Qwest Transaction PartyBuyer. The Transaction Documents No approval of Buyer’s holders of Equity Interests is required for Buyer to execute and Commercial deliver this Agreement or any Ancillary Agreement, or to perform the transactions contemplated by this Agreement or any Ancillary Agreement. This Agreement constitutes, and the Ancillary Agreements to which any Qwest Transaction Party is a will constitute upon the execution thereof by each applicable contemplated party constitute (or will upon execution constitute) thereto, the legally valid and binding obligations obligation of such Qwest Transaction PartyBuyer, enforceable against such Qwest Transaction Party Buyer in accordance with their respective terms terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws Laws and equitable principles relating to or limiting creditors' ’ rights generally, and as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of a court of competent jurisdiction before which any proceeding may be brought. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective execution, delivery and performance of this Agreement and the Transaction Documents and Commercial Ancillary Agreements to which any of them is a party by Buyer will not (i) violate, or constitute a breach or default under(whether upon lapse of time and/or the occurrence of any act or event or otherwise) under the Organizational Documents of Buyer, (Aii) such parties' respective certificates result in a breach of, or default under (or give rise to a right of incorporation termination, cancellation, modification or bylaws or (Bacceleration) except as set forth on Section 3.2(b) of Seller's Disclosure Schedule, any Material material Contract to which any of them Buyer is a party party, or under which (iii) require any of their material assets are boundApprovals to be obtained, except in the case of the foregoing (ii) and (iii) for any violations of such breaches, default or breaches or defaults under any Material Contract that Approvals which have not had, and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected a material adverse effect on Buyer’s ability to result in a Material Adverse Effect, or (ii) result in the imposition of any material Encumbrance, other than Permitted Encumbrances, against all or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law in any material respectperform its obligations under this Agreement.

Authorization; No Conflicts. (a) The execution, delivery SOFTBANK has all requisite corporate power and performance of each of the Transaction Documents authority to execute and Commercial Agreements deliver this Agreement and to which any of the Qwest Transaction Parties is a party have been duly and validly authorized by all necessary corporate action on the part of such Qwest Transaction Party. The Transaction Documents and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) the legally valid and binding perform its obligations of such Qwest Transaction Party, enforceable against such Qwest Transaction Party under this Agreement in accordance with their respective terms except as such enforceability may be limited by its terms. SOFTBANK has taken all necessary action to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement constitutes the valid and legally binding obligation of SOFTBANK, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, and other similar laws and equitable principles of general applicability relating to or limiting affecting creditors' rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generallygeneral equity principles. (b) The Qwest Transaction Parties' respective executionexecution and delivery of this Agreement by SOFTBANK do not, delivery and the performance by SOFTBANK of its obligations under this Agreement and the consummation of the Transaction Documents and Commercial Agreements transactions contemplated hereby will not, violate any provision of any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit (collectively, "Laws") applicable to which SOFTBANK, or any existing writ or decree of them is a party will not any court or governmental or regulatory authority, agency, commission, body or other governmental entity (i"Governmental Entity") applicable to SOFTBANK, or violate, conflict with or constitute a breach of, or a default underunder the Articles of Incorporation or Bylaws of SOFTBANK, or result in a violation or breach of, or constitute (Awith or without due notice or lapse of time or both) such parties' respective certificates a default (or give rise to any right of incorporation termination, cancellation, modification or bylaws acceleration) (whether after the giving of notice or the passage of time or both) under any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (B"Contracts") except as set forth on Section 3.2(b) of Seller's Disclosure Schedule, any Material Contract to which any of them SOFTBANK is a party or under which any of their material assets are boundis binding on it or its assets, except for any violations of or breaches or defaults under any Material Contract that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (ii) and will not result in the imposition creation of any material Encumbrancelien on, other than Permitted Encumbrancesor security interest in, against all or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 assets or properties of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law in any material respectSOFTBANK.

Authorization; No Conflicts. (a) The Company has full corporate power and authority to enter into this Agreement and the Ancillary Documents and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of this Agreement and each Ancillary Document have been duly authorized by all necessary corporate action. The consummation of the Company's obligations under this Agreement and the Ancillary Documents shall be duly authorized by all necessary corporate action prior to Closing. This Agreement has been, and on or prior to the Closing Date each Ancillary Document will be, duly and validly executed and delivered by the Company. This Agreement constitutes, and upon its execution and delivery on or prior to the Closing Date, each Ancillary Document will constitute, a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and by general equitable principles. The execution, delivery and performance of each this Agreement and the Ancillary Documents by the Company, the consummation of the Transaction Documents transactions by the Company contemplated hereby and Commercial Agreements to which any of thereby and the Qwest Transaction Parties is a party have been duly compliance by the Company with the provisions hereof and validly authorized by all necessary corporate action on the part of such Qwest Transaction Party. The Transaction Documents and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) the legally valid and binding obligations of such Qwest Transaction Party, enforceable against such Qwest Transaction Party in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party thereof will not (i) violateconflict with, violate or result in a breach of any provision of, require a consent, approval or notice under, or constitute a breach default (or default an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of the Company under, (Ai) such parties' respective certificates the articles of incorporation incorporation, by-laws or bylaws other governing instrument of the Company, (ii) any Contractual Obligation of the Company or (Biii) except as set forth on Section 3.2(bassuming that the filings, consents and approvals specified in Schedule 3.1(d) of Seller's Disclosure Schedulehave been obtained or made and any waiting period applicable thereto has expired or been terminated, any Material Contract Requirement of Law applicable to which any of them is a party or under which any of their material assets are boundthe Company, except for any violations of or breaches or defaults under any Material Contract that would notexcept, individually or in the aggregatecase of clauses (ii) and (iii) above, reasonably be expected to result in such conflicts, violations, breaches, consents, approvals, notices, defaults, terminations, accelerations or Liens which would not have a Material Adverse Effect, or (ii) result in the imposition of any material Encumbrance, other than Permitted Encumbrances, against all or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law in any material respect.

Authorization; No Conflicts. (a) The Company has full corporate power and authority to enter into this Amendment and to perform its obligations hereunder. The execution, delivery and performance by the Company of each this Amendment and the consummation of the Transaction Documents and Commercial Agreements to which any of the Qwest Transaction Parties is a party Company's obligations hereunder have been duly and validly authorized by all necessary corporate action on action. This Amendment has been duly and validly executed and delivered by the part of such Qwest Transaction PartyCompany. The Transaction Documents and Commercial Agreements Company's Board of Directors has resolved to which any Qwest Transaction Party is recommend that its shareholders vote for the Shareholder Approval. This Amendment constitutes a party constitute (or will upon execution constitute) the legally valid and legally binding obligations obligation of such Qwest Transaction Party, the Company enforceable against such Qwest Transaction Party the Company in accordance with their respective terms its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other or similar laws affecting creditors generally and by general equitable principles relating principles. Except as set forth in Schedule 3.1(c) to or limiting creditors' rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of CompanyInvestment Agreement, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective the execution, delivery and performance of this Amendment by the Transaction Documents Company, the consummation of the transactions by the Company contemplated hereby and Commercial Agreements to which any of them is a party the compliance by the Company with the provisions hereof will not (i) violateconflict with, violate or result in a breach of any provision of, require a consent, approval or notice under, or constitute a breach default (or default an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of the Company or Material Subsidiaries under, (Ai) such parties' respective certificates the articles of incorporation incorporation, by-laws or bylaws other governing instrument of the Company or any Material Subsidiary, (ii) any Contractual Obligation of the Company or any Material Subsidiary or (Biii) except as set forth on Section 3.2(bassuming that the filings, consents and approvals specified in Schedule 3.1(d) of Seller's Disclosure Scheduleto the Investment Agreement have been obtained or made and any waiting period applicable thereto has expired or been terminated, any Material Contract Requirement of Law applicable to which any of them is a party the Company or under which any of their material assets are bound, except for any violations of or breaches or defaults under any Material Contract that would notSubsidiary, individually or except, in the aggregatecase of clauses (ii) and (iii) above, reasonably be expected to result in such conflicts, violations, breaches, consents, approvals, notices, defaults, terminations, accelerations or Liens which would not have a Material Adverse Effect, or (ii) result in the imposition of any material Encumbrance, other than Permitted Encumbrances, against all or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law in any material respect.

Authorization; No Conflicts. (ai) The Company has the corporate power and authority to enter into this Agreement and the Transaction Documents and to carry out its obligations hereunder and thereunder. The execution, delivery and performance by the Company of each of this Agreement and the Transaction Documents and Commercial Agreements to which any the consummation by the Company of the Qwest transactions contemplated hereby and thereby have been duly approved and authorized by the Board of Directors. This Agreement and the Transaction Parties is a party Documents have been duly and validly authorized executed and delivered by all necessary corporate action on the part of such Qwest Transaction Party. The Company and, assuming due authorization, execution and delivery by each Investor and the other parties thereto, this Agreement and the Transaction Documents and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) the legally are valid and binding obligations of such Qwest Transaction Party, the Company enforceable against such Qwest Transaction Party in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by terms, subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including all laws relating to fraudulent transfers), reorganization, moratorium and other or similar laws affecting creditors’ rights generally and equitable subject to the effect of general principles relating of equity (regardless of whether considered in a proceeding at law or in equity). No other corporate proceedings are necessary for the execution and delivery by the Company of this Agreement or the Transaction Documents, the performance by it of its obligations hereunder and thereunder or the consummation by it of the transactions contemplated hereby and thereby, subject, in the case of issuance of the Warrant Shares, to approval of the proposal to approve the issuance of the Warrant Shares for purposes of the NASDAQ Marketplace Rules (the “Shareholder Proposal”) by the Company Requisite Vote. Other than as set forth in Section 2.2(d)(i) of the Disclosure Schedule (the “Company Requisite Vote”), no vote of the shareholders or limiting creditors' rights generallythe Company is required to approve the Agreement, the Transaction Documents or the transactions contemplated hereby or thereby. (bii) The Qwest Neither the execution and delivery by the Company of this Agreement or the Transaction Parties' respective executionDocuments, delivery and performance nor the consummation of the Transaction Documents transactions contemplated hereby and Commercial Agreements to which thereby, nor compliance by the Company with any of them is a party the provisions hereof and thereof will not (iA) violate, conflict with, or result in a breach of any provision of, or constitute a breach default (or default an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of the Company or any Company Subsidiary under any of the terms, conditions or provisions of (Ai) such parties' respective its restated articles of incorporation (as amended), amended and restated bylaws or certificates of incorporation designation or bylaws the articles of incorporation, charter, bylaws, certificates of designation or other governing instrument of any Company Subsidiary or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which it may be bound, or to which the Company or any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be subject, or (B) except as set forth on Section 3.2(b) of Seller's Disclosure Scheduleviolate any law, statute, ordinance, rule, regulation, permit, concession, grant, franchise or any Material Contract judgment, ruling, order, writ, injunction or decree applicable to which the Company or any of them is a party Company Subsidiary or under which any of their material assets are boundrespective properties or assets, except for any violations of or breaches or defaults under any Material Contract that would not, individually or in the aggregatecase of clause (A)(ii) and (B), reasonably be expected to result in as would not have a Material Adverse Effect, or (ii) result in the imposition of any material Encumbrance, other than Permitted Encumbrances, against all or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law in any material respect.

