Common use of No Conflicts; Consents Clause in Contracts

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby will not (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or constitute a default under, or result in the acceleration of, any of the material terms, conditions or provisions of any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or thereby, except for (i) in connection with the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing Consents.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller Cakewalk of this Agreement and the Ancillary Agreements do not, and each other Transaction Document to which it is or will be a party or the consummation of the transactions contemplated hereby Contemplated Transactions does not and thereby will not (ai) violate, conflict with, or result in any breach of violate any provision of the Governing Documents Articles of SellerOrganization or the Amended and Restated Operating Agreement (or comparable instruments) of Cakewalk; (ii) except for any filings that may be required by applicable securities laws, require Cakewalk or any other Affiliate of Cakewalk to obtain any material consent, approval or action of or waiver from, or make any filing with, or give any notice to, any Governmental Body or any other person, except as set forth on Schedule 2.2 (b"Cakewalk Required Consents"); (iii) if Cakewalk Required Consents are obtained prior to Closing, violate, conflict with or result in a violation breach or breach ofdefault under (after the giving of notice or the passage of time or both), or constitute a default under, or result in permit the acceleration termination of, any Contract of the material terms, conditions or provisions of any Contract or Permit a type required to be listed on Schedule 2.8 to which Seller or the Company Cakewalk is a party or by which Seller, the Company, it or any material portion of their respective its assets are boundmay be bound or subject, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests Assets pursuant to the terms of any such Contract; (iv) if Cakewalk Required Consents are obtained prior to Closing, violate any Law or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent Order of any Governmental Entity Body against, or any other Person is required to be obtained by Seller in connection with binding upon, Cakewalk or upon the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party Assets or the consummation Business; or (v) if Cakewalk Required Consents are obtained prior to Closing, violate or result in the revocation or suspension of the transactions contemplated hereby or therebyany Permit, except for where (i) in connection with the transfer of Existing Permits, (iiA) the failure to obtain any Cakewalk Required Third Party Consents and Consent, or (iiiB) Post-Closing Consentsany violation, breach or default that would not reasonably be expected to have a Material Adverse Effect.

No Conflicts; Consents. Except for (a) The execution and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer delivery of Existing Permitsthis Agreement by Seller, the executionexecution and delivery of each Ancillary Agreement by Seller, delivery and the performance by Seller of this Agreement its obligations hereunder and the Ancillary Agreements do not, thereunder and the consummation by Seller of the transactions contemplated hereby and thereby will not (a) violatein each case, conflict withwith or without the giving of notice or lapse of time, or result in any breach both), will not, directly or indirectly, (i) violate the provisions of any provision of the Governing Charter Documents of SellerSeller or Seller Subsidiaries, (bii) violate, conflict with or result in a violation or breach of, violate or constitute a default, an event of default underor an event creating rights of acceleration, termination, cancellation, imposition of additional obligations or result in the acceleration of, loss of rights under any of the material terms, conditions or provisions of any Assigned Contract or Permit (A) to which Seller or the Company one of Seller Subsidiaries is a party party, (B) of which Seller or one of Seller Subsidiaries is a beneficiary or (C) by which Seller, the Company, any of Seller Subsidiaries or any material portion of their respective assets are is bound, (ciii) violate in or conflict with any material respect any applicable Law Law, Authorization or any Order binding upon or applicable to Seller, the Company, the InterestsSeller or Seller Subsidiaries, or give any portion Governmental Entity or other Person the right to challenge any of the Transferred Assetstransactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Law, Authorization or Order, or (div) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien material Liens (other than Permitted Liens) upon the Interests or any of the Transferred Purchased Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any . Section 4.4(a) of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any Seller Disclosure Schedule sets forth all material consents, waivers, assignments and other Person is approvals and actions that are required to be obtained by Seller in connection with the execution, delivery and performance of transactions contemplated by this Agreement and the Ancillary Agreements under any Material Contract to which Seller or one of Seller Subsidiaries is a party (collectively, “Consents”) to sell, assign, transfer, convey and deliver to, Buyer all rights and benefits of Seller without any impairment or the consummation of the transactions contemplated hereby or thereby, except for (i) in connection with the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing Consentsalteration whatsoever.

No Conflicts; Consents. Except for The execution and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller Acquirer of this Agreement and the Ancillary Agreements do does not, and the consummation by Acquirer of the transactions contemplated hereby and thereby Transactions will not (ai) violateviolate any Law or Judgment in each case applicable to Acquirer or any other member of the Acquirer Group or by which any of their respective property is bound, conflict with(ii) violate the certificate of incorporation or by-laws (or comparable organizational documents) of Acquirer, or (iii) result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or 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 rights of termination or cancellation of, or result in the acceleration of, creation of a Lien (other than a Permitted Lien) on any of the material termsproperties or assets of Acquirer pursuant to, conditions or provisions any provision of any Contract contract (whether written or Permit oral), lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument or permit to which Seller or the Company Acquirer is a party or by which Seller, the Company, any of its properties or any material portion of their respective assets are is bound, except in the case of clauses (ci) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or and (dii) alter, diminish for failures which would not have or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assetsan Acquirer Material Adverse Effect. No Consent of of, or registration, declaration or filing with, or permit from any Governmental Entity or any other Person is required to be obtained or made by Seller or with respect to Acquirer in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party thereby or the consummation of the transactions contemplated hereby or therebyTransactions, except for other than (i) the filing with the SEC of (A) the Schedule 13E-3 and (B) such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the transfer of Existing PermitsMerger and the other Transactions, (ii) the Required Third Party Consents and filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) Post-Closing Consentsrequirements, if any, under Competition Laws, and (iv) such filings as may be required in connection with the Taxes described in Section 6.08.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements do notother Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not not: (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of such Seller; (b) conflict with or result in a violation or breach, of any provision of any Law or Governmental Order applicable to such Seller, the 17173 Business or the Purchased Assets, except where the conflict, violation or breach would not, individually or in the aggregate, have a Material Adverse Effect; (c) except as set forth in Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration ofof or create in any party the right to accelerate, any of the material termsterminate, conditions modify or provisions of cancel any Contract or Permit to which such Seller or the Company is a party or by which Seller, such Seller or the Company, 17173 Business is bound or to which any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred AssetsPurchased Assets are subject (including any Assigned Contract), except where the conflict, violation, breach, default, acceleration, termination, modification, cancellation or failure to give notice would not, individually or in the aggregate, have a Material Adverse Effect, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien Encumbrances other than Permitted Encumbrances upon any of the Interests Purchased Assets or any assets or properties of such Seller. No Consent, approval, Permit or Governmental Order, declaration or filing with, or notice to any Governmental Authority is required by or with respect to the Sellers in connection with the execution and delivery of this Agreement or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the execution, delivery Transaction Documents and performance of this Agreement and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or and thereby, except for (i) in connection with the transfer of Existing such filings as may be required under PRC law and such Consents, approvals, Permits, (ii) Governmental Orders, declarations, filings or notices, the Required Third Party Consents and (iii) Post-Closing Consentsfailure to obtain which, in the aggregate, would not have a Material Adverse Effect.

No Conflicts; Consents. Except for (a) The execution and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements by Seller do not, and the execution and delivery of each Ancillary Agreement to which each member of the Seller Group is or will be a party, the performance by Seller and each member of the Seller Group of its obligations hereunder and thereunder and the consummation by Seller and each member of the Seller Group of the transactions contemplated hereby and thereby will not (a) violatein each case, conflict withwith or without the giving of notice or lapse of time, or result in any breach both), will not, directly or indirectly, (i) violate the provisions of any provision of the Governing Charter Documents of Sellerany member of the Seller Group, (bii) violate, conflict with or result in a violation or breach of, violate or constitute a default, an event of default underor an event creating rights of acceleration, termination, cancellation, imposition of additional obligations or result in the acceleration of, loss of rights under any Contract (A) to which any member of the material terms, conditions or provisions of any Contract or Permit to which Seller or the Company Group is a party party, (B) of which any member of the Seller Group is a beneficiary or (C) by which Seller, any member of the Company, Seller Group or any material portion of their respective assets are is bound, (ciii) violate in or conflict with any material respect any applicable Law Law, Authorization or any Order binding upon or applicable to Seller, any member of the Company, the InterestsSeller Group, or give any portion Governmental Entity or other Person the right to challenge any of the Transferred Assetstransactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Law, Authorization or Order, or (div) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien Liens (other than Permitted Liens) upon the Interests or any of the Transferred Assets, give rise to assets owned or used by any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any member of the Interests Seller Group, other than, in the case of clauses (ii), (iii) and (iv), for any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to have, individually or in the Transferred Assetsaggregate, a Material Adverse Effect. No Consent Section 4.3(a) of any Governmental Entity or any the Seller Disclosure Schedule sets forth all consents, waivers, assignments and other Person is approvals and actions that are required to be obtained by Seller in connection with the execution, delivery and performance of transactions contemplated by this Agreement and the Ancillary Agreements under any Material Contract to which any member of the Seller Group is a party or (collectively, “Consents”) in order (x) in the consummation case of Material Contracts that are not Assigned Contracts, to preserve all rights and benefits of the transactions contemplated hereby or thereby, except for Seller Group thereunder and (iy) in connection with the transfer case of Existing PermitsMaterial Contracts that are Assigned Contracts, (ii) to sell, assign, transfer, convey and deliver to, Buyer all rights and benefits of the Required Third Party Consents and (iii) Post-Closing Consents.Seller Group thereunder without any impairment or alteration whatsoever

No Conflicts; Consents. Except for The execution and subject to obtaining delivery by the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller Company of this Agreement and the Ancillary Agreements do does not, and the consummation of the transactions contemplated hereby hereby, including the Merger, and thereby compliance with the terms hereof will not (a) violatenot, conflict with, or require any consent or approval under, or result in any breach of or any provision loss of the Governing Documents of Sellerany benefit under, (b) violate, conflict with or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or constitute both) under, or give rise to a default right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the acceleration of, creation of any Lien (other than Permitted Liens) upon any of the material termsproperties or assets of the Company or any Company Subsidiary under, conditions any provision of (a) the Company Charter, the Company Bylaws or provisions the comparable charter, bylaws or organizational documents of any Company Subsidiary, (b) any Material Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate subject to the filings and other matters referred to in the following sentence, any material respect provision of any Order or Law applicable Law to the Company or any Order binding upon Company Subsidiary or applicable to Sellertheir respective properties or assets, other than, in the Company, the Interests, or any portion cases of the Transferred Assets, clauses (b) or (dc) alterabove, diminish any such items that would not, individually or in the aggregate, reasonably be likely to result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assetsa Company Material Adverse Effect. No Consent of of, from or with any Governmental Entity or any other Person is required to be obtained or made by Seller or with respect to the Company or any Company Subsidiary in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or therebyhereby, except for including the Merger, other than (i) in connection compliance with and filings under the transfer of Existing PermitsHSR Act and any required Foreign Competition Law filings, (ii) the Required Third Party Consents filing with the SEC of such reports under Section 13 or Section 14 of the Exchange Act as may be required in connection with this Agreement and the Merger, (iii) Post-Closing Consentsthe filing of the Certificate of Merger with the Secretary of State of the State of Oklahoma and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) such other Consents as are set forth in Section 4.05 of the Company Disclosure Schedule and (v) such other Consents that would not, individually or in the aggregate, reasonably be likely to result in a Company Material Adverse Effect.

No Conflicts; Consents. Except for The execution and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements do does not, and the consummation of the Transaction and the other transactions contemplated hereby and thereby compliance by Seller with the terms hereof will not (a) violatenot, conflict with, or result in any breach violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or constitute a default obligation under, or result in the acceleration of, creation of any Lien (other than Permitted Liens) upon any of the material termsPurchased Assets (other than the Purchased Entity Shares) under, conditions or provisions any provision of (a) the Organizational Documents of any Contract Seller Entity or Permit Target Entity, (b) any Judgment or Law applicable to which Seller or the Company is a party or by which Seller, the CompanyBusiness, or any material portion of their respective assets are bound, (c) violate any Contract applicable to the Business, except, in the case of clauses (b) and (c), for any such items that would not reasonably be expected to be material respect any applicable Law to the Business, taken as a whole, or would not reasonably be expected to impair or materially delay the ability of Seller or any Order binding upon or applicable Seller Entity to Seller, consummate the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred AssetsTransaction. No Consent Approval of any Governmental Entity or any other Person is required to be obtained or made by or with respect to the Seller Entities or the Target Entities in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or the consummation of the Transaction and the other transactions contemplated hereby or therebyhereby, except for other than (i) in connection respect of any applicable Law or other legal restraint designed to govern competition, trade regulation, foreign investment, or national security or defense matters or to prohibit, restrict or regulate actions with the transfer purpose or effect of Existing Permitsmonopolization or restraint of trade (collectively, the “Antitrust Laws”) and (ii) those that, if not obtained, made or given, would not reasonably be expected either (A) to be material to the Required Third Party Consents and Business, or (iiiB) Post-Closing Consentsto impair or materially delay the ability of Seller or any Seller Entity to consummate the Transaction.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements do notother Transaction Documents to which any Seller is a party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not not: (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or default under, any provision of the Organizational Documents of any Seller or any of the Acquired Companies; (b) conflict with or result in a violation or breach in any material respect of any provision of any Law or Governmental Order applicable to any Seller or any of the Acquired Companies; (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration ofof or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any material Permit affecting the Assets or properties, assets or business of any of the material terms, conditions or provisions of any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, Acquired Companies; or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon Encumbrance other than Permitted Encumbrances on any Asset or any properties or assets of any of the Interests Acquired Companies. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller Acquired Companies in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or other Transaction Documents and the consummation of the transactions contemplated hereby or and thereby, except for such filings as may be required under the HSR Act (iin the event the HSR Exemption shall not be available) in connection with the transfer of Existing and such consents, approvals, Permits, (ii) Governmental Orders, declarations, filings or notices which, in the Required Third Party Consents and (iii) Post-Closing Consentsaggregate, would not have a Material Adverse Effect.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller Buyer of this Agreement and the Ancillary Agreements do notTransaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not not: (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or default under, any provision of the Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws or other organizational documents of Buyer; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer, in each case, except where such conflict, violation or default would not, individually or in the aggregate, be material to the BFI Companies, taken as a whole; (c) except as set forth in Section 4.04 of the Disclosure Schedules, require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration ofof or create in any party the right to accelerate, any of the material termsterminate, conditions modify or provisions of cancel any Contract or Permit material to the BFI Business to which Seller or the Company Buyer is a party or any Permit required by which Sellerthe BFI Companies to conduct the BFI Business as currently conducted, except as would not, individually or in the Companyaggregate, or any be material portion of their respective assets are boundto the BFI Companies, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, taken as a whole; or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon Encumbrance other than Permitted Encumbrances on any properties or assets of any BFI Company, except, in the Interests case of each of clauses (b), (c), and (d), for any conflicts, violations, breaches, defaults, accelerations, cancellations, termination or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred AssetsEncumbrances that, or give where the failure to obtain any other Person any interest consents or right notices, in any of each case, would not reasonably be expected to have, individually or in the Interests or aggregate, a material effect on Buyer’s ability to consummate the Transferred Assetstransactions contemplated hereby. No Consent of consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Entity or any other Person Authority is required by or with respect to be obtained by Seller Buyer in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or Transaction Documents and the consummation of the transactions contemplated hereby or and thereby, except for (i) any filings required under, and compliance with other applicable requirements of, the Exchange Act, the Securities Act, state securities laws or “blue sky” laws and the rules the Nasdaq; and (ii) such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not reasonably be expected to have a Buyer Material Adverse Effect. There are no preemptive rights or similar rights of Buyer and there are no warrants, convertible securities or other derivative securities issued by Buyer which contain anti-dilution adjustments or similar provisions (other than customary corporate structural anti-dilution adjustments none of which are, or will be, triggered by the issuance of capital stock by Buyer in connection with the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing Consentstransactions contemplated hereby).

No Conflicts; Consents. Except for and subject to obtaining the Consents as set forth on in Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits3.03, the execution, execution and delivery and performance by each Seller of this Agreement and each of the Ancillary other Transaction Agreements do to which such Seller is (or will be) a party does not, and the consummation of any transaction and compliance with the transactions contemplated hereby terms hereof and thereby thereof will not (a) violatenot, conflict with, or result in any breach violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any provision obligation or to loss of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach ofbenefit under, or constitute a default to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the acceleration ofcreation of any Encumbrance upon assets of such Seller (including, without limitation, the Acquired Assets) under, any provision of (a) the material termsSeller’s Governing Documents, conditions or provisions of (b) any Contract or listed on Schedule 1.01(a)(v) and any Permit to which Seller or the Company is a party or by which Seller, the Companylisted on Schedule 1.01(a)(vi), or any material portion of their respective assets are bound, (c) violate subject to the filings and other matters referred to in the following sentence, (i) any material respect judgment, order, injunction, award, decree or writ (“Judgment”), (ii) any applicable Law federal, state, local or foreign statute, law (including, common law), code, ordinance, rule or regulation enacted, adopted, issued or promulgated by any Order binding upon or Governmental Entity (“Applicable Law”) applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests Seller or any of its assets (including, without limitation, the Transferred Acquired Assets, give rise to ) or (iii) any rights written or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent oral request of any Governmental Entity Entity. No consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or notice to (“Filing”), any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or regulatory authority or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity”) or any Person party to any Assumed Contract or other issuer of any Permit, is required to be obtained or made by or with respect to such Seller in connection with the execution, delivery and performance of any transaction contemplated by this Agreement and or any other Transaction Agreements, other than the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or thereby, except for (i) in connection with the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing ConsentsFilings set forth in Schedule 3.03.

No Conflicts; Consents. Except for and subject to obtaining the Consents as set forth on Schedule 3.3 (in Section 4.05 of the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing PermitsCompany Disclosure Letter, the execution, execution and delivery and performance by Seller the Company of this each Transaction Agreement and the Ancillary Agreements to which it is a party do not, and the consummation of the transactions contemplated hereby Offer, the Merger and thereby the other Transactions and compliance with the terms hereof and thereof will not (a) violatenot, conflict with, or result in any breach violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach ofobligation under, or constitute a default to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the acceleration of, creation of any Lien (other than Permitted Liens) upon any of the material termsproperties or assets of the Company or any Company Subsidiary under, conditions any provision of (i) the Company Charter, the Company By-laws or provisions the comparable charter or organizational documents of any Company Subsidiary, (ii) any Material Contract or Permit (iii) subject to which Seller the filings and other matters referred to in the following sentence, any provision of any Order or Applicable Law applicable to the Company is or any Company Subsidiary or their respective properties or assets, other than, in the cases of clause (ii) or (iii) above, any such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a party or by which SellerCompany Material Adverse Effect. Except as set forth in Section 4.05 of the Company Disclosure Letter, the Companyno Consent of, or any material portion of their respective assets are boundregistration, (c) violate in any material respect any applicable Law declaration or any Order binding upon or applicable to Sellerfiling with, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained or made by Seller or with respect to the Company or any Company Subsidiary in connection with the execution, delivery and performance of this any Transaction Agreement and the Ancillary Agreements to which Seller it is a party or the consummation of the transactions contemplated hereby or therebyTransactions, except for other than (iA) compliance with and filings under the HSR Act, (B) the filing with the SEC of (1) the Schedule 14D-9, (2) a Proxy Statement, if such approval is required by Applicable Law, and (3) such reports under Section 13 of the Exchange Act, as may be required in connection with this Agreement and the other Transaction Agreements, the Offer, the Merger and the other Transactions, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (D) such filings as may be required in connection with the transfer of Existing PermitsTaxes described in Section 7.07, (ii) the Required Third Party Consents and (iiiE) Post-Closing Consentssuch other items as are set forth in Section 4.05 of the Company Disclosure Letter.

No Conflicts; Consents. Except for The execution and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller of this Agreement by each of Parent and the Ancillary Agreements Purchaser, do not, and the consummation of the transactions contemplated hereby Offer and thereby the Merger and compliance with the terms hereof and thereof will not not, (ai) violate, conflict with any of the provisions of the charter or organizational documents of Parent or Purchaser; (ii) conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation breach of or breach ofdefault under (with or without notice or lapse of time, or constitute a default underboth) any contract, agreement, indenture, mortgage, deed of trust, lease or result in the acceleration of, any of the material terms, conditions or provisions of any Contract or Permit other instrument to which Seller Parent or the Company Purchaser is a party or by which Sellerany of their respective properties or assets is bound or subject; or (iii) subject to the filings and other matters referred to in the following sentence, the Companycontravene any domestic or foreign law, rule or regulation, or any order, writ, judgment, injunction, decree, determination or award currently in effect, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a material portion adverse effect on the ability of their respective assets are boundParent and Purchaser to consummate the Offer and the Merger. No consent, (c) violate in any material respect any applicable Law approval or any Order binding upon or applicable to Seller, the Company, the Interestsauthorization of, or any portion of the Transferred Assetsregistration, declaration or filing with, or (d) alternotice to, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity which has not been received or any other Person made, is required to be obtained or made by Seller or with respect to Parent or Purchaser in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or therebyits obligations hereunder, except for other than: (i) in connection compliance with and filings under the transfer of Existing PermitsHSR Act, if applicable; (ii) the Required Third Party Consents filing with the SEC of (A) the Offer Documents and (B) such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Offer and the Merger; (iii) Post-Closing Consentsthe filing of the Articles of Merger with the Secretary of State of the State of Missouri; and (iv) any other consents, approvals, authorizations, filings or notices which, if not made or obtained, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on the ability of Parent and Purchaser to consummate the Offer and the Merger.

No Conflicts; Consents. (a) Except for and subject to obtaining as disclosed in the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits----------------------- Company Disclosure Letter, the execution, execution and delivery and performance by Seller the Company of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby Offer, the Merger and thereby the other Transactions and compliance with the terms hereof and thereof will not (a) violatenot, conflict with, or result in any breach violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any provision obligation or to loss of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or constitute a default material benefit under, or result in the acceleration of, creation of any Lien upon any of the material termsproperties or assets of the Company or any Company Subsidiary under, conditions any provision of (i) the Company Charter, the Company By-laws or provisions the comparable charter or organizational documents of any Contract Company Subsidiary, (ii) any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or Permit other instrument (a "Contract") to which Seller or the Company or any -------- Company Subsidiary is a party or by or to which Sellerany of their respective properties or assets is bound or subject, except for such conflicts, violations or defaults (or rights of termination, cancelation or acceleration) as to which requisite waivers or consents have been obtained or will be obtained prior to acceptance for payment of shares of Company Common Stock by Sub pursuant to the Offer or which would not in the aggregate have a Company Material Adverse Effect; or (iii) subject to the filings and other matters referred to in the following sentence, to the Knowledge of the Company, any judgment, order or decree ("Judgment") or statute, law, ordinance, rule or regulation ("Applicable -------- ---------- Law") applicable to the Company or any material portion of Company Subsidiary or their respective assets are bound--- properties or assets, (c) violate including, without limitation, the Applicable Law of any foreign country, except for such conflicts, violations or defaults which would not in the aggregate have a Company Material Adverse Effect and would not prevent or delay in any material respect any applicable Law or any Order binding upon or applicable to Seller, the consummation of the Transactions. To the Knowledge of the Company, the Interestsno consent, approval, license, permit, order or authorization ("Consent") of, or registration, declaration or filing with, ------- any portion of the Transferred AssetsFederal, state, local or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests foreign government or any court of the Transferred Assetscompetent jurisdiction, give rise to any rights administrative agency or liabilities under any Liens in any Interests commission or Transferred Assetsother governmental authority or instrumentality, domestic or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any foreign (a "Governmental Entity or any other Person Entity"), is ------------ ------ required to be obtained or made by Seller or with respect to the Company or any Company Subsidiary in connection with the execution, delivery and performance of this any Transaction Agreement and the Ancillary Agreements to which Seller it is a party or the consummation of the transactions contemplated hereby or therebyTransactions, except for other than (i) in connection compliance with and filings under (A) the transfer Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of Existing Permits0000 (xxx "XXX Xxx") and (B) the --- --- rules and regulations of the Council of the European Communities (the "European -------- Council") and of the Commission of the European Communities (the "European -------- ---------- -------- Commission"), including, without limitation, Council Regulation (EEC) No 4064/89 ---------- of 21 December 1989 on the control of concentration between undertakings (as amended) (OJ L 257/14, 21.9.90) and Commission Regulation (EC) No 447/98 of 1 March 1998 on the notifications, time limits and hearings provided for Council Regulation (EEC) No 4064/89 on the control of concentrations between undertakings (OJ L 61/1/, 2.3.98) (the "EC Regulations") -- ----------- and the rules and regulations of any Governmental Entity to which a reference is made pursuant to the EC Regulations, (ii) the Required Third Party Consents filing with the SEC of (A) the Schedule 14D-9, (B) a proxy or information statement relating to the approval and adoption of this Agreement and the Merger by the Company's stockholders (the "Proxy Statement"), (C) any information statement (the "Information Statement") ----- --------- ----------- --------- required under Rule 14f-1 in connection with the Offer and (D) such reports and statements under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and -------- --- the Company Stockholder Agreement, the Offer, the Merger and the other Transactions, (iii) Post-Closing Consentsthe filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) compliance with and such filings as may be required under applicable U.S. Federal, state or local environmental laws, (v) such filings as may be required in connection with any taxes, (vi) filings under any applicable state takeover law, (vii) where the failure to obtain such consent, approval or authorization, or to make such filing or notification, would not in the aggregate have a Company Material Adverse Effect and (viii) such other items (A) required solely by reason of the participation of Parent (as opposed to any third party) in the Transactions or (B) as are set forth in the Company Disclosure Letter.