Authorization; No Conflicts. (a) The Company has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of each this Agreement by the Company, and the consummation by it of the Transaction Documents and Commercial Agreements to which any of the Qwest Transaction Parties is a party transactions contemplated hereby, have been duly authorized and validly authorized approved by all necessary the Board, and the Board has determined that the Merger is fair to, and in the best interests of the Stockholders, declared that the Merger is advisable and recommended the approval of the Merger and the adoption of this Agreement by the Stockholders. No other corporate action on the part of such Qwest Transaction Partythe Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby (other than the aforementioned Stockholder approval and adoption, the filing of appropriate merger documents as required by the DGCL and filings required under the HSR Act). The Transaction Documents This Agreement has been duly executed and Commercial Agreements to which any Qwest Transaction Party is delivered by the Company and, assuming that this Agreement constitutes a party constitute (or will upon execution constitute) the legally valid and binding obligations obligation of such Qwest Transaction PartyParent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against such Qwest Transaction Party the Company in accordance with their respective terms its terms, except as such to the extent that its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws and equitable principles relating to or limiting affecting the enforcement of creditors' rights generallygenerally and by general equitable principles. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective execution, delivery and performance of this Agreement by the Transaction Documents Company do not, and Commercial Agreements to which any the consummation of them is a party the transactions contemplated by this Agreement will not not, (i) violateconflict with any of the provisions of the Company's certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of the Company or constitute any of the Company Subsidiaries, in each case, as amended, (ii) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, (A) such parties' respective certificates result in the acceleration of incorporation obligations under, create in any party the right to terminate, modify or bylaws cancel, or (B) except as set forth on Section 3.2(b) of Seller's Disclosure Schedulerequire any notice, consent or waiver under, any Material Contract to which the Company or any of them Company Subsidiary is a party or under by which the Company or any Company Subsidiary is bound or to which any of their respective assets is subject or (iii) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene in any material assets are bound, except for respect any violations of domestic or breaches foreign Law or defaults under any Material Contract that would not, individually Order currently in effect applicable to the Company or in the aggregate, reasonably be expected to result in a Material Adverse Effectany Company Subsidiary, or (iiiv) result in the imposition of any material Encumbrance, other than Permitted Encumbrances, against all Lien upon any assets of the Company or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law in any material respectCompany Subsidiary.

Authorization; No Conflicts. (a) Purchaser has the requisite corporate power and authority, as applicable, and has taken all corporate action necessary to execute and deliver this Agreement and each Other Transaction Document to which it is, or shall become a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each Other Transaction Document to be executed and delivered by Purchaser, and the consummation by Purchaser of the Transaction Documents transactions contemplated hereby and Commercial Agreements to which any of the Qwest Transaction Parties is a party thereby, have been duly authorized and validly authorized approved by all necessary the Board of Directors of Purchaser, and no other corporate action on the part of such Qwest Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and each Other Transaction PartyDocument by Purchaser and the consummation of the transactions contemplated hereby and thereby. The This Agreement and the Other Transaction Documents to be executed and Commercial Agreements to which any Qwest Transaction Party is a party constitute (delivered by Purchaser have been or will upon execution constitute) be duly executed and delivered by Purchaser and, assuming that this Agreement and each of the legally Other Transaction Documents constitutes a valid and binding obligations obligation of such Qwest Transaction PartySeller when executed and delivered by Seller, constitutes a valid and binding obligation of Purchaser enforceable against such Qwest Transaction Party Purchaser in accordance with their respective terms terms, except as such to the extent that their enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws Laws affecting the enforcement of creditors’ rights generally and by general equitable principles relating to or limiting creditors' rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generallyprinciples. (b) The Qwest execution and delivery of this Agreement and each Other Transaction Parties' respective executionDocument to be executed and delivered by Purchaser as contemplated hereby do not, delivery and performance the consummation of the transactions contemplated by this Agreement and by the Other Transaction Documents and Commercial Agreements to which any of them is a party will not not: (i) violateconflict with any of the provisions of the certificate or articles of incorporation or by-laws or other equivalent charter documents, as applicable, of Purchaser; (ii) conflict with, result in a breach of or default under (with or without notice or lapse of time, or constitute a breach or default under, both) any (A) such parties' respective certificates Permit of incorporation Purchaser or bylaws any of its Subsidiaries or (B) except as set forth on Section 3.2(b) of Seller's Disclosure Schedule, any Material Contract to which Purchaser or any of them its Subsidiaries is a party or under by which any of their material assets are boundbound or subject; or (iii) subject to the receipt or making of the consents, approvals, authorizations and filings referred to in Section 4.5, contravene any Law or Order currently in effect, except in the case of clauses (ii) and (iii) above, for any violations of such conflicts, breaches, defaults or breaches or defaults under any Material Contract that contraventions which would notnot reasonably be expected to (x) have, individually or in the aggregate, reasonably be expected to result in a Purchaser Material Adverse Effect, Effect or (iiy) result in impair or delay Purchaser’s ability to consummate the imposition of any material Encumbrance, other than Permitted Encumbrances, against all transactions contemplated by this Agreement or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Other Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law in any material respectDocuments.

Authorization; No Conflicts. (a) Seller has the requisite power and authority to enter into this Agreement and the Ancillary Agreements and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of each of this Agreement and the Transaction Documents and Commercial Ancillary Agreements to which any of the Qwest Transaction Parties is a party have by Seller has been duly and validly authorized by the Trust Managers and by the shareholders of the Trust and by all other necessary corporate action on the part of such Qwest Transaction PartySeller, and no other proceedings on the part of Seller (including Trust Manager and shareholder approval) are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby or thereby. The Transaction Documents This Agreement and Commercial the Ancillary Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) have been duly executed and delivered by Seller and each document constitutes the legally valid and binding obligations obligation of such Qwest Transaction PartySeller, enforceable against such Qwest Transaction Party Seller in accordance with their respective terms its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generallygenerally (collectively, "EQUITABLE REMEDIES"). The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) Except as set forth in Schedule 3.5, the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective execution, delivery and performance of this Agreement and the Transaction Documents Ancillary Agreements by Seller and Commercial the consummation by Seller of the transactions contemplated under this Agreement and the Ancillary Agreements to which any of them is a party will not (i) violateconflict with or result in the breach of any provisions of, or constitute a breach or default trigger any preferential rights under, (A) such parties' respective certificates the Charter Documents or the charter or organizational documents of incorporation Subsidiaries or bylaws or (B) except as set forth on Section 3.2(b) of Seller's Disclosure ScheduleSeller Partnerships, any Material Contract to which any of them is a party or under which any of their material assets are bound, except for any violations of or breaches or defaults under any Material Contract that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (ii) result in a breach or violation of, a default under, or the imposition triggering of any payment or other material Encumbranceobligations pursuant to, other than Permitted Encumbrancesor accelerate vesting under, against all any Seller Benefit Plans or any portion grant or award thereunder or any employment or consulting agreement or arrangement of Seller, any Subsidiary or any Seller Partnership, (iii) violate, conflict with, result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination or in a right of termination or cancellation of, accelerate the performance required by, result in the creation of any Encumbrance upon any Properties under, result in the triggering of any rights under, or result in being declared void, voidable or without further binding effect, any of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 terms or provisions of any Material Contract of Seller's Disclosure Schedule, any Subsidiary or any Seller Partnership or (iv) violate any Law. Schedule 3.5 lists all Permits and Approvals required to be obtained by Seller, Subsidiaries and Seller Partnerships to consummate the transactions contemplated hereby. Except for matters identified in Schedule 3.5 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the Qwest Transaction Parties' respective execution, execution and delivery of this Agreement and performance the Ancillary Agreements by Seller and the consummation of the Transaction Documents transactions contemplated hereby and Commercial Agreements to which any of them is a party thereby will not violate require the consent, authorization or approval or filing or registration with, or the issuance of any Law in Permit by, any material respectother third party or Governmental Entity under the terms of any applicable Laws or Material Contracts of Seller, Subsidiaries or Seller Partnerships.

Authorization; No Conflicts. (a) Purchaser has the requisite corporate power and authority, as applicable, and has taken all corporate action necessary to execute and deliver this Agreement and each Other Transaction Document to which it is, or shall become a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each Other Transaction Document to be executed and delivered by Purchaser, and the consummation by Purchaser of the Transaction Documents transactions contemplated hereby and Commercial Agreements to which any of the Qwest Transaction Parties is a party thereby, have been duly authorized and validly authorized approved by all necessary the Board of Directors of Purchaser, and no other corporate action on the part of such Qwest Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and each Other Transaction PartyDocument by Purchaser and the consummation of the transactions contemplated hereby and thereby. The This Agreement and the Other Transaction Documents to be executed and Commercial Agreements to which any Qwest Transaction Party is a party constitute (delivered by Purchaser have been or will upon execution constitute) be duly executed and delivered by Purchaser and, assuming that this Agreement and each of the legally Other Transaction Documents constitutes a valid and binding obligations obligation of such Qwest Transaction PartySeller when executed and delivered by Seller, constitutes a valid and binding obligation of Purchaser enforceable against such Qwest Transaction Party Purchaser in accordance with their respective terms terms, except as such to the extent that their enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws and equitable principles relating to or limiting Laws affecting the enforcement of creditors' rights generally. The Transaction Documents generally and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and general equitable principles relating to or limiting creditors' rights generallyprinciples. (b) The Qwest execution and delivery of this Agreement and each Other Transaction Parties' respective executionDocument to be executed and delivered by Purchaser as contemplated hereby do not, delivery and performance the consummation of the transactions contemplated by this Agreement and by the Other Transaction Documents and Commercial Agreements to which any of them is a party will not not: (i) violateconflict with any of the provisions of the certificate or articles of incorporation or by-laws or other equivalent charter documents, as applicable, of Purchaser; (ii) conflict with, result in a breach of or default under (with or without notice or lapse of time, or constitute a breach or default under, both) any (A) such parties' respective certificates Permit of incorporation Purchaser or bylaws any of its Subsidiaries or (B) except as set forth on Section 3.2(b) of Seller's Disclosure Schedule, any Material Contract to which Purchaser or any of them its Subsidiaries is a party or under by which any of their material assets are boundbound or subject; or (iii) subject to the receipt or making of the consents, approvals, authorizations and filings referred to in Section 4.5, contravene any Law or Order currently in effect, except in the case of clauses (ii) and (iii) above, for any violations of such conflicts, breaches, defaults or breaches or defaults under any Material Contract that contraventions which would notnot reasonably be expected to (x) have, individually or in the aggregate, reasonably be expected to result in a Purchaser Material Adverse Effect, Effect or (iiy) result in impair or delay Purchaser's ability to consummate the imposition of any material Encumbrance, other than Permitted Encumbrances, against all transactions contemplated by this Agreement or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Other Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law in any material respectDocuments.