No Conflicts; Consents. Except for The execution and subject delivery by each of Parent and Sub of each Transaction Agreement to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3which it is a party, and the transfer of Existing Permits, the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby Offer, the Merger and thereby the other Transactions and compliance with the terms hereof and thereof will not (a) violatenot, conflict with, or result in any breach violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach ofobligation under, or constitute a default to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the acceleration of, creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Parent or Sub, any provision of (i) the charter or organizational documents of Parent or Sub, (ii) any material terms, conditions or provisions of any Contract or Permit to which Seller Parent or the Company Sub is a party or by which Seller, the Company, or any material portion of their respective properties or assets are boundis bound or (iii) subject to the filings and other matters referred to in the following sentence, (c) violate in any material respect any applicable Law or any Order binding upon or Applicable Law applicable to SellerParent or Sub or their respective properties or assets, the Companyother than, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the terminationcase of clauses (ii) and (iii) above, revocationany such items that, suspension, cancellation, withdrawal individually or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assetsaggregate, give rise have not had and could not reasonably be expected to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assetshave a Parent Material Adverse Effect. No Consent of of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by Seller or with respect to Parent or Sub in connection with the execution, delivery and performance of this any Transaction Agreement and the Ancillary Agreements to which Seller Parent or Sub is a party or the consummation of the transactions contemplated hereby or therebyTransactions, except for other than (iA) compliance with and filings under the HSR Act, (B) the filing with the SEC of (x) the Offer Documents and (y) such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement and the other Transaction Agreements, the Offer, the Merger and the other Transactions, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (D) such filings as may be required in connection with the transfer of Existing Permitstaxes described in Section 7.08, (iiE) Consents, registrations, declarations or filings required to be made solely by reason of the Required Third Party Consents Company's participation in the Transactions and (iiiF) Post-Closing Consentssuch other items as are set forth in Section 5.06 of the Parent Disclosure Letter.

No Conflicts; Consents. Except for The execution and subject delivery by ----------------------- each of Parent and Sub of each Transaction Agreement to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3which it is a party, and the transfer of Existing Permits, the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby Offer, the Merger and thereby the other Transactions and compliance with the terms hereof and thereof will not (a) violatenot, conflict with, or result in any breach violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any provision obligation or to loss of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or constitute a default material benefit under, or result in the acceleration of, creation of any Lien upon any of the material termsproperties or assets of Parent or any of its subsidiaries under, conditions any provision of (i) the charter or provisions organizational documents of Parent or any of its subsidiaries, (ii) any Contract or Permit to which Seller Parent or the Company any of its subsidiaries is a party or by or to which Seller, the Company, or any material portion of their respective properties or assets are boundis bound or subject or (iii) subject to the filings and other matters referred to in the following sentence, (c) violate in any material respect any applicable Judgment or Applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests Parent or any of its subsidiaries or their respective properties or assets, other than, in the Transferred Assetscase of clauses (ii) and (iii) above, give rise any such items that, individually or in the aggregate, have not had and could not reasonably be expected to any rights prevent or liabilities under any Liens in any Interests or Transferred Assetsmaterially delay the ability of Parent to consummate the Offer, or give to any the Merger and the other Person any interest or right in any of the Interests or the Transferred AssetsTransactions (a "Parent Material Adverse Effect"). No Consent of of, or registration, ------------------------------ declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by Seller or with respect to Parent or any of its subsidiaries in connection with the execution, delivery and performance of this any Transaction Agreement and the Ancillary Agreements to which Seller Parent or Sub is a party or the consummation of the transactions contemplated hereby or therebyTransactions, except for other than (i) in connection compliance with and filings under (A) the transfer HSR Act and (B) the EC Regulations and the rules and regulations of Existing Permitsany Governmental Entity to which a reference is made pursuant to the EC Regulations, (ii) the Required Third Party Consents filing with the SEC of (A) the Offer Documents and (B) such reports and statements under Sections 13 and 16 of the Exchange Act as may be required in connection with this Agreement and the Company Stockholder Agreement, the Offer, the Merger and the other Transactions, (iii) Post-Closing Consents.the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with the taxes described in Section 6.09, (vi) filings under any applicable state takeover law and

No Conflicts; Consents. Except for The execution and subject to obtaining delivery by the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller Company of this Agreement and the Ancillary Agreements do does not, and the consummation of the transactions contemplated hereby Merger and thereby compliance with the terms hereof and thereof will not (a) violatenot, conflict with, or result in any breach violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any provision obligation or to loss of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach ofmaterial benefit under, or constitute a default to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the acceleration of, creation of any Lien upon any of the material termsproperties or assets of the Company or any Company Subsidiary under, conditions any provision of (a) the Company Charter, the Company By-laws or provisions the comparable charter or organizational documents of any Company Subsidiary, (b) any Contract or Permit (other than the Real Property Leases) to which Seller or the Company or any Company Subsidiary is a party or by which Seller, the Company, they are bound or any material portion of their respective assets are bound, (c) violate subject to the filings referred to in the following sentence, any material respect provision of any Order or Legal Requirement applicable Law to the Company or any Order binding upon Company Subsidiary or applicable to Sellertheir respective properties or assets, the Companyother than, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the terminationcase of clause (b) above, revocationany such items that, suspension, cancellation, withdrawal individually or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assetsaggregate, give rise have not had, and would not reasonably be expected to any rights or liabilities under any Liens in any Interests or Transferred Assetshave, or give to any other Person any interest or right in any of the Interests or the Transferred Assetsa Company Material Adverse Effect. No Consent of of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by Seller or with respect to the Company or any Company Subsidiary in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or therebyMerger, except for other than (i) in connection compliance with and filings under the transfer of Existing PermitsHSR Act and any required foreign competition law filings, (ii) the Required Third Party Consents filing with the SEC of such reports under Sections 13 and 14 of the Exchange Act as may be required in connection with this Agreement and the Merger, (iii) Post-Closing Consentsthe filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) such filings as may be required in connection with the Taxes described in Section 7.09 and (v) such other items as are set forth in Section 4.05 of the Company Disclosure Schedule.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller the Company of this Agreement and the Ancillary Agreements do notDocuments to which it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, including the Merger, do not and will not not: (ai) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or default under, any provision of the articles of organization of the Company or Operating Agreement (“Company Charter Documents”); (ii) subject to, in the case of the Merger, obtaining the Requisite Member Approval, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Company; (iii) except as set forth in Section 3.03 of the Company Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration ofof or create in any party the right to accelerate, any of the material termsterminate, conditions modify or provisions of cancel any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, Company is bound or to which any material portion of their respective properties and assets are bound, subject (cincluding any Material Contract) violate in any material respect any applicable Law or any Order binding upon Permit affecting the properties, assets or applicable to Seller, business of the Company, the Interests, or any portion of the Transferred Assets, ; or (div) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests Encumbrance other than Permitted Encumbrances on any properties or any assets of the Transferred AssetsCompany. No consent, give rise to any rights approval, Permit, Governmental Order, declaration or liabilities under any Liens in any Interests or Transferred Assetsfiling with, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of notice to, any Governmental Entity or any other Person Authority is required by or with respect to be obtained by Seller the Company in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or Documents and the consummation of the transactions contemplated hereby or and thereby, except for (i) in connection the filing of the Ohio Certificate of Merger with the transfer Secretary of Existing PermitsState of the State of Ohio and the Delaware Certificate of Merger with the Secretary of State of the State of Delaware, (ii) the Required Third Party Consents and (iii) Post-Closing Consentsas applicable.

No Conflicts; Consents. Except for (a) The execution and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) delivery by each of Xxxxxxx and except for any Post-Closing Consents separately set forth on Schedule 3.3Merger Sub of this Agreement does not, and the transfer of Existing Permits, the execution, delivery and performance by Seller it of this Agreement and the Ancillary Agreements do not, its obligations hereunder and the consummation of the Merger and the other transactions contemplated hereby and thereby by this Agreement will not not, (ai) violateconflict with or result in any violation of any provision of the Xxxxxxx Articles, the Xxxxxxx Bylaws or the comparable charter, bylaws or other organizational documents of any Xxxxxxx Subsidiary (assuming that the Xxxxxxx Shareholder Approval is obtained), (ii) conflict with, or result in any breach violation of or default (with or without notice or lapse of time, or both) under, give rise to a right of termination, cancellation or acceleration of, give rise to any obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any loss of a material benefit under, or result in the creation of any provision Lien upon any of the Governing Documents properties or assets of SellerXxxxxxx or any Xxxxxxx Subsidiary under, any legally binding contract, lease, license, indenture, note, bond, agreement, concession, franchise or other instrument (ba “Contract”) violateto which Xxxxxxx or any Xxxxxxx Subsidiary is a party or by which any of their respective properties or assets is bound or any Xxxxxxx Permit or (iii) subject to the filings and other matters referred to in Section 3.05(b), conflict with or result in a any violation of any judgment, order or breach ofdecree (“Judgment”) or statute, law (including common law), ordinance, rule or constitute a default underregulation (“Law”), in each case, applicable to Xxxxxxx or result any Xxxxxxx Subsidiary or their respective properties or assets (assuming that the Xxxxxxx Shareholder Approval is obtained), other than, in the acceleration ofcase of clauses (ii) and (iii) above, any of the material termsmatters that, conditions individually or provisions of any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the terminationaggregate, revocationhave not had and would not reasonably be expected to have a Xxxxxxx Material Adverse Effect and would not prevent or materially impede, suspensioninterfere with, cancellation, withdrawal hinder or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or delay the consummation of the transactions contemplated hereby or thereby, except for (i) in connection with the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing ConsentsMerger.

No Conflicts; Consents. Except for The execution and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller Lxxxx of this Agreement and the Ancillary Agreements do does not, and the consummation of the transactions contemplated hereby and thereby compliance with the terms hereof will not (a) violatenot, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violatecontravene, conflict with or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or constitute both) under, or give rise to a default right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the acceleration ofcreation of any lien, security interest, pledge, equity and claim of any kind, voting trust, stockholder agreement and other encumbrance (each a “Lien”) upon any of the properties or assets of Lxxxx under, any provision of (i) the Lxxxx Charter or Lxxxx Bylaws, (ii) any material terms, conditions or provisions of any Contract or Permit to which Seller or the Company Lxxxx is a party or to which any of its properties or assets is subject or (iii) subject to the filings and other matters contemplated by which Sellerthis Agreement, any material order of any governmental agency or material federal, state or foreign law applicable to Lxxxx or its properties or assets, other than, in the Companycase of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Lxxxx Material Adverse Effect. No waiver, consent or approval of, or any material portion of their respective assets are boundregistration, (c) violate in any material respect any applicable Law declaration or any Order binding upon or applicable to Seller, the Company, the Interestsfiling with, or permit from, any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person governmental agency is required to be obtained or made by Seller or with respect to Lxxxx in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or therebyhereby, except for (i) in connection the additional listing of the shares of Common Stock subject to the Pledge Agreement with the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing ConsentsNYSE MKT.

No Conflicts; Consents. Except for The execution and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller of this Agreement and by each member of the Ancillary Agreements ITT Group do not, and the consummation of the transactions contemplated hereby and thereby compliance with the terms hereof will not (a) violatenot, conflict with, or result in any breach violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any provision obligation or to loss of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or constitute a default under, material benefit under or result in the acceleration ofcreation of any lien, claim, encumbrance, security interest, option, charge or restriction of any kind upon any of the material termsproperties or assets of SportsChannel New York under, conditions any provision of (i) the charter or provisions by-laws of any Contract member of the ITT Group, (ii) any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or Permit arrangement to which Seller or any member of the Company ITT Group is a party or by which Seller, the Company, or any material portion of their respective properties or assets are boundbound or (iii) any judgment, (c) violate in any material respect any applicable Law order or any Order binding upon decree, or statute, law, ordinance, rule or regulation applicable to Sellerany member of the ITT Group or their respective properties or assets, other than, in the Companycase of clauses (ii) and (iii) above, any such items that, individually or in the Interestsaggregate, would not have a material adverse effect on the ability of any member of the ITT Group to consummate the transactions contemplated hereby. No consent, approval, license, permit, order or authorization of, or any portion of the Transferred Assetsregistration, declaration or (d) alterfiling with, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained or made by Seller or with respect to any member of the ITT Group in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or therebyhereby, except for other than (iI) in connection compliance with and filings, under the transfer of Existing PermitsHSR Act, if applicable, (iiII) compliance with and filings, if any, under the Required Third Party Consents Securities Act or the Exchange Act, (III) those that may be required as a result of any facts or circumstances relating solely to any member of the Rainbow Group or any of their Affiliates and (iiiIV) Post-Closing Consentsany consents, approvals, licenses, permits, orders or author izations, that, if not obtained or made, would not, individually or in the aggregate, have a material adverse effect on the ability of any member of the ITT Group to consummate the transactions contemplated hereby.

No Conflicts; Consents. 4.5.1. Except for and subject to obtaining the Consents as set forth on Schedule 3.3 in Section 4.5.1 of the IESI-BFC Disclosure Letter (together with the matters set forth in Section 4.5.2 of the IESI-BFC Disclosure Letter, the “Required Third Party IESI-BFC Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits), the execution, delivery and performance by Seller the IESI-BFC Entities of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby Merger and thereby the other Transactions and compliance with the terms hereof by the IESI-BFC Entities will not (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violatenot, conflict with or result in a any violation or breach ofof or default under (with or without notice or lapse of time, or constitute both) or require the consent of any Person under, or give rise to a default right of payment or reimbursement, or termination, cancellation, modification or acceleration of any obligation or loss of any material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the acceleration of, creation of a Lien upon any property or assets of any of the material IESI-BFC Entities under any of the terms, conditions or provisions of (i) the charter, by-laws or other organizational documents of any Contract of the IESI-BFC Entities, (ii) any Contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or Permit other instrument, whether written or oral, to which Seller or any of the Company is a party or by which Seller, the Company, IESI-BFC Entities or any material portion of their respective property or assets are is bound, or (ciii) violate other than the matters referred to in Section 4.5.2, any Law or Order applicable to any of the IESI-BFC Entities or any of their respective property or assets, other than in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect and that would not reasonably be expected to prevent or adversely affect in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion completion of the Transferred Assets, Transactions or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of compliance by any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection IESI-BFC Entities with the execution, delivery and performance terms of this Agreement and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or thereby, except for (i) in connection with the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing ConsentsAgreement.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller Transferors of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby do not and thereby will not not: (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or default under, any provision of the certificate of formation, limited liability agreement, by-laws or other organizational documents of Transferors or the Companies; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Transferors or the Companies; (c) except as set forth in Section 4.05 of the Company Disclosure Schedules, or as otherwise required by the terms of this Agreement, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration ofof or create in any party the right to accelerate, any of the material termsterminate, conditions modify or provisions of cancel any Contract or Permit to which Seller any Transferor or the any Company is a party or by which Seller, the Company, any Transferor or any material portion Company is bound or to which any of their respective properties and assets are bound, subject (cincluding any Material Contract) violate in any material respect any applicable Law or any Order binding upon Permit affecting the properties, assets or applicable to Sellerbusiness of the Companies, except (i) where such violation, default or breach would not result in a Material Adverse Effect; (ii) those consents, notices or other actions required by reasons of the regulatory status, licensing, or regulatory operations of any entity comprising the Company; (iii) any consents, notices or other actions related to any actions which are contemplated under this Agreement with respect to the Interests, or any portion of the Transferred Assets, Cannabis Permits; or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests Encumbrance other than Permitted Encumbrances on any properties or any assets of the Transferred AssetsCompanies. Except as sets forth in Section 4.05(b) of the Company Disclosure Schedules, give rise to any rights no consent, approval, Permit, Governmental Order, declaration or liabilities under any Liens in any Interests or Transferred Assetsfiling with, or give notice to, any Governmental Authority is required by or with respect to any other Person any interest or right in any of the Interests Transferors or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller Companies in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or thereby, except for (i) in connection with the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing Consentshereby.

No Conflicts; Consents. Except for (a) The execution and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3delivery of this Agreement, and each of the transfer of Existing Permits, Other Transaction Documents to which Seller or the execution, delivery and performance Company is a party or will be a party by Seller of this Agreement or the Company does not and the Ancillary Agreements do will not, and the consummation of the transactions contemplated hereby and thereby and compliance by Seller and the Company with the terms and conditions hereof and thereof will not (ai) violate, conflict with, or result in any breach violation of or default (with or without notice or lapse of time, or both) under, require any notice with respect to, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, any provision of (A) the Governing Documents of Seller, (b) violate, conflict with Seller or result in a violation or breach ofthe Company, or constitute a default under, or result in the acceleration of, any of the material terms, conditions or provisions of (B) any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, any of them or any material portion of their respective properties or assets are boundmay be subject, (cii) violate any Injunction or, subject to the matters referred to in any material respect any paragraph (b) below, applicable Law or any Order binding upon or applicable to SellerLaw, the Company, the Interests, or any portion of the Transferred Assets, or (diii) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests mortgages, liens, licenses, security interests, charges, options, hypothecations, pledges, covenants, conditions, restrictions, encroachments, adverse claims, imperfections of title or encumbrances of any kind, whether voluntarily incurred or arising by operation of law, including any agreements to give or not to give or right to obtain any of the Transferred Assetsforegoing in the future, give rise to and any rights or liabilities under any Liens in any Interests or Transferred Assetsconditional installment, or give to contingent sale or other title retention agreements or leases in the nature thereof (“Liens”) (other than Permitted Liens or Liens arising from acts of Purchaser or its Affiliates) upon any other Person any interest properties or right in any assets of the Interests Company or the Transferred Assets. No Consent Business or (iv) constitute a sale of any Governmental Entity all or any other Person is required to be obtained by Seller in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or the consummation substantially all of the transactions contemplated hereby assets of Seller requiring the vote and approval of Seller’s stockholders (or therebyequivalent) or debtholders, except for other than, solely in the case of clauses (ii)(B) in connection with the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing Consentsabove, any such items that, individually or in the aggregate would not be reasonably likely to have a Company Material Adverse Effect.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller the Company of this Agreement and the Ancillary Agreements do notTransaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not not: (ai) violate, conflict with, or result in any breach of any provision of subject to obtaining the Governing Documents of Seller, (b) violateRequisite Company Vote, conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of the Company (“Company Charter Documents”); (ii) subject to obtaining the Requisite Company Vote, conflict with or result in a violation or breach of any provision of any Applicable Law or Governmental Order applicable to the Company; (iii), require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration ofof or create in any party the right to accelerate, any of the material termsterminate, conditions modify or provisions of cancel any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, Company is bound or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of which any of the Interests properties and assets of the Company are subject (including any Material Contract) or any Permit affecting the Transferred Assetsproperties, assets or business of the Company; or (iv) result in the creation or imposition of any Lien upon the Interests Encumbrance other than Permitted Encumbrances on any properties or any assets of the Transferred AssetsCompany, except in the cases of clauses (ii) (iii) and (iv), where the violation, breach, conflict, default, acceleration or failure to give rise to any rights notice would not have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or liabilities under any Liens in any Interests or Transferred Assetsfiling with, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of notice to, any Governmental Entity or any other Person Authority is required by or with respect to be obtained by Seller the Company in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or Transaction Documents and the consummation of the transactions contemplated hereby or and thereby, except for (i) in connection with the transfer of Existing such filings and such consents, approvals, Permits, (ii) Governmental Orders, declarations, filings or notices which, in the Required Third Party Consents and (iii) Post-Closing Consentsaggregate, would not have a Material Adverse Effect.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby will not (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or constitute a default under, or result in the acceleration of, any of the material terms, conditions or provisions of any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the The execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby or therebyand thereby (including, except without limitation, the issuance of the Units and the issuance and reservation for issuance of the Warrant Shares) will not (i) result in a violation of the Certificate of Incorporation or Bylaws, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment (including, without limitation, the triggering of any anti-dilution provisions), acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws, rules and regulations and rules and regulations of any self-regulatory organizations to which either the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except, with respect to clauses (ii) and (iii), for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations that would not, individually or in the aggregate, have a Material Adverse Effect). Except (w) as may be required under the Securities Act in connection with the transfer performance of Existing Permitsthe Company’s obligations under the Registration Rights Agreement, (iix) for the Required Third Party Consents filing of a Form D with the SEC and the listing of additional shares with the SmallCap Market (iiias that term is defined below), (y) Postas may be required for compliance with applicable state securities or “blue sky” laws, or (z) as otherwise set forth in Section 3(e) of the Disclosure Schedule, the Company is not required to obtain any consent, approval, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-Closing Consentsregulatory agency or other third party (including, without limitation, pursuant to any Material Contract (as defined in Section 3(g) below)) in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the other Transaction Documents.

No Conflicts; Consents. Except for The execution and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) delivery by GrafTech, Parent and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller each Merger Sub of this Agreement and the Ancillary other Transaction Agreements do not, to which it is a party and the consummation by GrafTech, Parent and each Merger Sub of the transactions contemplated hereby and thereby will not not: (a) violatecontravene, conflict with, with or result in any violation or breach of any provision of the Governing Documents charter or organizational documents of SellerGrafTech, Parent or either Merger Sub; (b) violatecontravene, conflict with or result in a violation or breach of any applicable Law or Order by which any of GrafTech, Parent or any Merger Sub or any of its respective assets or properties is bound; (c) require any permit, consent or approval of, or the giving of any notice to, or filing with, any Governmental Authority on or before the Closing Date except as set forth on Section 5.06 of the GrafTech Disclosure Schedule or in Article VI hereof; or (d) result in a violation or breach of, constitute a default under, or result in the acceleration ofcreation of any encumbrance upon any of the properties or assets of GrafTech, Parent or either Merger Sub under, any of the material terms, conditions or provisions of, or require the consent of any Contract or Permit to which Seller or the Company Person that is a party to, any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease, franchise agreement or any other instrument or obligation to which GrafTech, Parent or Merger Sub is a party, or by which Seller, the Company, it or any material portion of their its respective properties or assets are may be bound, excluding from the foregoing clauses (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or and (d) alterthose permits, diminish consents, approvals and notices the absence of which, and those violations, breaches, defaults or result encumbrances the existence of which, would not, individually or in the terminationaggregate, revocation, suspension, cancellation, withdrawal or loss of any of be expected to have a Material Adverse Effect on GrafTech and excluding from the Interests or foregoing clause (d) encumbrances arising under the Transferred Assets, result in the creation or imposition of any Lien upon the Interests Existing Facility or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or thereby, except for (i) in connection with the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing Consentssuccessor thereto.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby will not (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or constitute a default under, or result in the acceleration of, any of the material terms, conditions or provisions of any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the The execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby or therebyand thereby (including, except without limitation, the issuance of the Units and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares) will not (i) result in a violation of the Certificate of Incorporation or Bylaws, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment (including, without limitation, the triggering of any anti-dilution provisions), acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws, rules and regulations and rules and regulations of any self-regulatory organizations to which either the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except, with respect to clauses (ii) and (iii), for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations that would not, individually or in the aggregate, have a Material Adverse Effect). Except (w) as may be required under the Securities Act in connection with the transfer performance of Existing Permitsthe Company's obligations under the Registration Rights Agreement, (iix) for the Required Third Party Consents filing of a Form D with the SEC, (y) as may be required for compliance with applicable state securities or "blue sky" laws, or (z) as otherwise set forth in Section 3(e) of the Disclosure Schedule, the Company is not required to obtain any consent, approval, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency or other third party (including, without limitation, pursuant to any Material Contract (as defined in Section 3(g) below)) in order for it to execute and (iii) Post-Closing Consentsdeliver this Agreement or any of the other Transaction Documents or perform any of its obligations hereunder or thereunder.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller Buyers and Buyer Parent of this Agreement and the Ancillary Agreements do notother Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not not: (a) violate, conflict with, or result in any a violation or breach of any provision of the Governing Documents certificate of Seller, incorporation or by-laws of Buyers or Buyer Parent; (b) violateresult in a violation or breach of any provision of any Law or Governmental Order applicable to Buyers or Buyer Parent; or (c) except as disclosed in Section 4.3 of the Buyer Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with or with, result in a violation or breach of, or constitute a default under, under or result in the acceleration ofof any agreement to which any Buyer or Buyer Parent is a party, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to give notice would not have a material adverse effect on any Buyer’s or Buyer Parent’s ability to consummate the transactions contemplated hereby. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any of the material terms, conditions Governmental Authority is required by or provisions of any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate in any material with respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights Buyer or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller Buyer Parent in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or other Transaction Documents and the consummation of the transactions contemplated hereby or and thereby, except for (i) in connection with such filings as previously made under the transfer of Existing Permits, HSR Act and (ii) such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a material adverse effect on any Buyer’s or Buyer Parent’s ability to consummate the Required Third Party Consents and (iii) Post-Closing Consentstransactions contemplated hereby.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller of this Agreement and by the Ancillary Agreements do notCompany, and the consummation of the transactions contemplated hereby and thereby the other agreements entered into as contemplated hereby, do not and will not not: (a) violate, conflict with, violate or result in constitute a breach of, or require any breach of notice, consent or waiver under, any provision of the Governing Organizational Documents of Seller, the Company; (b) violate, conflict with or result in a violation or breach of, or constitute a default under, or result in the acceleration of, any of the material terms, conditions or provisions of any Contract provision of any Law or Permit Governmental Order applicable to which Seller or the Company is a party or by which Seller, the Company, Acquired Companies or any material portion of their respective assets are bound, properties or assets; (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Sellerexcept for filings that may be required by the HSR Act, require the Companyconsent of, the Interestsapproval from, filing with, or any portion of the Transferred Assetsnotice to, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity Authority by or any other Person is required with respect to be obtained by Seller the Acquired Companies in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby and the other agreements entered into as contemplated hereby; (d) result in a breach of, constitute (with or therebywithout due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any provision of any Contract to which any of the Acquired Companies is a party or by which any of the Acquired Companies or any of their respective properties is bound or affected; or (e) result in the imposition of any Encumbrance (other than Permitted Encumbrances) upon any of the assets or properties of the Acquired Companies, except for in the cases of clauses (ib) through (e), as would not, individually or in connection with the transfer aggregate, reasonably be expected to prevent, materially delay or materially impair, the ability of Existing Permits, (ii) the Required Third Party Consents Company to perform its obligations under this Agreement or any Transaction Document to which it is or will be a party or consummate the transactions contemplated hereby and (iii) Post-Closing Consentsthereby.