Authorization; No Conflicts. (a) The execution, delivery and performance of each of the Transaction Documents and Commercial Agreements to which any of the Qwest Transaction Parties is a party have this Agreement by Seller has been duly and validly authorized by the Board of Directors and shareholders of Seller and by all other necessary corporate action on the part of such Qwest Transaction PartySeller. The Transaction Documents This Agreement and Commercial Agreements to which any Qwest Transaction Party is a party the other agreements contemplated hereby constitute (or will upon execution constitute) the legally valid and binding obligations obligation of each of the Selling Parties who are a party to such Qwest Transaction Partyagreement, enforceable against each such Qwest Transaction Party party in accordance with their respective terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' creditors rights generally. The Transaction Documents and Commercial Agreements Subject to which Company is a party constitute (or will upon execution constitute) obtaining all Approvals, the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective execution, delivery and performance of this Agreement by the Transaction Documents Selling Parties, and Commercial Agreements to which the execution, delivery and performance of any of them is a party related agreements or contemplated transactions by the Selling Parties will not (iwith the passage of time, notice or both) violate, or constitute a breach or default under, (A) such parties' respective certificates of incorporation the charter documents or bylaws or (B) except as set forth on Section 3.2(b) of Seller's Disclosure Schedule, any Material written or oral agreement between or among any current of former shareholders of Seller, any Assumed Contract to which or any other contract of them is a party Seller or under which Selling Parties (including, without limitation, any of their material assets are boundtrust documents governing the GFS Trust or the AS Trust), except for any violations of or breaches or defaults under any Material Contract that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (ii) result in the imposition of any material Encumbrance, other than Permitted Encumbrances, Encumbrance against all any assets or properties of Seller or any portion of the ▇▇▇▇▇▇ Transferred Purchased Assets or violate any law applicable to any Selling Party or the Business. Subject Schedule 4.2 lists all Permits and Approvals required to obtaining be obtained by the Approvals and Permits listed in Section 3.4 of Seller's Disclosure ScheduleSelling Parties to consummate the transaction contemplated by this Agreement. Except for matters identified on Schedule 4.2 as requiring that certain actions be taken by or with respect to a third party or a governmental entity, the Qwest Transaction Parties' respective execution, execution and delivery of this Agreement by the Selling Parties and the performance of this Agreement and any related or contemplated transaction by the Transaction Documents and Commercial Agreements Selling Parties will not require filing or registration with, or the issuance of any Permit by, any other third party or governmental entity under the terms of any applicable laws or contracts to which any of them Selling Party is a party will not violate any Law in any material respectparty.

Authorization; No Conflicts. (a) Each of Parent and Merger Sub has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement and each other Transaction Document to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by Parent and Merger Sub, the consummation by each of the Transaction Documents and Commercial Agreements to which any them of the Qwest Transaction Parties is a party transactions contemplated hereby and the performance by each of them of their respective obligations hereunder have been duly authorized and validly authorized approved by all necessary the board of directors of Merger Sub and have been duly approved and adopted by Parent as the sole shareholder of Merger Sub. No other corporate action on the part of such Qwest Transaction Partyeither of Parent or Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement by each of Parent and Merger Sub and the consummation of the transactions contemplated hereby. The This Agreement and the other Transaction Documents and Commercial Agreements to which any Qwest Transaction Party Parent or Merger Sub is a party constitute (have been or will upon execution constitute) the legally be duly executed and delivered by each of Parent and Merger Sub and, assuming that this Agreement constitutes a valid and binding obligations obligation of such Qwest Transaction Partythe Company, constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against such Qwest Transaction Party each of Parent and Merger Sub in accordance with their respective terms its terms, except as that such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws and equitable principles relating to or limiting affecting the enforcement of creditors' ’ rights generally. The Transaction Documents , and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and general equitable principles relating to or limiting creditors' rights generallyprinciples. (b) The Qwest execution and delivery of this Agreement and each other Transaction Parties' respective executionDocument do not, delivery and performance the consummation of the transactions contemplated by this Agreement and each other Transaction Documents and Commercial Agreements to which any Document will not, directly or indirectly (with or without notice or lapse of them is a party will not time or both), (i) violateconflict with or violate any of the provisions of the certificate of incorporation or bylaws (or comparable documents) of Parent or Merger Sub, (ii) conflict with, or constitute a result in any violation of, breach of or default under, (A) such parties' respective certificates or give rise to a right of incorporation termination, cancellation, acceleration, modification or bylaws loss of any material benefit or (B) except as set forth on Section 3.2(b) material obligation under, or result in the creation of Seller's Disclosure Scheduleany Lien upon any of the properties or assets of Parent or Merger Sub under, any Material Contract material Contract, to which any of them Parent or Merger Sub is a party or under by which Parent or Merger Sub or any of their respective assets is bound or subject or (iii) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.3, contravene in any material assets are boundrespect any domestic or foreign Law or any Order currently in effect and binding upon Parent or Merger Sub, except for any violations except, in the case of or breaches or defaults under any Material Contract that clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectprevent, materially delay or (ii) result in materially impair the imposition ability of any material Encumbrance, Parent or Merger Sub to consummate the Merger and the other than Permitted Encumbrances, against all or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law in any material respecttransactions contemplated by this Agreement.

Authorization; No Conflicts. (a) Holdings has full limited liability company, power and authority to execute and deliver this Agreement and each Transaction Agreement that is to be executed by Holdings, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each of the Transaction Agreements to be executed by Holdings and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of management of Holdings, and Holdings, in its capacity as the sole stockholder of the Company, has, by its execution and delivery hereof irrevocably delivered the Company Stockholder Approval, and no other corporate proceedings on the part of Holdings are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been, and each of the Transaction Agreements to be executed by Holdings will be, at or prior to the Closing, duly and validly authorized, executed and delivered by Holdings, and assuming that this Agreement and each of the Transaction Agreements to be executed by Holdings is a valid and binding obligation of the other parties hereto and thereto, this Agreement constitutes, and each of the Transaction Agreements to be executed by Holdings when so executed and delivered will constitute, legal, valid and binding obligations of Holdings, enforceable against Holdings, in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors' rights or to general principles of equity (the "Enforceability Exceptions"). (b) The execution, delivery and performance of each this Agreement and any Transaction Agreement to which Holdings is a party by Holdings and the consummation of the Transaction transactions contemplated hereby or thereby do not and will not (a) conflict with or violate any provision of, or result in the breach of the Organizational Documents and Commercial Agreements of Holdings, (b) conflict with or result in any violation of any provision of any Law or Governmental Order applicable to which Holdings or any of its properties or assets, (c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the Qwest Transaction Parties is a party have been duly and validly authorized by all necessary corporate action on the part terms, conditions or provisions of such Qwest Transaction Party. The Transaction Documents and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) the legally valid and binding obligations of such Qwest Transaction Party, enforceable against such Qwest Transaction Party in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not (i) violate, or constitute a breach or default under, (A) such parties' respective certificates of incorporation or bylaws or (B) except as set forth on Section 3.2(b) of Seller's Disclosure Schedule, any Material Contract to which any of them Holdings is a party or under by which any of their material its assets are boundor properties may be bound or affected, or (d) result in the creation of any Lien upon any of the properties or assets of Holdings except (in the case of clauses (b), (c) or (d) above) for any violations of or such violations, conflicts, breaches or defaults under any Material Contract that which would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, or (ii) result in material adverse effect on the imposition ability of any material Encumbrance, other than Permitted Encumbrances, against all Holdings to enter into and perform its obligations under this Agreement or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements Agreement to which any of them Holdings is a party will not violate any Law in any material respectparty.

Authorization; No Conflicts. (a) The execution, delivery and performance of each of this Agreement, the Transaction Documents Facility Lease, Photomask Supply and Commercial Agreements to which Strategic Alliance Agreement and any of the Qwest Transaction Parties is a party have other related agreements by Seller has been duly and validly authorized by the Board of Directors of Seller and by all other necessary corporate action on the part of such Qwest Transaction PartySeller. The Transaction Documents This Agreement has been and Commercial Agreements the Facility Lease Agreement, Photomask Supply and Strategic Alliance Agreement and any related agreements to which any Qwest Transaction Party Seller is a party shall, prior to or simultaneously with the Closing, be duly executed and delivered by Seller and constitute (or will upon execution constitute) the legally valid and binding obligations of such Qwest Transaction PartySeller, enforceable against such Qwest Transaction Party Seller in accordance with their respective terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' creditors rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective execution, delivery and performance of this Agreement, the Transaction Documents Facility Lease Agreement, the Photomask Supply and Commercial Agreements to which Strategic Alliance Agreement and the Strategic Alliance Agreement by Seller and the execution, delivery and performance of any of them is a party will related agreements or contemplated transactions by Seller shall not (i) violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under, (A) such parties' respective certificates the charter documents or by-laws of incorporation Seller or bylaws or (B) except as set forth on Section 3.2(b) of Seller's Disclosure Schedule, any Material Contract to which any of them is a party or under which any of their material assets are boundSeller, except for any violations of or breaches or defaults under any Material Contract that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (ii) result in the imposition of any material Encumbrance, other than Permitted Encumbrances, Encumbrance against all or any portion of the ▇▇▇▇▇▇ Transferred BusinessPurchased Assets, or violate any Law. Subject to obtaining the Schedule 4.6 lists all Permits, Approvals and Permits listed consents required to be obtained by Seller to consummate the transactions contemplated by this Agreement. Except for matters identified in Section 3.4 of Seller's Disclosure ScheduleSchedule 4.6 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the Qwest Transaction Parties' respective execution, execution and delivery of this Agreement by Seller and the performance of the Transaction Documents this Agreement and Commercial Agreements to which any of them is a party related or contemplated transactions by Seller will not violate require filing or registration with, or the issuance of any Law in Permit by, any material respectother third party or Governmental Entity.

Authorization; No Conflicts. (a) The execution, delivery and performance of each of this Agreement and any related agreements by the Transaction Documents and Commercial Agreements to which any of the Qwest Transaction Parties is a party have Company has been duly and validly authorized by the Board of Directors of the Company and by all other necessary corporate action on the part of such Qwest Transaction Partythe Company. The Transaction Documents This Agreement and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) related agreements constitutes the legally valid and binding obligations of such Qwest Transaction Partythe Company, enforceable against such Qwest Transaction Party the Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective execution, delivery and performance of this Agreement by the Transaction Documents Company and Commercial Agreements to which the execution, delivery and performance of any of them is a party related agreements or contemplated transactions by the Company will not (i) violate, or or, except as set forth on Schedule 4.8, constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under, (A) such parties' respective certificates of incorporation the charter documents or bylaws of the Company or (B) any Contract of the Company, or, except as expressly set forth on Section 3.2(bSchedule 4.8, give rise to (whether upon lapse of time and/or the occurrence of any act or event or otherwise) any right of Seller's Disclosure Scheduleany Person to cancel, terminate, increase the obligations of the Company under or otherwise change the terms of any Material Contract to which any of them is a party or under which any of their material assets are bound, except for any violations of or breaches or defaults under any Material Contract that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectCompany, or (ii) result in the imposition of any material Encumbrance, other than Permitted Encumbrances, Encumbrance against all any asset or any portion properties of the ▇▇▇▇▇▇ Transferred BusinessCompany, or violate any Law. Subject Schedule 4.8 lists all Approvals required to obtaining be obtained by the Approvals Company and Permits listed the Shareholder to consummate the transactions contemplated by this Agreement. Except for matters identified in Section 3.4 of Seller's Disclosure ScheduleSchedule 4.8 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the Qwest Transaction Parties' respective execution, execution and delivery of this Agreement by the Company and the performance of this Agreement and any related or contemplated transactions by the Transaction Documents and Commercial Agreements to which any of them is a party Company will not violate require filing or registration with, or the issuance of any Law in permit by, any material respectother third party or Governmental Entity. Except as contemplated by Section 6.5, all Approvals set forth (or required to be set forth) on Schedule 4.8 have been obtained.