No Conflicts; Consents. Except for Neither the execution and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller STXB of this Agreement and the Ancillary Agreements do not, and related documents nor the consummation of the transactions contemplated hereby and thereby or thereby, nor compliance by STXB with any of the provisions hereof or thereof, will not (a) violate, conflict with, or result in any a breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or 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 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 Encumbrance upon any of the material properties or assets of STXB or any of its Subsidiaries under any of the terms, conditions or provisions of (i) the Organizational Documents of STXB or any Contract of its Subsidiaries or Permit (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller STXB or the Company any of its Subsidiaries is a party or by which Seller, the Companyit may be bound, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law to which STXB or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests its Subsidiaries or any of the Transferred Assets, give rise to properties or assets of STXB or any rights or liabilities under any Liens in any Interests or Transferred Assetsof its Subsidiaries may be subject, or give (b) assuming that the STXB Regulatory Approvals are duly obtained, violate any law, statute, code, ordinance, rule, regulation, permit, concession, grant, franchise or any judgment, ruling, order, writ, injunction or decree applicable to any other Person any interest STXB or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity its Subsidiaries or any other Person is required of their respective properties or assets, except, with respect to be obtained by Seller in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or thereby, except for (i) in connection with the transfer of Existing Permits, clause (ii) ), for such violations, conflicts, breaches or defaults which either individually or in the Required Third Party Consents and (iii) Post-Closing Consentsaggregate would not have or be reasonably likely to have a Material Adverse Effect on STXB.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements do notother Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not not: (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or default under, any provision of the certificate of formation or other organizational documents of Seller; (b) subject to compliance with the HSR Act, conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to Seller, the Business or the Purchased Assets; (c) except as set forth in Section 4.04 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration ofof or create in any party the right to accelerate, terminate, modify or cancel any of the material terms, conditions or provisions of any Material Contract or Material Permit to which Seller or the Company is a party or by which Seller, Seller or the Company, Business is bound or to which any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, Purchased Assets are subject (including any Assigned Contract); or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon Encumbrance other than Permitted Encumbrances on the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Purchased Assets. No Consent of consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Entity Authority or any other Person person is required by or with respect to be obtained by Seller in connection with the execution, execution and delivery and performance of this Agreement or any of the other Transaction Documents and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or and thereby, except for (i) such filings as may be required under the HSR Act or where the failure to obtain or make any such consent, approval, Permit, Governmental Order, declaration or filing, or to give such notice, could not reasonably be expected to prevent the consummation of the transaction or result in connection with any material Loss or any material impediment to the transfer operation of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Business by Buyer after the Closing ConsentsDate.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller each PNG Party of this Agreement and the Ancillary Agreements do notAgreement, and the consummation of the transactions contemplated hereby hereby, do not and thereby will not not: (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or constitute a default under, any provision of the certificate of incorporation, by-laws or other organizational documents of any PNG Party, (b) conflict with in any material respect or result in the acceleration of, any of the a material terms, conditions violation or provisions breach of any Contract provision of any Applicable Law or Permit Order applicable to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective assets are boundPNG Party, (c) violate in to the Knowledge of Penn Parent (as defined below) except as set forth on Schedule 2.3 and Schedule 3.2(a) of the Merger Agreement, require any material respect consent, notice or other action by any applicable Law or Person under (i) any Order binding upon or applicable material Contract to Seller, the Company, the Interests, or which any portion of the Transferred AssetsPNG Party is a party, or (ii) any material Permit held by any PNG Party, (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon on any PNG Party or their respective assets other than Permitted Liens and, except, in the Interests case of clauses (b), (c) and (d), for any such conflict, breach, default, acceleration, termination, modification, cancellation or any Lien that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such PNG Parties’ ability to perform their respective obligations under the Merger Agreement, the Restructuring Transactions and/or the other transactions contemplated hereby, as applicable. Except (x) as set forth on Schedule 2.3 and Schedule 3.2(a) of the Transferred AssetsMerger Agreement, give rise and (y) with respect to the consummation of the Restructuring Transactions, including the filing of the documents set forth on Schedule A, to the Knowledge of Penn Parent (as defined below), no consent, approval, Permit, Order, declaration or filing with, or notice to any rights Governmental Authority is required by or liabilities under any Liens in any Interests or Transferred Assets, or give with respect to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller PNG Party in connection with the execution, delivery and performance of this Agreement by the PNG Parties and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or therebyby the PNG Parties. For all purposes hereunder, except for (i) in connection with the transfer term “Knowledge of Existing Permits, (ii) Penn Parent” shall mean the Required Third Party Consents and (iii) Post-Closing Consentsactual knowledge of Xxxxxx Xxxxxx.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller Innospec of this Agreement and the Ancillary Agreements do notother Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not not: (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or default under, any provision of the Organizational Documents of Innospec; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Innospec; (c) except as set forth in Section 5.2 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration ofof or create in any party the right to accelerate, any of the material termsterminate, conditions modify or provisions of cancel any Contract or Permit to which Seller or the Company Innospec is a party or by which Seller, the Company, Innospec is bound or to which Innospec’s properties and assets are subject or any material portion Permit affecting the properties, assets or business of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, Innospec; or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon Encumbrance other than Permitted Encumbrances on any properties or assets of Innospec, except in the Interests case of Section 5.2(c) above, for such defaults or any other events which, either individually or in the aggregate, would not (x) have a Buyer Material Adverse Effect or (y) materially impair the ability of the Transferred Assets, give rise Innospec to any rights or liabilities perform its obligations under any Liens in any Interests or Transferred Assetsthis Agreement and each Transaction Document to which each is, or give is specified to any other Person any interest or right in any of the Interests or the Transferred Assetsbe, a party. No Consent of consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Entity or any other Person Authority is required to be obtained by Seller Innospec in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or other Transaction Documents and the consummation of the transactions contemplated hereby or and thereby, except for (i) in connection with such filings as may be required under the transfer of Existing PermitsHSR Act, (ii) those the Required Third Party Consents failure of which to obtain or make, individually or in the aggregate, would not (A) have a Buyer Material Adverse Effect or (B) materially impair the ability of Innospec to perform its obligations under this Agreement and each Transaction Document to which each is, or is specified to be, a party and (iii) Post-Closing Consentsthose that may be required solely by reason of Seller’s (as opposed to any other third party’s) participation in the transactions contemplated hereby.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby will not (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or constitute a default under, or result in the acceleration of, any of the material terms, conditions or provisions of any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the The execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby or therebyand thereby (including, except without limitation, the issuance of the Securities and the issuance and reservation for issuance of the Underlying Common Shares) will not (i) result in a violation of the Certificate of Incorporation or Bylaws, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment (including, without limitation, the triggering of any anti-dilution provisions), acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) assuming the receipt of the Nasdaq Listing Department’s approval of the Company’s Supplemental Listing Application with respect to the Securities (other than the Note), subject to stockholder approval (to the extent stockholder approval is contemplated herein), result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws, rules and regulations and rules and regulations of any self-regulatory organizations to which either the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except, with respect to clauses (ii) and (iii), for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations that would not, individually or in the aggregate, have a Material Adverse Effect). Except (v) for Listing Department approval of the Supplemental Listing Application, (w) as may be required under the Securities Act in connection with the transfer performance of Existing Permitsthe Company’s obligations under the Registration Rights Agreement, (iix) for the Required Third Party Consents filing of a Form D with the SEC, (y) as may be required for compliance with applicable state securities or “blue sky” laws, or (z) as otherwise set forth in Section 3(e) of the Disclosure Schedule, the Company is not required to obtain any consent, approval, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency or other third party (including, without limitation, pursuant to any Material Contract (as defined in Section 3(g) below)) in order for it to execute and (iii) Post-Closing Consentsdeliver this Agreement or any of the other Transaction Documents or perform any of its obligations hereunder or thereunder.

No Conflicts; Consents. Except for and subject to obtaining (a) Assuming the delivery or receipt, as applicable, by Seller of the Consents set forth on Schedule 3.3 (in Section 3.03(a) of the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing PermitsDisclosure Schedule, the execution, execution and delivery and performance by Seller each Selling Entity of this Agreement and each of the Ancillary Agreements do not, Other Transaction Documents to which it is specified to be a party and the consummation by each Selling Entity and the Company of the transactions contemplated hereby and thereby and the performance by each Selling Entity and the Company of their respective other obligations hereunder and thereunder do not or will not (a) violatenot, as applicable, conflict with, or result in any breach (i) violation or default by such Selling Entity or any of its applicable subsidiaries, (ii) termination, cancellation or acceleration of any right or obligation of such Selling Entity or any of its applicable subsidiaries, (iii) loss of any benefit of such Selling Entity or any of 29 its applicable subsidiaries or (iv) creation of any Lien (other than any Permitted Lien) upon any property or asset of such Selling Entity or any of its applicable subsidiaries or under any provision of, (A) the organizational documents of such Selling Entity or any of its applicable subsidiaries, (B) any material Contract of such Selling Entity or any of its applicable subsidiaries or (C) any Injunction or, subject to the Authorizations and Filings described in Section 3.03(b), applicable Law, other than, in the case of each of clauses (A) (with respect to organizational documents of the Governing Documents subsidiaries of SellerSeller (other than the Company or the other Selling Entities)), (B) and (C), any such violation, default, termination, cancellation, acceleration, loss of benefit or creation of a Lien that (x) would not reasonably be expected to, individually or in the aggregate, result in a Company Material Adverse Effect and (y) would not reasonably be expected to prevent or materially delay the consummation of the Acquisition. (b) violate, conflict with No Authorization or result in a violation or breach of, or constitute a default under, or result in the acceleration of, any of the material terms, conditions or provisions of any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person Filing is required to be obtained or made by Seller or with respect to each Selling Entity in connection with the execution, execution and delivery and performance of this Agreement and or the Ancillary Agreements Other Transaction Documents to which Seller it is specified to be a party or party, the consummation of the transactions contemplated hereby or therebythereby or the compliance by such Selling Entity with the terms and conditions hereof and thereof, except for other than (i) in connection with as may be required by the transfer of Existing PermitsHSR Act or the notification to the NSIA, (ii) as may be required solely by reason of Purchaser’s or any of its Affiliates’ participation in the Required Third Party Consents and transactions contemplated by any of the Transaction Documents, (iii) Post-Closing Consents.as may be required by the rules or regulations of any applicable securities exchange or listing authority and (iv) such Authorizations or Filings, the absence of which, or the failure of which to be made, (x) would not reasonably be expected to, individually or in the aggregate, result in a Company Material Adverse Effect and (y) would not reasonably be expected to prevent or materially delay the consummation of the Acquisition. SECTION 3.04

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby will not (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or constitute a default under, or result in the acceleration of, any of the material terms, conditions or provisions of any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the execution, The execution and delivery and performance of this Agreement and the Ancillary Agreements to which Seller Parent or the Company is a party does not, and the performance by Parent and the Company of any of its obligations hereunder and thereunder and the consummation of the Contemplated Transactions (in each case, with or without the giving of notice or lapse of time, or both) will not, directly or indirectly, (i) violate or conflict with or result in any violation or breach of the provisions of any of the Organizational Documents of any of the Acquired Companies, (ii) materially violate, breach, conflict with or constitute a default, an event of default, or an event creating any additional rights (including rights of amendment, impairment, modification, suspension, revocation, acceleration, first refusal, first offer, termination or cancellation), impose additional obligations or result in a loss of any material rights, or require a consent or the delivery of notice (other than under the HSR Act) under any Law or Permit applicable to an Acquired Company or to which an Acquired Company is a party or a beneficiary or otherwise subject, or (iii) result in the creation of any Liens upon any property or asset owned or used by any Acquired Company. In addition, except as set forth in Schedule 5.3(a) of the Acquired Companies Disclosure Letter, with respect to contracts involving amounts in excess of $400,000.00, payable by or to the Parent or any Acquired Company, the execution and delivery of this Agreement and the Ancillary Agreements to which Parent or any Acquired Company is a party does not, and the performance by Parent and the Acquired Companies of any of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby Contemplated Transactions (in each case, with or therebywithout the giving of notice or lapse of time, except for or both) will not, directly or indirectly, violate, breach, conflict with or constitute a default, an event of default, or an event creating any additional rights (i) including rights of amendment, impairment, modification, suspension, revocation, acceleration, first refusal, first offer, termination, or cancellation), impose additional obligations or result in connection with a loss of any rights, or require a consent or the transfer delivery of Existing Permitsnotice, (ii) the Required Third Party Consents and (iii) Post-Closing Consentsunder any Acquired Company Contract.