Authorization; No Conflicts. (a) The execution, delivery and --------------------------- performance of each of the Transaction Documents and Commercial Agreements to which any of the Qwest Transaction Parties is a party have this Agreement by Seller has been duly and validly authorized by the Board of Directors of Seller and by all other necessary corporate action on the part of such Qwest Transaction PartySeller. The Transaction Documents and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) This Agreement constitutes the legally valid and binding obligations obligation of such Qwest Transaction PartySeller, enforceable against such Qwest Transaction Party Seller in accordance with their respective terms its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party this Agreement by Seller will not directly or indirectly (ia) contravene, conflict with, violate, or constitute a breach or default under(whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision of the charter documents or by-laws of Seller, Company or ConsumerInfo or any resolution adopted by the Board of Directors or shareholders of Seller or Company, (Ab) such parties' respective certificates result in the imposition of incorporation any Encumbrance against any material asset or bylaws property owned, licensed or leased by Company or ConsumerInfo, or (Bc) except as set forth on Section 3.2(b) contravene, conflict with or result in a violation of Seller's Disclosure Schedule, any Material Contract Law or Order to which Company, ConsumerInfo or any of the assets owned licensed or leased by any of them is a party or under which any are subject, each of their material assets are boundclauses (b) through (c), except for any violations of or breaches or defaults under any Material Contract that would notsuch contraventions, conflicts, violations, which, individually or in the aggregate, reasonably be expected to result in do have a Material Adverse Effect. Schedule -------- 2.9 lists, or (ii) result in the imposition of any material Encumbrance, other than Permitted Encumbrances, against all or any portion as of the ▇▇▇▇▇▇ Transferred Businessdate hereof, all material Approvals and Permits required to --- be obtained by Seller, Company or ConsumerInfo to consummate the purchase and sale of the Stock. Subject to obtaining Except for the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Scheduleidentified on Schedule -------- 2.9 as requiring that certain actions be taken by or with respect to a --- Governmental Entity or other Person, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party this Agreement by Seller will not violate require any Law filing or registration with, or the issuance of any Approval or Permit by, any Governmental Entity or other Person; except such that if not made or obtained would not have, individually or in any material respectthe aggregate, a Material Adverse Effect.

Authorization; No Conflicts. (a) The execution, delivery and performance of each of the Transaction Documents this Agreement and Commercial Agreements to which any of the Qwest Transaction Parties is a party related agreements by Seller have been duly and validly authorized by the Board of Directors of Seller and by all other necessary corporate action on the part of such Qwest Transaction PartySeller. The Transaction Documents Upon issuance of the Approval Order, this Agreement and Commercial Agreements to which any Qwest Transaction Party is a party related agreements will constitute (or will upon execution constitute) the legally valid and binding obligations obligation of such Qwest Transaction PartySeller, enforceable against such Qwest Transaction Party it in accordance with their respective terms except as such enforceability may be limited by bankruptcygeneral principles of equity, insolvencyincluding, reorganizationwithout limitation, moratorium concepts of materiality, reasonableness, good faith and other similar laws fair dealing and equitable principles relating to the possible unavailability of specific performance or limiting creditors' rights generallyinjunctive relief, regardless of whether considered in a proceeding in equity or at law. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) Assuming issuance of the legally valid and binding obligations of CompanyApproval Order, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective the execution, delivery and performance of this Agreement by Seller and the Transaction Documents execution, delivery and Commercial Agreements to which performance of any of them is a party related agreements by Seller will not (ia) violate, violate or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under, (A) such parties' respective certificates the Certificate of incorporation or bylaws or (B) except as set forth on Section 3.2(b) Incorporation and Bylaws of Seller's Disclosure Schedule, (b) constitute a breach or default (whether upon lapse of time and/or the occurrence of any Material Contract to which any of them is a party act or under which any of their material assets are bound, except for any violations of event or breaches or defaults otherwise) under any Material Lease, Assumed Mall Agreement or Assumed Contract that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (ii) result in the imposition of any material Encumbrance, other than Permitted Encumbrances, Encumbrance against all or any portion of the ▇▇▇▇▇▇ Transferred BusinessPurchased Assets or (c) violate any Law applicable to Buyer. Subject to obtaining Section 4.4 of the Disclosure Schedule lists all Approvals and Permits listed required to be obtained by Seller to consummate the transactions contemplated by this Agreement. Except for matters indicated in Section 3.4 4.4 of Seller's the Disclosure ScheduleSchedule as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the Qwest Transaction Parties' respective execution, execution and delivery of this Agreement by Seller and the performance of the Transaction Documents this Agreement and Commercial Agreements to which any of them is a party related agreements by Seller will not violate require any Law in notice to, filing or registration with, or the issuance of any material respectPermit by, any third party or Governmental Entity under the terms of any applicable Laws, the Leases, the Assumed Mall Agreements or the Assumed Contracts.

Authorization; No Conflicts. (ai) Purchaser has full corporate power and authority to execute and deliver this Agreement and the Ancillary Documents to which it is a party and to consummate the Transactions. The execution, delivery and performance by Purchaser of this Agreement and each Ancillary Documents to which it is a party and the consummation of the Transactions have been duly authorized by all necessary corporate action on behalf of Purchaser. No other corporate proceedings on the part of Purchaser are necessary to authorize the execution, delivery and performance by Purchaser of this Agreement and each Ancillary Document and consummation of the Transactions. This Agreement has been, and on or prior to the Closing each Ancillary Document to which it is a party will be, duly and validly executed and delivered by Purchaser. This Agreement is, and upon its execution at or prior to the Closing each Ancillary Document to which it is a party will be, a valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, creditors’ rights generally, and by general principles of equity, and except to the extent that the indemnification and contribution provisions herein and in the Registration Rights Agreement may be limited by federal or state securities laws and public policy considerations in respect thereof. (ii) The execution, delivery and performance of each this Agreement and the Ancillary Documents to which it is a party, the consummation by Purchaser of the Transaction Documents Transactions and Commercial Agreements to which the compliance by Purchaser with any of the Qwest Transaction Parties is a party have been duly provisions hereof and validly authorized by all necessary corporate action on the part of such Qwest Transaction Party. The Transaction Documents and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) the legally valid and binding obligations of such Qwest Transaction Party, enforceable against such Qwest Transaction Party in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party thereof will not (i) violateconflict with, violate or result in a breach of any provision of, or constitute a breach default (or default an event, which, with notice or lapse of time or both would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) such parties' respective certificates any provision of incorporation the Restated Certificate of Incorporation or bylaws By-laws of Purchaser or (B) except as set forth on Section 3.2(bany mortgage, note, indenture, deed of trust, lease, loan agreement or other agreement or instrument of Purchaser or any permit, concession, grant, franchise, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to Purchaser or its properties or assets other than any such conflict, violation, breach, default, termination and acceleration under clause (B) of Seller's Disclosure Schedule, any Material Contract to which any of them is a party or under which any of their material assets are bound, except for any violations of or breaches or defaults under any Material Contract that would notthat, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, materially and adversely affect or (ii) result in delay the imposition of any material Encumbrance, other than Permitted Encumbrances, against all or any portion consummation of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law in any material respectTransactions.

Authorization; No Conflicts. (a) The executionSuch Seller has the absolute and unrestricted right, delivery power and performance capacity to enter into and to perform such Seller’s obligations under this Agreement and each Ancillary Document to which such Seller is or may become a party. This Agreement constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms. Upon the execution of each of the Transaction other Ancillary Documents at the Closing, each Ancillary Documents will constitute the legal, valid and Commercial Agreements to which any binding obligation of the Qwest Transaction Parties each Seller who is a party have been duly thereto, and validly authorized by all necessary corporate action on the part of such Qwest Transaction Party. The Transaction Documents and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) the legally valid and binding obligations of such Qwest Transaction Party, be enforceable against such Qwest Transaction Party Seller in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generallyits terms. (b) The Qwest Transaction Parties' respective executionspouses of such Seller have the absolute and unrestricted right, power and capacity to execute and deliver and to perform their obligations under the Spousal Consents being executed by them. (c) The Sellers’ Representative has the unrestricted right, power, authority and capacity to act for and bind such Seller with respect to all matters relating to this Agreement, the Ancillary Documents and the transactions contemplated herein and therein. (d) The execution and delivery of this Agreement by such Seller does not, and performance the consummation of the Transaction Documents and Commercial Agreements to which any of them is a party transactions contemplated hereby will not (i) violatenot, conflict with, or constitute a breach result in any violation of, or default under, under (A) such parties' respective certificates with or without notice or lapse of incorporation or bylaws or (B) except as set forth on Section 3.2(b) of Seller's Disclosure Schedule, any Material Contract to which any of them is a party or under which any of their material assets are bound, except for any violations of or breaches or defaults under any Material Contract that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effecttime, or (ii) both), or give rise to a right of payment, termination, cancellation or acceleration of any material obligation or loss of any material benefit, or result in the imposition of any material EncumbranceEncumbrance on any assets or property of such Seller, or under (b) any mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Seller’s properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality is required by or with respect to such Seller in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. Such Seller has not granted any options of any sort with respect to such Seller’s Sale Equity Interests or any right to acquire such Seller’s Sale Equity Interests or any interest therein other than Permitted Encumbrances, against all or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law in any material respectunder this Agreement.