No Conflicts; Consents. Except for References to the Company in this Section 3.4 shall not include the Subsidiary. The execution and subject to obtaining delivery by the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, Stockholders and the transfer of Existing Permits, the execution, delivery and performance by Seller Company of this Agreement do not, the execution and delivery by any Stockholder or the Company of each Ancillary Agreements do Agreement to which it is, or is specified to be, a party will not, and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance by Stockholders and the Company with the terms hereof and thereof will not (a) violate, conflict with, or result in any breach violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any provision obligation or to loss of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach ofmaterial benefit under, or constitute a default to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the acceleration of, any of the material terms, conditions or provisions of any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights properties or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any assets of the Interests Company or the Transferred AssetsSubsidiary under, any provision of (i) the Certificate of Incorporation or Bylaws, (ii) any Material Contract or (iii) any Judgment or, to the Company's knowledge, any Applicable Law applicable to the Company or its properties or assets, other than any termination, cancellation or acceleration which would not, individually or in the aggregate, have a Company Material Adverse Effect. No Consent of of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by Seller or with respect to the Company in connection with the execution, delivery and performance of this Agreement and the or any Ancillary Agreements to which Seller is a party Agreement or the consummation of the Merger or the other transactions contemplated hereby and thereby other than those that may be required solely by reason of Purchaser's (as opposed to any other third party's) participation in the Merger and the other transactions contemplated hereby and by the Ancillary Agreements or thereby, except for (i) in connection with the transfer Israeli Tax Ruling. The consummation of Existing Permitsthe Merger and the other transactions contemplated hereby will not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under any provision of (i) the Articles of Association of the Subsidiary, (ii) any Material Contract to which the Required Third Party Consents and Subsidiary is a party or (iii) Post-Closing Consentsany Judgment or, to the Company's knowledge, any Applicable Law applicable to the Subsidiary or its properties or assets, other than any conflict, violation or default which would not, individually or in the aggregate, have a Company Material Adverse Effect. No Consent of, or registration, declaration or filing with, any Person is required to be obtained or made by or with respect to the Subsidiary in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement or the consummation of the Merger or the other transactions contemplated hereby.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements do notother Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not not: (a) violate, conflict with, or result in any a violation or breach of any provision of the Governing Documents articles of incorporation or by-laws of Seller, ; (b) violate, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller, the Business or the Purchased Assets; or (c) except as set forth in Section 4.03(a) of the Disclosure Schedules, result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any rights of Seller or the Business under, or result in the acceleration of, creation of any Encumbrance on any of the material termsPurchased Assets pursuant to, conditions any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or provisions of any other Contract or Permit to which Seller or the Company is a party or by which Seller, the CompanyBusiness or the Purchased Assets may be bound or affected; except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to give notice would not have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or any material portion of their respective assets are boundnotice to, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person Authority is required by or with respect to be obtained by Seller in connection with the execution, execution and delivery and performance of this Agreement or any of the other Transaction Documents and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or and thereby, except for (isuch filings as may be required as set forth in Section 4.03(b) in connection with of the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing ConsentsDisclosure Schedules.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements do not, other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (ai) violateresult in a violation of the Company’s Articles of Incorporation or Bylaws, (ii) assuming that the proceeds of the sale and issuance of the Securities are used in accordance with Section 4.5 hereof, conflict with, or result in constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any breach rights of termination, amendment (including, without limitation, the triggering of any provision anti-dilution provisions), acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of the Governing Documents of Sellerits Subsidiaries is a party, or (biii) violate, conflict with or result in a violation of any law, rule, regulation, order, judgment or breach decree (including United States federal, and state securities laws, rules and regulations, Canadian Securities Laws and rules and regulations of any other self-regulatory organizations to which either the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except, with respect to clauses (ii) and (iii), for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations that would not, individually or in the aggregate, have a Material Adverse Effect). Except (u) as may be required under the Securities Act in connection with the performance of the Company’s obligations under the Registration Rights Agreement, (v) for the filing of a report on Form 45-106F1, prepared and executed in accordance with National Instrument 45-106 — Prospectus and Registration Exemptions, if required, (w) for the filing of a Form D with the SEC, (x) as may be required for compliance with applicable state securities or “blue sky” laws, (y) the approval of the Nasdaq Global Select Market (the “National Market”) and the TSX, or (z) as otherwise set forth in Section 3.5 of the Disclosure Schedule, the Company is not required to obtain any consent, approval, authorization or order of, or constitute a default under, make any filing or result in the acceleration ofregistration with, any of the material terms, conditions court or provisions of any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, governmental agency or any material portion of their respective assets are boundregulatory or self-regulatory agency or other third party (including, without limitation, pursuant to any Material Contract (cas defined in Section 3.7 below)) violate in any material respect any applicable Law order for it to execute, deliver or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of perform any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests its obligations under this Agreement or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or thereby, except for (i) in connection with the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing Consents.Transaction Documents

No Conflicts; Consents. Except for and subject to obtaining the Consents as set forth on Schedule 3.3 (4.5 of the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing PermitsPECO Disclosure Letter, the execution, execution and delivery and performance by Seller each of the PECO Parties of this Agreement and the each Ancillary Agreements do Agreement to which such PECO Party is, or will be, a party will not, and the consummation of the transactions contemplated hereby Transactions to which such PECO Party is a party and thereby compliance by such PECO Party with the terms thereof will not (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violatecontravene, conflict with or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or constitute both) under, or give rise to a default right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under or to increased, additional or accelerated material rights or entitlements of any Person under, or require any Consent of any Person under, or result in the acceleration of, creation of any Lien (other than Permitted Liens) upon any of the material termsproperties or assets of any PECO Entity under, conditions any provision of: (a) the certificate of incorporation or provisions by-laws (or comparable documents) of any PECO Entity; (b) any Contract or Permit PECO Benefit Plan to which Seller or the Company any PECO Entity is a party or by which Seller, the Company, or any material portion of their respective properties or assets are bound, ; or (c) violate in any material respect any applicable PECO Permit, Judgment or Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests PECO Entity or any of their respective properties or assets; except in each of the Transferred Assetsforegoing clauses (b) and (c) as would not reasonably be expected to have, give rise to any rights individually or liabilities under any Liens in any Interests or Transferred Assetsthe aggregate, a PECO Material Adverse Effect. No material Consent of, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of Filing with, any Governmental Entity or any other Person is required to be obtained or made by Seller or with respect to any PECO Entity in connection with the execution, delivery and performance of this Agreement and the or any Ancillary Agreements to which Seller is a party Agreement or the consummation of the transactions contemplated hereby Transactions or therebythe ownership by PECO or PECO OP of any Acquired Company following the Closing, except other than (A) (1) the Form S-4 relating to the issuance of the Stock Merger Consideration, and (2) such reports under the Exchange Act, if any, as may be required in connection with this Agreement, the Merger and the other Transactions, (B) the filing with and the acceptance for record by the SDAT of the Articles of Merger, (iC) such Filings and Consents as may be required in connection with the transfer of Existing PermitsTaxes described in Section 6.7(b), (ii) the Required Third Party Consents and (iiiD) Post-Closing Consentssuch other consents, approvals, orders, authorizations, registrations, declarations and filings which, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a PECO Material Adverse Effect.

No Conflicts; Consents. Except for and subject to obtaining the Consents as set forth on Schedule 3.3 (4.3, neither the “Required Third Party Consents”) execution and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby will not (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or constitute a default under, or result in the acceleration of, any of the material terms, conditions or provisions of any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective assets are boundTransaction Document, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or nor the consummation of the transactions contemplated hereby or thereby, except for will (i) violate or conflict with, or require the consent of any person or entity under, or any provision of the Sellers' formation or governing documents, as amended; (ii) violate or conflict with any constitution, statute, regulation, rule, injunction, judgment, order, permit, decree, ruling, charge, or other restriction of any government, governmental agency, court or arbitrator to which any of the Sellers or any of their respective assets are subject; (iii) conflict with, result in a breach of, constitute a default under (or with notice or lapse of time or both result in a breach of or constitute a default), result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under any agreement, contract, lease, license, instrument, or other arrangement to which any of the Sellers is a party or bound or to which any of their respective assets are subject (or result in the imposition of any Lien upon any of the Credit Card Assets or the Equipment), except for violations, conflicts, breaches, defaults, accelerations, terminations, modifications, cancellations, failures to give notice, consents or Liens that would not result in a Sellers Material Adverse Effect; (iv) except for the approval of the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") and federal banking regulators, require the Sellers to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency, creditor or other third party in order to consummate the transactions contemplated by this Agreement and to the Sellers' knowledge there are no pending regulatory actions or agreements pertaining to the Sellers that would delay or prevent such approvals; or (v) require the Sellers to obtain any consent from any party to any Contract in connection with the transfer assignment of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing Consentssuch Contract hereunder.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and ---------------------- performance by Seller of this Agreement and each Transaction Document to which it is or, at the Ancillary Agreements do notClosing, will be a party and the consummation of the transactions contemplated hereby Contemplated Transactions to which it is a party do not and thereby will not (ai) violate, conflict with, or result in any breach of violate any provision of the Governing Documents Certificate of Incorporation or By-laws of Seller; (ii) to the knowledge of Seller, require Seller or any Affiliate of Seller to obtain any consent, approval or action of or waiver from, or make any filing with, or give any notice to, any Governmental Body authorized to regulate the provision of telecommunication services (ba "Regulatory Body"), except as set forth on Schedule 4.14; (iii) --------------- ------------- require Seller or any Affiliate of Seller to obtain any consent, approval or action of or waiver from, or make any filing with, or give any notice to, any other person (which term, for purposes of this clause, shall with respect to Governmental Bodies, be limited to the United States, Germany, Switzerland, Austria, the United Kingdom, South Africa and any political subdivision thereof), except as set forth on Schedule 4.7 and except where the failure to ------------ obtain any such consent, approval or waiver, or to make any such filing, or give any such notice would not reasonably be expected to have a Material Adverse Effect on the Condition of the Business; (iv) to the knowledge of Seller, require Seller or any Affiliate of Seller to obtain any consent, approval or action of or waiver from, or to make any filing with, or give any notice to, any person not referred to in clauses (ii) or (iii), except as set forth on Schedule -------- 4.7 and except where the failure to obtain any such consent, approval or waiver, --- or to make any filing, or give any such notice would not reasonably be expected to have a Material Adverse Effect on the Condition of the Business; (v) if the Seller Consents are obtained prior to Closing, violate, conflict with or result in a violation breach or breach ofDefault under (after the giving of notice or the passage of time or both), or constitute a default under, or result in permit the acceleration termination of, any of the material terms, conditions or provisions of any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or by which it or any of its assets may be bound or subject, or result in the consummation creation of any Lien upon the Assets pursuant to the terms of any such Contract, except where the failure to obtain any such Seller Consent would not reasonably be expected to have a Material Adverse Effect on the Condition of the transactions contemplated hereby Business; (vi) to the knowledge of Seller, if the Seller Consents are obtained prior to Closing, violate any Law or therebyOrder of any Regulatory Body against, or binding upon, Seller, or upon the Assets or the Business; or (vii) if the Seller Consents are obtained prior to Closing, violate (A) any other United States Law or Order or (B) to the knowledge of Seller, any other Law or Order not described in clauses (vi) or (vii), in each case which is against, or binding upon, Seller, or upon the Assets or the Business, except for (i) where any violation of any such Law or Order would not reasonably be expected to have a Material Adverse Effect on the Condition of the Business. As used in connection with the transfer of Existing Permitsthis Agreement, consents, approvals and waivers described in subsections (ii) the Required Third Party Consents and ), (iii) Post-Closing and (iv) above shall be collectively referred to herein as "Seller Consents.". ---------------