Authorization; No Conflicts. (a) The execution, delivery and performance by the Stockholders’ Representative of each this Agreement and when executed and delivered at or prior to Closing, the other Transaction Documents to which the Stockholders’ Representative is a party, and the consummation by the Stockholders’ Representative of the Transaction Documents transactions contemplated hereby and Commercial Agreements to which any of the Qwest Transaction Parties is a party thereby, have been duly and validly authorized by all necessary corporate action on the part of such Qwest Transaction Partythe Stockholders’ Representative. The Transaction Documents This Agreement has been duly executed and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon delivered by the Stockholders’ Representative and, assuming the due authorization, execution constitute) and delivery by the other parties hereto, constitutes the legally valid and binding obligations obligation of such Qwest Transaction Partythe Stockholders’ Representative, enforceable against such Qwest Transaction Party it in accordance with their respective its terms except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other reorganization or similar laws affecting creditors’ rights generally and equitable by general principles relating to or limiting creditors' rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generallyequity. (b) The Qwest Transaction Parties' respective execution, delivery and performance by the Stockholders’ Representative of this Agreement and when executed and delivered at or prior to Closing, the other Transaction Documents and Commercial Agreements to which any of them the Stockholders’ Representative is a party party, will not (i) conflict with or result in a violation or breach of any provision of any Law or Order applicable to the Stockholders’ Representative or its Affiliates, (ii) violate, or constitute a breach or default under, (Awhether upon lapse of time or the occurrence of any act or event or otherwise) such parties' respective certificates of incorporation under the charter documents or bylaws of the Stockholders’ Representative or its Affiliates, or (Biii) except as set forth on Section 3.2(b) of Seller's Disclosure Schedulerequire the consent, notice or other action by any Material Person under any Contract to which the Stockholders’ Representative or any of them its Affiliates is a party or under which any of their material assets are boundparty, except in the case of the foregoing (i) and (iii) for any violations of such breaches, default or breaches or defaults under any Material Contract that Approvals which have not had, and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected a material adverse effect on the Stockholders’ Representative’s ability to result perform its obligations under this Agreement and the other Transaction Documents. Except (y) as set forth on Schedule 6.2(b), and (z) for such Approvals, Permits, Orders, declarations, filings or notices which, in the aggregate, would not have a Material Adverse Effectmaterial adverse effect on the Stockholders’ Representative’s ability to perform its obligations under this Agreement and the other Transaction Documents, no consent, Approval, Permit, Order, declaration or filing with, or (ii) result notice to, any Governmental Entity is required by or with respect to the Stockholders’ Representative in connection with the imposition execution and delivery of any material Encumbrance, this Agreement and the other than Permitted Encumbrances, against all or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any the consummation of them is a party will not violate any Law in any material respectthe transactions contemplated hereby and thereby.

Authorization; No Conflicts. (a) The execution, delivery and performance of each of the Transaction Documents this Agreement by Bevco and Commercial Agreements to which any of the Qwest Transaction Parties is a party have SAB has been duly and validly authorized by all necessary corporate action on the part of such Qwest Transaction Partyaction. The Transaction Documents and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) This Agreement constitutes the legally valid and binding obligations obligation of such Qwest Transaction PartySAB and Bevco (as applicable), enforceable against such Qwest Transaction Party SAB and Bevco (as applicable) in accordance with their respective its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The Transaction Documents execution and Commercial delivery of this Agreement and the Related Agreements to which Company is a party constitute by SAB and Bevco (or will upon execution constituteas applicable) the legally valid performance of this Agreement and binding obligations any related or contemplated transactions by SAB and Bevco (as applicable) will not require filing or registration with, or the issuance of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to any Permit or limiting creditors' rights generally. (b) consent of any third party. The Qwest Transaction Parties' respective execution, delivery and performance of this Agreement and the Transaction Documents Related Agreements by SAB and Commercial Agreements to which any Bevco (as applicable) and the consummation of them is a party the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with, result in any breach of or constitute a breach default (whether upon passage of time, the giving of notice or default otherwise) under, the charter documents or by-laws of SAB or Bevco (Aas applicable), (ii) such parties' conflict with or violate any Law, or conflict with, violate or require any Order or Permit, applicable to SAB, Bevco or BermudaCo or any of their respective certificates assets, properties or businesses, the effect of incorporation which or bylaws the lack of which (as applicable) would be reasonably likely to have a material adverse effect on the ability of SAB or Bevco to perform their respective obligations hereunder or thereunder or which would prevent the consummation of the transactions contemplated hereby or thereby, (iii) result in the creation or imposition of any (a) Encumbrance against any assets or properties of BermudaCo or (Bb) except as set forth on Section 3.2(b) Encumbrance against BermudaCo Stock, in either case under any of Seller's Disclosure Schedulethe terms, conditions or provisions of any Material Contract or any other instrument or obligation to which any of them SAB, Bevco or BermudaCo is a party or under by which the BermudaCo Stock or any of SAB, Bevco or any of BermudaCo or any of their respective material properties or assets are is bound, except for any violations of or breaches or defaults under any Material Contract that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (ii) result in the imposition of any material Encumbrance, other than Permitted Encumbrances, against all or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law in any material respect.

Authorization; No Conflicts. (a) The execution, delivery This Agreement and performance of any related agreements each of the Transaction Documents and Commercial Agreements to which any of the Qwest Transaction Parties is a party have been duly and validly authorized by all necessary corporate action on the part of such Qwest Transaction Party. The Transaction Documents and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) constitutes the legally valid and binding obligations obligation of such Qwest Transaction Partythe Stockholders, enforceable against such Qwest Transaction Party the Stockholders in accordance with their respective its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' creditors rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective execution, delivery and performance of this Agreement by the Transaction Documents Stockholders and Commercial Agreements to which the execution, delivery and performance of any of them is a party related agreements or contemplated transactions by the Stockholders or RLI will not (i) violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under, (A) such parties' respective certificates the certificate of incorporation or bylaws of RLI or (B) except as set forth on Section 3.2(b) any Contract of Seller's Disclosure Schedulethe Stockholders, RLI or any Material Contract to which any of them is a party or under which any of their material assets are boundSubsidiary, except for any violations of or breaches or defaults under any Material Contract that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (ii) result in the imposition of any Encumbrance against any material Encumbrance, other than Permitted Encumbrances, against all asset or properties of RLI or any portion Subsidiary, or violate any statute or other law, rule, regulation, or interpretation of any Governmental Entity (each a "LAW"). Schedule 2.8 lists all approvals, authorizations, consents, qualifications or registrations, or any waivers of any of the ▇▇▇▇▇▇ Transferred Businessforegoing, required to be obtained from, or any notices, statements or other communications required to be filed with or delivered to, any Governmental Authority or any other person or entity ("APPROVALS") required to be obtained by the Stockholders, RLI or any Subsidiary to consummate the transactions contemplated by this Agreement. Subject Except for matters identified in Schedule 2.8 as requiring that certain actions be taken by or with respect to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedulea third party or Governmental Entity, the Qwest Transaction Parties' respective execution, execution and delivery of this Agreement by the Stockholders and the performance of this Agreement and any related or contemplated transactions by the Transaction Documents and Commercial Agreements to which any of them is a party Stockholders or RLI will not violate require filing or registration with, or the issuance of any Law in Approval by, any material respectother third party or Governmental Entity.

Authorization; No Conflicts. (a) The execution, delivery and performance of each of this Agreement and the other Transaction Documents and Commercial Agreements to which any of the Qwest Transaction Parties is a party have by Seller has been duly and validly authorized by the Board of Directors and shareholders of Seller and by all other necessary corporate action and procedures on the part of such Qwest Transaction PartySeller, pursuant to the Company Law or any other applicable laws and regulations and the articles of incorporation or any other internal regulations of Seller. The This Agreement and any other Transaction Documents and Commercial Agreements to which any Qwest Transaction Party Seller is a party constitute (or will upon execution constitute) the legally valid and binding obligations obligation of such Qwest Transaction PartySeller, enforceable against such Qwest Transaction Party Seller in accordance with their respective its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' creditors rights generally. (b) The Qwest Transaction Parties' respective Neither the execution, delivery and performance of any Transaction Documents, including this Agreement, nor the Transaction Documents and Commercial Agreements to which consummation of the Transaction, by Seller or any of them is a party Subsidiary, will not (i) violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under, (A) such parties' respective certificates the charter documents or by-laws of incorporation or bylaws or (B) except as set forth on Section 3.2(b) of Seller's Disclosure Schedule, any Material Contract to which any of them is a party such entities or under which any Contract of any of their material assets are boundsuch entities, except for any violations of or breaches or defaults under any Material Contract that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (ii) result in the imposition of Encumbrance against any material Encumbrance, other than Permitted Encumbrances, against all assets or properties of Seller or any portion Subsidiary or any of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining Purchased Assets or (iii) violate any Law. (c) The execution and delivery by Seller and the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of this Agreement and any Transactions by Seller or any Subsidiary will not require consent or waiver from, filing or registration with, or the Transaction Documents issuance of any Permit or Approval by, any other Person or Governmental Entity, except as explicitly required in this Agreement. (d) The purchase and Commercial Agreements to which any acquisition of them is a party the Redeemed Shares by Seller, including the amount of the Redemption Price and the reduction and offset against the Base Price, does not and will not violate any Laws and will not be declared or be deemed null and void under the Company Law or other applicable Law or the Organizational Documents or other internal rules or regulations of Seller. On the Closing Date, Seller (i) has sufficient Distributable Amounts and has otherwise satisfied all other requirements under the Company Law and any other applicable Law and the Organizational Documents or other internal rules or regulations of Seller in order to consummate the Redemption, (ii) has received all necessary consents and have completed any material respectother procedures, including approval from Seller’s shareholders in connection with the consummation of the redemption and purchase of the Redeemed Shares, and (iii) none of Seller’s shareholders has exercised its rights to sell its Equity Securities to Seller or have such Equity Securities otherwise be purchased or redeemed by Seller or Buyer in connection with the Redemption or otherwise or made any other claim that may arise out or are in connection with any and all such rights.

Authorization; No Conflicts. (a) The executionThis Agreement has been, delivery and performance of any related agreements required to be entered into by Seller hereby will be, duly executed and delivered by Seller; and this Agreement is, and each of the Transaction Documents and Commercial Agreements other related agreements to which any of the Qwest Transaction Parties Seller is a party have been duly and validly authorized by all necessary corporate action on the part of such Qwest Transaction Party. The Transaction Documents and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or Closing will upon execution constitute) be, the legally valid and binding obligations obligation of such Qwest Transaction PartySeller, enforceable against such Qwest Transaction Party Seller in accordance with its and their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' creditors rights generally. The Transaction Documents and Commercial Agreements Any agreements related to this Agreement to which a Company Constituent Entity is a party constitute (or on the Closing will upon execution constitute) be duly executed and delivered by such Company Constituent Entity, and each such agreement related to this Agreement to which a Company Constituent Entity is a party on the legally Closing will be, a legal, valid and binding obligations obligation of Companysuch Company Constituent Entity, enforceable against such Company Constituent Entity in accordance with their respective its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' creditors rights generally. (b) . The Qwest Transaction Parties' respective execution, delivery and performance of this Agreement and any related agreements required to be entered into by Seller and the Transaction Documents execution, delivery and Commercial Agreements performance of this Agreement or any related agreements required to which be entered into hereby by any of them is a party Company Constituent Entity will not (ia) violate, or constitute a breach or default under(whether upon lapse of time and/or the occurrence of any act or event or otherwise) under (1) the charter documents or by-laws, (A) such parties' respective certificates of incorporation or bylaws or (B2) except as set forth on Section 3.2(b) of Seller's Disclosure Schedule, any Material Contract to which of any of them is a party or under which any of their material assets are boundsuch entities, except for any violations of or breaches or defaults under any Material Contract that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (iib) result in the imposition of any Encumbrance against any material Encumbranceasset or properties of any Company Constituent Entity, other than Permitted Encumbrances, against all or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not (c) violate any Law in any material respectrespect any Law. Except for matters identified in Schedule 3.8 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution and delivery of this Agreement by Seller and the performance of this Agreement and any related or contemplated transactions by Seller or any Company Constituent Entity will not require filing or registration with, or the issuance of any Permit by, any other third party or Governmental Entity, except for such filings, registrations, or Permit issuances which, if not made or obtained, would not be material to any Company Constituent Entity.

Authorization; No Conflicts. (a) The execution, delivery and performance of each of this Agreement and the other Transaction Documents and Commercial Agreements to which any of the Qwest Transaction Parties is a party have by L▇▇▇▇▇ has been duly and validly authorized by the Board of Directors of Landos and by all other necessary corporate action and procedures on the part of such Qwest Transaction PartyLandos, pursuant to applicable laws and regulations and the articles of incorporation or any other internal regulations of Landos. The approval by L▇▇▇▇▇’ stockholders of the execution, delivery and performance of this Agreement and the other Transaction Documents is not required. This Agreement and Commercial Agreements any other Transaction Documents to which any Qwest Transaction Party Landos is a party constitute (or will upon execution constitute) the legally valid and binding obligations obligation of such Qwest Transaction PartyLandos, enforceable against such Qwest Transaction Party Landos in accordance with their respective its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' creditors rights generally. (b) The Qwest Transaction Parties' respective Neither the execution, delivery and performance of any Transaction Documents, including this Agreement, nor the Transaction Documents and Commercial Agreements to which consummation of the Contemplated Transactions, by Landos or any of them is a party Subsidiary, will not (i) violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under, (A) such parties' respective certificates the charter documents or by-laws of incorporation or bylaws or (B) except as set forth on Section 3.2(b) of Seller's Disclosure Schedule, any Material Contract to which any of them is a party such entities or under which any Contract of any of their material assets are boundsuch entities, except for any violations of or breaches or defaults under any Material Contract that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (ii) result in the imposition of any material Encumbrance, Encumbrance (other than Permitted Encumbrances, ) against all or any portion of the ▇Acquired Assets or (iii) violate any Law. (c) The execution and delivery by L▇▇▇▇▇ Transferred Business. Subject to obtaining and the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of this Agreement and any Contemplated Transactions by L▇▇▇▇▇ or any Subsidiary will not require consent or waiver from, filing or registration with, or the Transaction Documents issuance of any Permit or Approval by, any other Person or Governmental Entity, except as explicitly required in this Agreement. (d) The purchase and Commercial Agreements to which any acquisition of them is a party the Redeemed Shares by L▇▇▇▇▇ does not and will not violate any Laws and will not be declared or be deemed null and void under applicable Law or the Organizational Documents or other internal rules or regulations of Landos. On the Closing Date, Landos (i) has sufficient capital and has otherwise satisfied all other requirements under applicable Law and the Organizational Documents or other internal rules or regulations of Landos in order to consummate the redemption of the Redeemed Shares, (ii) has received all necessary consents and have completed any material respectother procedures in connection with the consummation of the redemption and purchase of the Redeemed Shares.

Authorization; No Conflicts. (a) Loop has full corporate power and authority to enter into this Agreement and the Ancillary Documents and to perform its obligations hereunder and thereunder. The execution, delivery and performance by Loop of this Agreement and each Ancillary Document have been duly authorized by all necessary corporate action. The consummation of Loop's obligations under this Agreement and each Ancillary Document shall be duly authorized by all necessary corporate action prior to Closing. This Agreement has been, and on or prior to the Closing Date each Ancillary Document will be, duly and validly executed and delivered by Loop. This Agreement constitutes, and upon its execution and delivery on or prior to the Closing Date, each Ancillary Document will constitute, a valid and legally binding obligation of Loop enforceable against Loop in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and by general equitable principles. The execution, delivery and performance of each this Agreement and the Ancillary Documents by Loop, the consummation of the Transaction Documents transactions by Loop contemplated hereby and Commercial Agreements to which any of thereby and the Qwest Transaction Parties is a party have been duly compliance by Loop with the provisions hereof and validly authorized by all necessary corporate action on the part of such Qwest Transaction Party. The Transaction Documents and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) the legally valid and binding obligations of such Qwest Transaction Party, enforceable against such Qwest Transaction Party in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party thereof will not (i) violateconflict with, violate or result in a breach of any provision of, require a consent, approval or notice under, or constitute a breach default (or default an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of Loop under, (Ai) such parties' respective certificates the articles of incorporation incorporation, by-laws or bylaws other governing instrument of Loop, (ii) any Contractual Obligation of Loop or (Biii) except as set forth on Section 3.2(bassuming that the filings, consents and approvals specified in Schedule 3.2(d) of Seller's Disclosure Schedulehave been obtained or made and any waiting period applicable thereto has expired or been terminated, any Material Contract Requirement of Law applicable to which any of them is a party or under which any of their material assets are boundLoop, except for any violations of or breaches or defaults under any Material Contract that would notthe amendment to Loop's by-laws required to create the Preferred Stock and, individually or in the aggregatecase of clauses (ii) and (iii) above, reasonably be expected to result in such conflicts, violations, breaches, consents, approvals, notices, defaults, terminations, accelerations or Liens which would not have a Material Adverse Effect, or (ii) result in the imposition of any material Encumbrance, other than Permitted Encumbrances, against all or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law in any material respect.

Authorization; No Conflicts. (a) The Company has all necessary corporate power and authority and has taken all necessary corporate action required for the due authorization, execution, delivery and performance of each by the Company of the Transaction Documents and Commercial Agreements the Collaboration Documents to which any of the Qwest Transaction Parties it is a party have been duly and validly authorized the consummation by all necessary corporate action on the part Company of such Qwest the transactions contemplated thereby. This Agreement has been, and each other Transaction Party. The Transaction Document and Collaboration Documents and Commercial Agreements to which any Qwest Transaction Party the Company is a party constitute (or will upon be, duly executed and delivered by the Company and, assuming due execution constitute) and delivery thereof by the legally Investor and other parties thereto, this Agreement is, and each other Transaction Document and Collaboration Documents to which the Company is a party will be, when executed and delivered by the Company, a valid and binding obligations obligation of such Qwest Transaction Party, the Company enforceable against such Qwest Transaction Party the Company in accordance with their respective terms terms, except as such enforceability may be limited by applicable Laws relating to bankruptcy, insolvency, reorganization, moratorium and or other similar laws and equitable principles legal requirement relating to or limiting affecting creditors' ’ rights generally. The Transaction Documents generally and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Without limiting the generality of the foregoing, as of the Closing Date, no approval by the shareholders of the Company is required for the transactions contemplated under this Agreement and any other Transaction Documents and the Collaboration Documents, the performance by the Company of its obligations and the consummation by the Company of the transactions contemplated under the Transaction Documents and the Collaboration Documents. As of the Closing Date, the Taobao Waiver has been obtained in respect of the registration rights to be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating granted to or limiting creditors' rights generallythe Investor. (b) The Qwest Transaction Parties' respective Assuming that each of the consents, approvals, authorizations and filings contemplated by Section 2.3 have been obtained or made, as applicable, the authorization, execution, delivery and performance by the Company of the Transaction Documents and Commercial Agreements to which any the Collaboration Documents and the consummation by the Company of them is a party the transactions contemplated thereby will not (i) violateviolate or result in the breach of any provision of the organizational documents of the Company or any of its Subsidiaries, or (ii) in any material respect, violate any provision of, constitute a breach of, or default under, (A) such parties' respective certificates of incorporation or bylaws or (B) except as set forth on Section 3.2(b) of Seller's Disclosure Schedule, any Material Contract to which any of them is a party or under which any of their material assets are bound, except for any violations of or breaches or defaults under any Material Contract that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (ii) result in the imposition acceleration of or creation of any material Encumbrance, Encumbrances (other than Permitted Encumbrances) under, against all adversely affect any right under, or create in any party the right to accelerate, terminate, modify, or cancel, any judgment, order, writ, or decree applicable to the Company or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject its Subsidiaries, or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license (including relating to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure ScheduleIntellectual Property), the Qwest Transaction Parties' respective executioncontract or other agreement (each, delivery and performance of the Transaction Documents and Commercial Agreements a “Contract”) to which the Company or any of them its Subsidiaries is a party will not violate any Law party, or (iii) in any material respect, violate any provision of, constitute a breach of, or default under, any Laws applicable to the Company or any of its Subsidiaries.

Authorization; No Conflicts. (a) The execution, delivery and performance of each of this Agreement by the Transaction Documents and Commercial Agreements to which any of the Qwest Transaction Parties is a party have Add-On Exchange Shareholder has been duly and validly authorized the Add-On Exchange Shareholder and by all other necessary corporate or company action on the part of such Qwest Transaction Partythe Add-On Exchange Shareholder. The Transaction Documents and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) This Agreement constitutes the legally valid and binding obligations obligation of such Qwest Transaction Partythe Add-On Exchange Shareholder, enforceable against such Qwest Transaction Party the Add-On Exchange Shareholder in accordance with their respective terms its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective execution, delivery and performance of this Agreement by the Transaction Documents and Commercial Agreements to which any of them is a party Add-On Exchange Shareholder will not directly or indirectly (ia) contravene, conflict with, violate, or constitute a breach or default under(whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any provision of the charter documents or by-laws of the Add-On Exchange Shareholder, Add-On Exchange or any resolution adopted by the managers or board of directors or stockholders of the Add-On Exchange Shareholder or Add-On Exchange, (Ab) such parties' respective certificates result in the imposition of incorporation any encumbrance against any material asset or bylaws property owned, licensed or leased by Add-On Exchange, or (Bc) except as set forth on Section 3.2(b) contravene, conflict with October 17, 2010 or result in a violation of Seller's Disclosure Schedule, any Material Contract Law or Order to which Add-On Exchange or any of the assets owned licensed or leased by any of them is a party or under which any are subject, except, in each of their material assets are boundSections (b) through (c), except for any violations of or breaches or defaults under any Material Contract that would notsuch contraventions, conflicts, impositions and violations, which, individually or in the aggregate, reasonably do not have a material adverse effect on the Business. Exhibit 8.9 lists, as of the date hereof, all Approvals and Permits required to be expected obtained by the Add-On Exchange Shareholder or Add-On Exchange to result in a Material Adverse Effect, or (ii) result in consummate the imposition transactions contemplated by this Agreement and to permit GOIG to operate the Add-On Exchange without loss of any material Encumbrancerights, other than Permitted Encumbrances, against all or any portion of the ▇▇▇▇▇▇ Transferred Businessthose which have been previously obtained. Subject to obtaining Except for the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Scheduleidentified on Exhibit 8.9 as requiring that certain actions be taken by or with respect to a third party or governmental entity, the Qwest Transaction Parties' respective execution, delivery and performance of this Agreement by the Transaction Documents and Commercial Agreements to which any of them is a party Add-On Exchange Shareholder will not violate any Law in require any material respectfiling or registration with, or the issuance of any material Approval or Permit by, any third party or Governmental Entity.