No Conflicts; Consents. Except for The execution and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3delivery by Company of, and the transfer of Existing Permits, the execution, delivery and performance by Seller the Company of this Agreement and the Ancillary Agreements do notits obligations under, and the consummation each of the transactions contemplated hereby and thereby Operative Documents will not not: (a) violate, conflict with, violate or result in any breach of otherwise contravene any provision of (i) applicable Law or (ii) the Governing Documents Articles of Seller, Incorporation or the By-Laws; or (b) violate, conflict with or result in a breach or violation of any of the terms or breach provisions of, or constitute a default under, any indenture, mortgage, loan agreement, note, lease or result in other instrument to which the acceleration of, Company or any of the material terms, conditions or provisions of any Contract or Permit to which Seller or the Company its Subsidiaries is a party or by is bound, or to which Sellerany of their properties or assets are subject, that is filed as an exhibit to the CompanySEC Reports (including, for this purpose, any statement or report that would be an SEC Report but for the fact that it was filed after 8:00 pm ET on October 29, 2018) or material to the Company and its Subsidiaries, taken as a whole, or any material portion of their respective assets are boundjudgment, (c) violate in any material respect any applicable Law order or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss decree of any of Governmental Authority having jurisdiction over the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests Company or any of its Subsidiaries or their respective properties or assets, except, in the Transferred Assetscases of clauses (a)(i) and (b), give rise for such violations, contraventions, breaches or defaults as would not, individually or in the aggregate, reasonably be expected to any rights have a Material Adverse Effect or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or prevent the consummation of the transactions contemplated hereby by this Agreement and the other Operative Documents. No consent, approval, authorization or therebyorder of, or filing, registration or qualification with, any Governmental Authority or other Person under any agreement or other arrangement filed as an exhibit to any SEC Report (including, for this purpose, any statement or report that would be an SEC Report but for the fact that it was filed after 8:00 pm ET on October 29, 2018) is required for the issue and sale of the Purchased Shares and the Warrants or the consummation by the Company of the transactions contemplated by this Agreement, except for (i) the filing of the Certificate of Designation with the Public Registry of the Republic of Panama and except such as may be required by the Exchange Act, applicable state securities Laws, the listing standards of the NYSE and the bylaws and rules of the Financial Industry Regulatory Authority in connection with the transfer offer and sale of Existing Permits, (ii) the Required Third Party Consents Purchased Shares and (iii) Post-Closing Consentsthe Warrants.

No Conflicts; Consents. (a) Except for and subject to obtaining the Consents as set forth on in Section 4.4(a) of the Company Disclosure Schedule 3.3 (the “Required Third Party Consents”and assuming all Governmental Filings and waiting periods described in or contemplated by Section 4.4(c) and except for any Post-Closing Consents separately set forth on Schedule 3.3Section 5.3(b) have been obtained or made, and the transfer of Existing Permitsor have expired, the execution, delivery and performance by Seller of this Agreement and the Ancillary other Transaction Agreements do not, to which the General Partner or the Company is or will be a party by the General Partner and the Company and the consummation by the General Partner and the Company of the transactions contemplated hereby and thereby will not not, in each case, with or without notice or lapse of time or both, (ai) violateviolate any applicable Law to which any Company Entity or its respective properties or assets is subject or bound, (ii) conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or constitute a default under, or result in the acceleration acceleration, termination, suspension, revocation or cancellation of, create in any of party the material termsright to accelerate, conditions terminate, suspend, revoke or provisions cancel, result in a loss of any Contract benefit or Permit rights to which Seller any Company Entity is entitled under, or the require any consent, approval or notice under, any Company Material Contract to which any Company Entity is a party or by which Seller, the Company, any of its properties or any material portion of their respective assets are subject or bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss creation of any Encumbrance (other than Permitted Encumbrances) upon any of the Interests assets, properties or equity interests of any Company Entity or (iii) violate the certificate of incorporation or bylaws, memorandum and articles of association or other governing documents, each as amended to the date of this Agreement, of the Company Entities, other than, in the case of clauses (i) and (ii) above, any such violations, conflicts, breaches, defaults, accelerations, terminations, cancellations, suspensions, revocations or rights that, individually or in the aggregate, would not reasonably be expected to be material to the Company Entities, taken as a whole, and would not reasonably be expected to prevent, materially impair or materially delay the ability of the General Partner or the Transferred Assets, result in Company to consummate the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity transactions contemplated by this Agreement or any other Person is required to be obtained by Seller in connection with the execution, delivery and performance of this Transaction Agreement and the Ancillary Agreements to which Seller it is or will be a party or the consummation of the transactions contemplated hereby or thereby, except for (i) in connection with the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing Consentsto perform its obligations under such Transaction Agreements.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller the Company of this Agreement and the Ancillary Agreements do notAgreement, and the consummation of the transactions contemplated hereby hereby, do not and thereby will not not: (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of the Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Company; (c) except as set forth in Section 3.05 of the Disclosure Schedules and as contemplated by Section 3.06, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration ofof or create in any party the right to accelerate, any of the material termsterminate, conditions modify or provisions of cancel any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, Company is bound or to which any material portion of their respective properties and assets are bound, subject (cincluding any Material Contract) violate in any material respect any applicable Law or any Order binding upon Permit affecting the properties, assets or applicable to Seller, business of the Company, the Interests, or any portion of the Transferred Assets, ; or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests Encumbrance other than Permitted Encumbrances on any properties or any assets of the Transferred AssetsCompany; except in the case of clauses (b), give rise (c) and (d), for any such matter that, individually or in the aggregate, has not resulted and would not reasonably be expected to any rights or liabilities under any Liens result in any Interests or Transferred Assetsmaterial Liability to the Company, materially impair the operations of the Company, or give prevent or delay the Company or Sellers from consummating the transactions contemplated by this Agreement. Except as contemplated by Section 3.06, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any other Person any interest or right in any of the Interests Sellers or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller Company in connection with the execution, execution and delivery and performance of this Agreement, the Escrow Agreement and the Ancillary Agreements to which Seller is a party or Documents and the consummation of the transactions contemplated hereby or and thereby, except for (i) in connection with such filings as may be required under the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing ConsentsHSR Act.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller each Company of this Agreement and the Ancillary Agreements do notDocuments to which it is or will be a party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not not: (ai) violate, conflict with, or result in any a violation or breach of any provision of the Governing Organizational Documents of Seller, such Company; (bii) violate, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Acquired Companies; or (iii) result in a breach or violation of, or constitute (with or without due notice or lapse of time or both) a default underdefault, or result in the acceleration ofgive rise to any right of termination, amendment, cancellation or acceleration) under, any of the material terms, conditions or provisions of any material Contract or Permit cause any Acquired Company to which Seller lose its benefits or the Company is a party or by which Seller, the Company, or rights under any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests its material assets, rights or the Transferred Assetsproperties, result except, in the creation or imposition case of any Lien upon the Interests or any each of the Transferred Assetsforegoing clauses (i) through (iii), give rise as has not had and would not reasonably be expected to any rights have a Material Adverse Effect on the Acquired Companies, taken as a whole. No Consent, approval, Permit, Governmental Order, declaration or liabilities under any Liens in any Interests or Transferred Assetsfiling with, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of notice to, any Governmental Entity or any other Person Authority is required by or with respect to be obtained by Seller either Company in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Agreements Documents to which Seller it is or will be a party or and the consummation of the transactions contemplated hereby or and thereby, except for (i) in connection with where the transfer of Existing failure to obtain or make such Consents, approvals, Permits, (ii) Governmental Orders, declarations, filings or notices would not have a Material Adverse Effect on the Required Third Party Consents and (iii) Post-Closing ConsentsAcquired Companies, taken as a whole.

No Conflicts; Consents. Except for and subject to obtaining the Consents as set forth on Schedule 3.3 (3.5(a) of the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing PermitsCompany Disclosure Letter, the execution, execution and delivery and performance by Seller the Company of this Agreement and each Ancillary Agreement to which the Ancillary Agreements do Company is, or will be, a party will not, and the consummation of the transactions contemplated hereby Transactions to which the Company is a party and thereby compliance by the Company with the terms thereof will not (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violatecontravene, conflict with or result in a any violation of or breach ofdefault (with or without notice or lapse of time, or constitute both) under, or give rise to a default right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or to increased, additional or accelerated material rights or entitlements of any Person under, or require any Consent of any Person under, or result in the acceleration of, creation of any Lien (other than Permitted Liens) upon any of the material terms, conditions properties or provisions assets of any Contract or Permit to which Seller or Acquired Company under, any provision of: (a) assuming adoption of the Company is a party or by which SellerCharter Amendment, the certificate of incorporation or by-laws (or comparable documents) of any Acquired Company; (b) any material contract filed as an exhibit to the Company’s annual report on Form 10-K for the year ended on December 31, 2018; or (c) any permit, license, variance, exemption order or approval of any Governmental Entities necessary for the lawful conduct of the business of any Acquired Company, or any material portion Judgment or Law applicable to any Acquired Company or any of their respective assets are bound, properties or assets; except in each of the foregoing clauses (b) and (c) violate as would not reasonably be expected to have, individually or in any the aggregate, an Acquired Company Material Adverse Effect. No material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the InterestsConsent of, or any portion of the Transferred AssetsFiling with, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained or made by Seller or with respect to any Acquired Company in connection with the execution, delivery and performance of this Agreement and the or any Ancillary Agreements to which Seller is a party Agreement or the consummation of the transactions contemplated hereby or therebyTransactions, except other than (A) such reports under the Exchange Act, as may be required in connection with this Agreement, the Merger, the Company Charter Amendment and the other Transactions, (B) the filing with and the acceptance for record by the SDAT of the Articles of Amendment effecting the Company Charter Amendment, (iC) the filing with and the acceptance for record by the SDAT of the Articles of Merger, (D) such Filings and Consents as may be required in connection with the transfer of Existing PermitsTaxes described in Section 6.7(b), (iiE) such Filings with Governmental Entities to satisfy the Required Third Party Consents applicable requirements of the Laws of states in which any Acquired Company is qualified or licensed to do business, as set forth on Schedule 3.5(b) of the Company Disclosure Letter, and (iiiF) Post-Closing Consentssuch other consents, approvals, orders, authorizations, registrations, declarations and filings which, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, an Acquired Company Material Adverse Effect.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby will not (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or constitute a default under, or result in the acceleration of, any of the material terms, conditions or provisions of any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the The execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby or therebyand thereby (including, except without limitation, the issuance of the Units and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares) will not (i) result in a violation of the Articles of Incorporation or Bylaws, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment (including, without limitation, the triggering of any anti-dilution provisions), acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws, rules and regulations and rules and regulations of any self-regulatory organizations to which either the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except, with respect to clauses (ii) and (iii), for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations that would not, individually or in the aggregate, have a Material Adverse Effect). Except (w) as may be required under the Securities Act in connection with the transfer performance of Existing Permitsthe Company’s obligations under the Registration Rights Agreement, (iix) for the Required Third Party Consents and filing of a Form D with the SEC, or (iiiy) Postas may be required for compliance with applicable state securities or “blue sky” laws, the Company is not required to obtain any consent, approval, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-Closing Consentsregulatory agency or other third party (including, without limitation, pursuant to any Material Contract (as defined in Section 6(g) below)) in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the other Transaction Documents, other than the approval of its shareholders for the authorization of the Preferred Stock.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller Parent and Merger Sub of this Agreement and the Ancillary Agreements do notDocuments to which they are a party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not not: (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or constitute a default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Parent or Merger Sub; (b) subject to, in the case of the Merger, obtaining the Requisite Parent Vote, conflict with or result in the acceleration of, any of the material terms, conditions a violation or provisions breach of any Contract provision of any Law or Permit Governmental Order applicable to which Seller Parent or the Company is a party Merger Sub; or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate except as set forth in Section 4.02 of the Disclosure Schedules, require the consent, notice or other action by any Person under any Contract to which Parent or Merger Sub is a party, except where the conflict, breach, default or failure to obtain consent would not, individually or in the aggregate, have a material respect any applicable Law adverse effect. No consent, approval, Permit, Governmental Order, declaration or any Order binding upon or applicable to Seller, the Company, the Interestsfiling with, or any portion of the Transferred Assetsnotice to, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person Authority is required by or with respect to be obtained by Seller Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or Documents and the consummation of the transactions contemplated hereby or and thereby, except for (i) in connection the filing of the Certificate of Merger with the transfer Secretary of Existing PermitsState of Delaware, (ii) such filings as may be required under the Required Third Party Consents and HSR Act, (iii) Post-Closing Consentsthe filing with the SEC of the S-4 Registration Statement and the Proxy Statement/Prospectus relating to the approval of this Agreement by the holders of Shares and the issuance of Parent Shares in the Merger, (iv) the filing of the Certificate of Merger with the Secretary of State, (v) such other filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act and Nasdaq and (vi) such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have a material adverse effect.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller Live Oak of this Agreement and the Ancillary other Transaction Agreements do notto which it is or will be a party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not not, after the giving of notice, or lapse of time or both, or otherwise: (a) violateviolate or conflict with the organizational documents of Live Oak or its Affiliates; (b) violate or conflict in any material respect with any Law or order of any Governmental Authority applicable to Live Oak, its Affiliates, or the Live Oak Contributed Assets; (c) except as set forth on Section 5.3 of the Live Oak Disclosure Schedules, in any material respect, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a without notice or lapse of time or both) any violation or breach of, or constitute a default under, or result in the give rise to a right of termination, acceleration of, any of the material terms, conditions or provisions modification of any Contract obligation or Permit to which Seller or the Company is a party or by which Seller, the Company, or loss of any material portion of their respective assets are bound, (c) violate in benefit under any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, Live Oak Material Contract; or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or Encumbrance other than Permitted Encumbrances on any of the Transferred Live Oak Contributed Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any . Except as set forth on Section 5.3 of the Interests Live Oak Disclosure Schedules, no consent, approval, waiver or the Transferred Assets. No Consent of any Governmental Entity or any other Person authorization is required to be obtained by Seller Live Oak or its Affiliates from any Person in connection with the execution, delivery and performance by Live Oak of this Agreement and the Ancillary other Transaction Agreements to which Seller it is or will be a party or the consummation of the transactions contemplated hereby or thereby, except for (i) such consents, approvals, waivers or authorizations which would not, individually or in connection with the transfer of Existing Permitsaggregate, (ii) the Required Third Party Consents and (iii) Post-Closing Consents.have a Live Oak Material Adverse Effect