Authorization; No Conflicts. (a) The Such Investor Warrantor has all necessary corporate power and authority and has taken all necessary corporate action required for the due authorization, execution, delivery and performance of each by such Investor Warrantor of the Transaction Documents and Commercial Agreements the Collaboration Documents to which any of the Qwest Transaction Parties it is a party have been duly and validly authorized the consummation by all necessary corporate action on such Investor Warrantor of the part of such Qwest transactions contemplated thereby. This Agreement has been, and each other Transaction Party. The Transaction Document and Collaboration Documents and Commercial Agreements to which any Qwest Transaction Party such Investor Warrantor is a party constitute (or will upon be, duly executed and delivered by such Investor Warrantor and, assuming due execution constitute) and delivery thereof by the legally Company and other parties thereto, this Agreement is, and each other Transaction Document and Collaboration Documents to which such Investor Warrantor is a party will be, when executed and delivered by such Investor Warrantor a valid and binding obligations obligation of such Qwest Transaction Party, Investor Warrantor enforceable against such Qwest Transaction Party Investor Warrantor in accordance with their respective terms terms, except as such enforceability may be limited by applicable Laws relating to bankruptcy, insolvency, reorganization, moratorium and or other similar laws and equitable principles legal requirement relating to or limiting affecting creditors' ’ rights generally. The Transaction Documents generally and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable is subject to general principles relating to of equity (regardless of whether enforceability is considered in a proceeding in equity or limiting creditors' rights generallyat law). (b) The Qwest Transaction Parties' respective Assuming that each of the consents, approvals, authorizations and filings contemplated by Section 3.3 have been obtained or made, as applicable, the authorization, execution, delivery and performance by such Investor Warrantor of the Transaction Documents and Commercial Agreements to which any the Collaboration Documents and the consummation by such Investor Warrantor of them is a party the transactions contemplated thereby will not (i) violateviolate or result in the breach of any provision of the organizational documents of such Investor Warrantor, or (ii) in any material respect, violate any provision of, constitute a breach of, or default under, (A) any judgment, order, writ, or decree applicable to such parties' respective certificates of incorporation Investor Warrantor or bylaws or (B) except as set forth on Section 3.2(b) of Seller's Disclosure Schedule, any Material Contract to which any of them such Investor Warrantor is a party or under which any of their material assets are bound, except for any violations of or breaches or defaults under any Material Contract that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectparty, or (iiiii) result in the imposition of any material Encumbrance, other than Permitted Encumbrances, against all or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law in any material respect, violate any provision of, constitute a breach of, or default under, any Laws applicable to such Investor Warrantor.

Authorization; No Conflicts. (a) The execution, delivery and performance by Parent and Merger Sub of each this Agreement and, when executed and delivered at or prior to Closing, the other Transaction Documents to which Parent, Merger Sub or one of Parent’s Subsidiaries is a Party, and the consummation by Parent and Merger Sub of the Transaction Documents transactions contemplated hereby and Commercial Agreements to which any of the Qwest Transaction Parties is a party thereby, have been duly and validly authorized by all necessary corporate action actions on the part of such Qwest Transaction PartyParent and Merger Sub. The Transaction Documents This Agreement has been duly executed and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon delivered by Parent and Merger Sub and, assuming the due authorization, execution constitute) and delivery by the other parties hereto, constitutes the legally valid and binding obligations obligation of such Qwest Transaction PartyParent and Merger Sub, enforceable against such Qwest Transaction Party each of Parent and Merger Sub in accordance with their respective its terms except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other reorganization or similar laws affecting creditors’ rights generally and equitable by general principles relating to or limiting creditors' rights generallyof equity. The Transaction Documents Parent Shareholder Approval, the GHK Approval and Commercial Agreements the TPG Approval, have, in each case, been duly and validly adopted and delivered to which the Company is a party constitute (and are, collectively, the only approvals of the holders of any class or will upon execution constitute) series of capital stock of Parent necessary to adopt this Agreement or to approve the legally valid and binding obligations of Companytransactions contemplated hereby, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generallyincluding the Merger. (b) The Qwest Transaction Parties' respective Except for matters identified on Schedule 5.2(b), the execution, delivery and performance by Parent and Merger Sub of this Agreement and, when executed and delivered at or prior to Closing, the other Transaction Documents to which Parent and Merger Sub is a Party, and the consummation by Parent and Merger Sub of the Transaction Documents transactions contemplated hereby and Commercial Agreements to which any of them is a party thereby, will not (i) conflict with or result in a violation or breach of any provision of any Law or Order applicable to Parent or Merger Sub, (ii) violate, or constitute a breach or default under(whether upon lapse of time or the occurrence of any act or event or otherwise) under the organizational documents of Parent or Merger Sub, (Aiii) such parties' respective certificates result in the imposition of incorporation any Lien against any material assets or bylaws or properties of Parent and Merger Sub other than Permitted Liens, (Biv) except as set forth on Section 3.2(bSchedule 5.2(b) require the Approval, consent, notice or other action by any Person under, result in a breach of, or default under (or give rise to a right of Seller's Disclosure Scheduletermination, cancellation, material modification or acceleration) any Material Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound or to which any of them is a party or under which any of their material respective properties and assets are boundsubject (including any Material Contract) or any Permit affecting the properties, assets, Parent Vessels or business of Parent or Merger Sub, except in the case of the foregoing clauses (i), (iii) and (iv) for any violations of or breaches or such breaches, defaults under any Material Contract that and Approvals which would not, and would not reasonably be expected to, individually or in the aggregate, result in a Parent Material Adverse Effect. Except (A) as may be required by applicable federal and state securities laws and the rules of NASDAQ in connection with the issuance of the Per Share Stock Consideration, (B) for such filings and notifications as may be required to be made by the Company in connection with the transactions contemplated by this Agreement under the HSR Act or other applicable Antitrust Laws and the expiration or early termination of the applicable waiting period under the HSR Act or other applicable Antitrust Laws, (C) as set forth on Schedule 5.2(b), and (D) for such Approvals, Permits, Orders, declarations, filings or notices for which the failure to obtain or make would not have, or reasonably be expected to result have, individually or in the aggregate, a Parent Material Adverse Effect, no consent, Approval, Permit, Order, declaration or (ii) result filing with, or notice to, any Governmental Entity is required by or with respect to Parent or Merger Sub in connection with the imposition execution and delivery of any material Encumbrance, this Agreement and the other than Permitted Encumbrances, against all or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any the consummation of them is a party will not violate any Law in any material respectthe transactions contemplated hereby and thereby.

Authorization; No Conflicts. (a) The Company has all necessary corporate power and authority and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby, the filing of the Certificate of Designation with the Secretary of State of the State of Delaware and for the due authorization, issuance, sale and delivery of the Purchased Shares and the reservation, issuance and delivery of the Conversion Shares and any Dividend Shares. This Agreement has been, and the Registration Rights Agreement, at the Closing will be, duly executed and delivered by the Company. Assuming due execution and delivery thereof by each of the Transaction Documents other parties hereto or thereto, this Agreement and Commercial Agreements to which any of the Qwest Transaction Parties is Registration Rights Agreement will each be a party have been duly and validly authorized by all necessary corporate action on the part of such Qwest Transaction Party. The Transaction Documents and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) the legally valid and binding obligations obligation of such Qwest Transaction Party, the Company enforceable against such Qwest Transaction Party the Company in accordance with their respective terms its terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium and or other similar laws and equitable principles legal requirement relating to or limiting affecting creditors' ’ rights generally. The Transaction Documents generally and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable is subject to general principles relating to of equity (regardless of whether enforceability is considered in a proceeding in equity or limiting creditors' rights generallyat law). (b) The Qwest Transaction Parties' respective authorization, execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement, and the consummation by the Company of the Transaction Documents transactions contemplated hereby and Commercial Agreements to which thereby, including the filing of the Certificate of Designation and the issuance of the Purchased Shares, the Conversion Shares and any of them is a party Dividend Shares do not and will not not: (i) violate, violate or constitute a result in the breach of any provision of the Certificate of Incorporation or default under, (A) such parties' respective certificates Bylaws of incorporation or bylaws the Company; or (Bii) except as set forth on Section 3.2(b) of Seller's Disclosure Schedulewith such exceptions that have not had, any Material Contract and would not reasonably be expected to which any of them is a party or under which any of their material assets are bound, except for any violations of or breaches or defaults under any Material Contract that would nothave, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: (x) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to the Company or any of its Subsidiaries or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement (iieach, a “Contract”) to which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under any such Contract; (y) violate any provision of, constitute a breach of, or default under, any applicable state, federal or local law, rule or regulation, including Section 203 of the General Corporation Law of the State of Delaware (“DGCL”); or (z) result in the imposition creation of any material Encumbrancelien upon any assets of the Company or any of its Subsidiaries or the suspension, revocation or forfeiture of any franchise, permit or license granted by a Governmental Entity to the Company or any of its Subsidiaries, other than Permitted Encumbrances, against all liens under federal or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law in any material respectstate securities laws.

Authorization; No Conflicts. (a) Such Purchaser has full power and --------------------------- authority to enter into this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each of the Transaction Documents and Commercial Ancillary Agreements to which any of the Qwest Transaction Parties such Purchaser is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action such Purchaser. No other proceedings on the part of such Qwest Transaction PartyPurchaser are necessary to authorize the execution, delivery and performance of this Agreement and each Ancillary Agreements and the transactions contemplated hereby and thereby. The Transaction Documents This Agreement has been duly and Commercial validly executed and delivered by such Purchaser. This Agreement and each of the Ancillary Agreements to which any Qwest Transaction Party is constitutes a party constitute (or will upon execution constitute) the legally valid and binding obligations obligation of such Qwest Transaction Party, Purchaser enforceable against such Qwest Transaction Party Purchaser in accordance with their respective terms its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws and equitable principles relating to or limiting affecting creditors' rights generally, and limitations on the availability of equitable remedies. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective execution, delivery and performance of this Agreement and the Transaction Documents Ancillary Agreements by such Purchaser, the consummation of the transactions by such Purchaser contemplated hereby and Commercial Agreements to which thereby and the compliance by such Purchaser with any of them is a party the provisions hereof and thereof will not (i) violateconflict with, violate or result in a breach in any material respect of any provision of, require a consent under, or constitute a breach default (or default an event which, with notice or lapse of time or both, would constitute a default) under, (A) such parties' respective certificates of incorporation or bylaws or (B) except as set forth on Section 3.2(b) of Seller's Disclosure Schedule, any Material Contract to which any of them is a party or under which any of their material assets are bound, except for any violations result in the termination of or breaches accelerate the performance required by, or defaults under any Material Contract that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectright of termination or acceleration under, or (ii) result in any provision of the imposition governing instruments of any material Encumbrance, other than Permitted Encumbrances, against all such Purchaser or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject agreement, instrument, permit, concession, grant, franchise, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation binding on or otherwise applicable to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law in any material respectsuch Purchaser or its properties or assets.

Authorization; No Conflicts. (a) Each of Parent and Merger Sub has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and Merger Sub, the consummation by each of the Transaction Documents and Commercial Agreements to which any them of the Qwest Transaction Parties is a party transactions contemplated hereby and the performance by each of them of their respective obligations hereunder have been duly authorized and validly authorized approved by all necessary the board of directors of Merger Sub and have been duly approved and adopted by Parent as the sole stockholder of Merger Sub. No other corporate action on the part of such Qwest Transaction Partyeither of Parent or Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement by each of Parent and Merger Sub and the consummation of the transactions contemplated hereby (other than the filing of appropriate merger documents as required by the DGCL and filings required under the HSR Act). The Transaction Documents This Agreement has been duly executed and Commercial Agreements to which any Qwest Transaction Party is delivered by each of Parent and Merger Sub and, assuming that this Agreement constitutes a party constitute (or will upon execution constitute) the legally valid and binding obligations obligation of such Qwest Transaction Partythe Company, constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against such Qwest Transaction Party each of Parent and Merger Sub in accordance with their respective terms its terms, except as that such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws and equitable principles relating to or limiting affecting the enforcement of creditors' rights generally, and by general equitable principles. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the Transaction Documents and Commercial Agreements to which consummation of the transactions contemplated by this Agreement will not, (a) conflict with any of them is a party will not (i) violate, or constitute a breach or default under, (A) such parties' respective certificates the provisions of the certificate of incorporation or bylaws by-laws (or (B) except as set forth on Section 3.2(bcomparable documents) of Seller's Disclosure ScheduleParent or Merger Sub, in each case as amended, (b) conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub under, any Material Contract material contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which any of them Parent or Merger Sub is a party or under by which Parent or Merger Sub or any of their material respective assets are bound, except for any violations of is bound or breaches or defaults under any Material Contract that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, subject or (iic) result in subject to the imposition of any material Encumbranceconsents, other than Permitted Encumbrancesapprovals, against all or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject authorizations, declarations, filings and notices referred to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule4.3, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law contravene in any material respectrespect any domestic or foreign Law or any Order currently in effect.

Authorization; No Conflicts. (a) Each of the Company and Merger Sub has full power and authority to execute and deliver this Agreement, each other Transaction Agreement and the Loan Amendments to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, each other Transaction Agreement and the Loan Amendments to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite action on the part of the Company and Merger Sub, and no other proceedings on their part are necessary to authorize the execution, delivery or performance of this Agreement, the other Transaction Agreements and the Loan Amendments to which it is a party (other than filing appropriate merger documents by Merger Sub and obtaining a Certificate of Merger from the Israeli Registrar of Companies as required by the Companies Law). This Agreement, each other Transaction Agreement and each Loan Amendment to which the Company or Merger Sub is a party has been duly and validly authorized, executed and delivered by each of the Company and Merger Sub, and assuming that this Agreement, each of the Transaction Agreements and each Loan Amendment to which the Company or Merger Sub is a party to be executed by each of the Company and Merger Sub is a valid and binding obligation of the other parties hereto and thereto, this Agreement, each other Transaction Agreement and each Loan Amendment to which the Company or Merger Sub is a party constitute, or when so executed and delivered will constitute, legal, valid and binding obligations of each of the Company and Merger Sub, enforceable against it in accordance with their respective terms, subject to any Enforceability Exceptions. (b) The execution, delivery and performance of this Agreement, each of the Transaction Documents Agreements and Commercial Agreements the Loan Amendments to which be executed by the Company or Merger Sub and the consummation of the transactions contemplated hereby and thereby, or compliance by the Company and Merger Sub with any of the Qwest Transaction Parties is a party have been duly provisions hereof or thereof, do not and validly authorized by all necessary corporate action on the part of such Qwest Transaction Party. The Transaction Documents and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) the legally valid and binding obligations of such Qwest Transaction Party, enforceable against such Qwest Transaction Party in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not (x) conflict with or result in any violation of any provision of (i) violatethe Company Organizational Documents or (ii) the equivalent organizational documents of the Merger Sub, or constitute (y) result in a breach or violation of, constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, result in the triggering of any payment, the grant or issuance of any Company Share Rights, or other obligation or any right of consent or approval or right of first offer or refusal under, any Company Material Contract, or result in the creation of a Lien on any material property or asset of the Company or any Company Subsidiary, (Az) such parties' respective certificates of incorporation or bylaws or (B) except as subject to the approvals and filings set forth on Section 3.2(b) of Seller's Disclosure Schedulein this Agreement, conflict with or violate any Material Contract outstanding judgment, order or decree, or any applicable Law, in each case applicable to which the Company or any Company Subsidiary or any of them is a party the material properties or under which assets of the Company or any Company Subsidiary, except, in the case of their material assets are boundclauses (y) and (z) above, except for any violations of such conflicts, violations, breaches, defaults or breaches or defaults under any Material Contract that would notother occurrences which are not reasonably expected, individually or in the aggregate, reasonably to be expected material to result in the Company and the Company Subsidiaries, taken as a Material Adverse Effectwhole (it being understood that a default or event of default (however denominated), or an event which with notice or lapse of time or both would become a default or event of default (however denominated), under any Material Loan Agreement or any Loan Amendment that is continuing shall, in each case, for the purposes of this representation only, be deemed to be material to the Company and the Company Subsidiaries). (c) The Company Stockholder Consent and the consent of the holders of 2022 Notes representing a majority of the outstanding principal of the 2022 Notes are the only vote or consent of the holders of any class or series of capital stock of the Company necessary to adopt or approve the A&R Charter, the A&R Bylaws and the other transactions contemplated by this Agreement. The vote or consent of the Company, as the sole stockholder of Merger Sub, is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve the Merger and to adopt this Agreement. (d) The Company Board, at a meeting duly called and held in compliance with the applicable Law and the Company Organizational Documents, has unanimously (i) determined that the Merger is advisable, fair to, and in the best interests of the Company and its stockholders and (ii) result in approved this Agreement, the imposition Merger, the issuance of Common Stock to the shareholders of Otonomo pursuant to the terms of this Agreement and the other actions contemplated by this Agreement, and deemed this Agreement advisable. (e) No insolvency, freeze of proceedings or similar proceedings have been applied for or instituted, nor is any material Encumbrance, other than Permitted Encumbrancessuch proceeding legally required to be initiated, against all or any a material portion of the ▇▇▇▇▇▇ Transferred Businessassets of any Company Subsidiary. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which No Company Subsidiary has ceased or suspended its payments (Zahlungen eingestellt) nor entered into or offered any of them is a party will not violate any Law in any material respectdebt settlement agreements or similar arrangements with creditors.

Authorization; No Conflicts. (a) The Company has full power and --------------------------- authority to enter into this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each of the Transaction Documents and Commercial Ancillary Agreements to which any of the Qwest Transaction Parties Company is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the Company. No other proceedings on the part of the Company or the Predecessor Company are necessary to authorize the execution, delivery and performance of this Agreement and each of the Ancillary Agreements and the transactions contemplated hereby and thereby. This Agreement has been duly and validly authorized executed and delivered by all necessary corporate action on the part Company. This Agreement and each of such Qwest Transaction Party. The Transaction Documents and Commercial the Ancillary Agreements to which any Qwest Transaction Party is constitutes a party constitute (or will upon execution constitute) the legally valid and binding obligations obligation of such Qwest Transaction Party, the Company enforceable against such Qwest Transaction Party the Company in accordance with their respective terms its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws and equitable principles relating to or limiting affecting creditors' rights generally, and limitations on the availability of equitable remedies. The Transaction Documents and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) Except as set forth in Schedule 3.01(c), the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. (b) The Qwest Transaction Parties' respective execution, delivery and performance of this Agreement, the Transaction Documents Ancillary Agreements and Commercial Agreements to which the Reorganization, the consummation of the transactions by the Company contemplated hereby and thereby, including the exercise of any rights hereunder and thereunder, and the compliance by the Company with any of them is a party the provisions hereof and thereof will not (i) violateconflict with, violate or result in a breach in any material respect of any provision of, require a consent under, or constitute a breach default (or default an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (Ai) such parties' respective certificates any provision of incorporation the certificate of incorporation, by-laws or bylaws other governing instrument of the Company or (B) except as set forth on Section 3.2(b) the certificate of Seller's Disclosure Scheduleincorporation, by-laws or other governing instrument of any Material Contract to which any of them is a party or under which any of their material assets are bound, except for any violations of or breaches or defaults under any Material Contract that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, Subsidiary or (ii) result in any agreement, instrument, permit, concession, grant, franchise, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation binding on or otherwise applicable to the imposition of any material Encumbrance, other than Permitted Encumbrances, against all or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure ScheduleCompany, the Qwest Transaction Parties' Subsidiaries or their respective executionproperties or assets, delivery and performance of including any agreements to be entered into on the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law in any material respectdate hereof.

Authorization; No Conflicts. (a) The Company has all necessary corporate power and authority and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby, the filing of the Certificate of Designation with the Secretary of State of the State of Delaware and for the due authorization, issuance, sale and delivery of the Purchased Shares and the reservation, issuance and delivery of the Conversion Shares and any Dividend Shares. This Agreement has been, and the Registration Rights Agreement, at the Closing will be, duly executed and delivered by the Company. Assuming due execution and delivery thereof by each of the Transaction Documents other parties hereto or thereto, this Agreement and Commercial Agreements to which any of the Qwest Transaction Parties is Registration Rights Agreement will each be a party have been duly and validly authorized by all necessary corporate action on the part of such Qwest Transaction Party. The Transaction Documents and Commercial Agreements to which any Qwest Transaction Party is a party constitute (or will upon execution constitute) the legally valid and binding obligations obligation of such Qwest Transaction Party, the Company enforceable against such Qwest Transaction Party the Company in accordance with their respective terms its terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium and or other similar laws and equitable principles legal requirement relating to or limiting affecting creditors' ’ rights generally. The Transaction Documents generally and Commercial Agreements to which Company is a party constitute (or will upon execution constitute) the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable is subject to general principles relating to of equity (regardless of whether enforceability is considered in a proceeding in equity or limiting creditors' rights generallyat law). (b) The Qwest Transaction Parties' respective authorization, execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement, and the consummation by the Company of the Transaction Documents transactions contemplated hereby and Commercial Agreements to which thereby, including the filing of the Certificate of Designation and the issuance of the Purchased Shares, the Conversion Shares and any of them is a party Dividend Shares do not and will not not: (i) violate, violate or constitute a result in the breach of any provision of the Certificate of Incorporation or default under, (A) such parties' respective certificates Bylaws of incorporation or bylaws the Company; or (Bii) except as set forth on Section 3.2(b) of Seller's Disclosure Schedulewith such exceptions that have not had, any Material Contract and would not reasonably be expected to which any of them is a party or under which any of their material assets are bound, except for any violations of or breaches or defaults under any Material Contract that would nothave, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: (x) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to the Company or any of its Subsidiaries or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement (iieach, a “Contract”) to which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under any such Contract; (y) violate any provision of, constitute a breach of, or default under, any applicable state, federal or local law, rule or regulation; or (z) result in the imposition creation of any material Encumbrancelien upon any assets of the Company or any of its Subsidiaries or the suspension, revocation or forfeiture of any franchise, permit or license granted by a Governmental Entity to the Company or any of its Subsidiaries, other than Permitted Encumbrances, against all liens under federal or any portion of the ▇▇▇▇▇▇ Transferred Business. Subject to obtaining the Approvals and Permits listed in Section 3.4 of Seller's Disclosure Schedule, the Qwest Transaction Parties' respective execution, delivery and performance of the Transaction Documents and Commercial Agreements to which any of them is a party will not violate any Law in any material respectstate securities laws.