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by such Seller of this Agreement and the Ancillary Agreements do notDocuments to which it is a party and each instrument required hereby or thereby, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not not: (a) violateif such Seller is Lenco, conflict with, with or result in any violation or breach of, or default under, an organizational documents of any provision of the Governing Documents of such Seller, ; (b) violate, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to such Seller; (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration ofof or create in any party the right to accelerate, any of the material termsterminate, conditions modify or provisions of cancel any Contract or Permit to which such Seller or the Company is a party or by which Seller, the Company, such Seller is bound or to which any of its properties and assets are subject or any material portion Permit affecting the properties or assets of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to such Seller, the Company, the Interests, or any portion of the Transferred Assets, ; or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon Encumbrance other than Permitted Encumbrances on any properties or assets of such Seller, in each case which would, individually or in the Interests aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder or any of to consummate the Transferred Assetstransactions contemplated hereby. No consent, give rise to any rights approval, Permit, Governmental Order, declaration or liabilities under any Liens in any Interests or Transferred Assetsfiling with, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of notice to, any Governmental Entity or any other Person Authority is required by or with respect to be obtained by such Seller in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or Documents and the consummation of the transactions contemplated hereby or and thereby, except for (i) in connection with such filings as may be required under the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing Consents.HSR Act. Section 4.05

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller each of Advisor and NRF of this Agreement and the Ancillary Agreements do notother Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not not: (a) violate, conflict with, or result in any a violation or breach of any provision of the Governing Documents Instruments of Seller, Advisor or NRF (as applicable); (b) violateto Advisor’s Knowledge, result in a violation or breach of any provision of any Law or Governmental Order applicable to Advisor or NRF (as applicable); or (c) except as set forth in Section 2.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with or with, result in a violation or breach of, or constitute a default under, under or result in the acceleration ofof any agreement, contract, commitment, lease, guaranty, indenture, license or other arrangement or understanding binding upon Advisor or NRF or their respective Affiliates or its or their respective properties or assets; except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to give notice would not have a Material Adverse Effect and is not reasonably likely to be, individually or in the aggregate, material to Advisor or NRF or their respective subsidiaries taken as a whole. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any of the material terms, conditions Governmental Authority is required by or provisions of any Contract with respect to Advisor or Permit to which Seller NRF or the Company is a party or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate subsidiaries in any material respect any applicable Law or any Order binding upon or applicable to Seller, connection with the Company, the Interests, or any portion execution and delivery of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests this Agreement or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements Transaction Documents to which Seller Advisor or NRF is a party or and the consummation of the transactions contemplated hereby or therebyand thereby (as applicable), except for (i) in connection with the transfer of Existing such consents, approvals, Permits, (ii) Governmental Orders, declarations, filings or notices which, individually or in the Required Third Party Consents and (iii) Post-Closing Consentsaggregate, would not have a Material Adverse Effect.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller each PNG Party of this Agreement and the Ancillary Agreements do notAgreement, and the consummation of the transactions contemplated hereby hereby, do not and thereby will not not: (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or constitute a default under, any provision of the certificate of incorporation, by-laws or other organizational documents of any PNG Party, (b) conflict with in any material respect or result in the acceleration of, any of the a material terms, conditions violation or provisions breach of any Contract provision of any Applicable Law or Permit Order applicable to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective assets are boundPNG Party, (c) violate in to the Knowledge of Penn Parent (as defined below) except as set forth on Schedule 2.3 and Schedule 3.2(a) of the Merger Agreement, require any material respect consent, notice or other action by any applicable Law or Person under (i) any Order binding upon or applicable material Contract to Seller, the Company, the Interests, or which any portion of the Transferred AssetsPNG Party is a party, or (ii) any material Permit held by any PNG Party, (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon on any PNG Party or their respective assets other than Permitted Liens and, except, in the Interests case of clauses (b), (c) and (d), for any such conflict, breach, default, acceleration, termination, modification, cancellation or any Lien that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such PNG Parties’ ability to perform their respective obligations under the Merger Agreement, the Restructuring Transactions and/or the other transactions contemplated hereby, as applicable. Except (x) as set forth on Schedule 2.3 and Schedule 3.2(a) of the Transferred AssetsMerger Agreement, give rise and (y) with respect to the consummation of the Restructuring Transactions, including the filing of the documents set forth on Schedule A, to the Knowledge of Penn Parent (as defined below), no consent, approval, Permit, Order, declaration or filing with, or notice to any rights Governmental Authority is required by or liabilities under any Liens in any Interests or Transferred Assets, or give with respect to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller PNG Party in connection with the execution, delivery and performance of this Agreement by the PNG Parties and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or thereby, except for (i) in connection with by the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing ConsentsPNG Parties.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by each Seller Party of this Agreement and the Ancillary Agreements do notDocuments to which it or he is a party, and the consummation of the transactions contemplated hereby Transactions, do not and thereby will not not: (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or default under, any provision of the Organizational Documents of the Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to any Seller Party; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent of, notice to or other action by any other Person (each, a “Third Party Consent”) under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration ofof or create in any party the right to accelerate, any of the material termsterminate, conditions modify or provisions of cancel any Contract or Permit to which any Seller or the Company Party is a party or by which Seller, the Company, any Seller Party is bound or to which any material portion of their respective properties and assets are bound, subject (c) violate in including any material respect any applicable Law Material Contract or any Order binding upon Permit affecting the properties, assets or applicable to Seller, business of the Company, the Interests, or any portion of the Transferred Assets, ); or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests Encumbrance other than Permitted Encumbrances on any properties or any assets of the Transferred AssetsCompany. No consent, give rise approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller Party in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or Documents and the consummation of the transactions contemplated hereby or therebyTransactions, except for other than (i) in connection with such filings and notifications as may be required to be made under the transfer of Existing PermitsHSR Act and applicable Antitrust Laws, and (ii) the Required Third Party Consents expiration or early termination of applicable waiting periods under the HSR Act and (iii) Post-Closing Consentsthe expiration or termination of waiting periods or the receipt of approvals or consents required under other applicable Antitrust Laws.

No Conflicts; Consents. Except for and subject Subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits4.07, the execution, delivery and performance by Seller each of AINC, New Holdco, and Merger Sub of this Agreement and the Ancillary Agreements do notother Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby Transactions, do not and thereby will not not: (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or constitute a default under, any provision of the Organizational Documents of AINC, New Holdco or Merger Sub, or any of AINC’s other Subsidiaries; (b) conflict with or result in the acceleration ofa violation or breach of any provision of any Law or Governmental Order applicable to AINC, New Holdco, Merger Sub, or any of AINC’s other Subsidiaries or any other respective properties or assets; (c) require the material termsconsent, conditions notice or provisions of other action by any Person under any Contract or Permit to which Seller AINC or the Company any of its Subsidiaries is a party or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion as of the Transferred Assets, or date hereof; (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation of an Encumbrance (other than Permitted Encumbrance) on any of the properties or imposition assets of any Lien upon the Interests AINC or any of the Transferred Assetsits Subsidiaries. No consent, give rise to any rights approval, Permit, Governmental Order, declaration or liabilities under any Liens in any Interests or Transferred Assetsfiling with, or give notice to, any Governmental Authority is required by or with respect to any other Person any interest AINC, New Holdco, Merger Sub, or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any AINC’s other Person is required to be obtained by Seller Subsidiaries in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or other Transaction Documents and the consummation of the transactions contemplated hereby or therebyTransactions, except for such filings as may be required under the HSR Act and filings expressly described in this Agreement and the other Transaction Documents; or (ie) result in connection with any of the transfer Bennetts, MJB Investments or Xxxxxxx or any of Existing Permitstheir respective controlled Affiliates becoming an “acquiring person” under that certain Amended and Restated Rights Agreement, (ii) dated effective as of the Required Third Party Consents date of this Agreement, between the Company and (iii) Post-Closing ConsentsComputershare Trust Company, N.A., as Rights Agent, or any similar rights plan or agreement that may be adopted by New Holdco following the date of this Agreement.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements do notother Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not not: (a) violateupon entry of the Shareholder Approval Order, conflict with, or result in any a violation or breach of any provision of the Governing Documents organizational and governing documents of each Seller, ; (b) violateupon entry of the Shareholder Approval Order, result in a violation or breach of any provision of any Law or Governmental Order applicable to each Seller, the Business or the Purchased Assets; or (c) except as set forth in Section 4.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with or with, result in a violation or breach of, or constitute a default under, under or result in the acceleration ofof any Material Contract; except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to give notice would not have a Material Adverse Effect. Except as set forth in Section 4.3 of the Disclosure Schedules, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any of the material terms, conditions or provisions of any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person Authority is required by or with respect to be obtained by each Seller in connection with the execution, execution and delivery and performance of this Agreement or any of the other Transaction Documents and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or and thereby, except for (ix) in connection with the transfer of Existing such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have a Material Adverse Effect, and (iiy) the Required Third Party Consents Shareholder Approval Motion and (iii) Post-Closing Consentsthe Shareholder Approval Order.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements do notother Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby Transactions to which it is a party, do not and thereby will not not: (a) violate, violate or conflict with, or result in any breach of with any provision of the Governing Documents certificate of Sellerincorporation, by-laws or other governing documents of such Seller or the Company; (b) violate, violate or conflict with any provision of any statute, law, ordinance, regulation, rule, code, treaty or result in a violation other requirement of any Governmental Authority (collectively, “Law”) or breach any order, writ, judgment, injunction, decree, determination, penalty or award entered by or with any Governmental Authority (“Governmental Order”) applicable to such Seller or the Company; (c) require any consent or declaration of, notice to or constitute a default filing with any Governmental Authority other than pursuant to applicable securities laws; (d) require any consent, declaration, notice or filing under, violate or conflict with, result in the acceleration ofof or create in any Person the right to accelerate, terminate or modify any of the material termscontract, conditions lease, deed, mortgage, license, instrument, note, indenture, joint venture or provisions of any Contract other legally-binding agreement, commitment or Permit arrangement, whether written or oral (collectively, “Contracts”), to which such Seller or the Company is a party or party, by which Seller, such Seller or the Company, Company is bound or to which any material portion of their respective properties or assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, subject; or (de) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests Encumbrance (other than Permitted Encumbrances) on any properties or any assets of the Transferred AssetsCompany, give rise to any rights or liabilities under any Liens except, in any Interests or Transferred Assetsthe case of clauses (b), or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the execution(c), delivery (d) and performance of this Agreement and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or thereby(e), except for where such (i) in connection with the transfer of Existing Permitsviolation or conflict, (ii) the Required Third Party Consents and failure to obtain any consent or declaration, provide any notice or make any filing or (iii) Post-Closing Consentscreation or imposition of an Encumbrance would not individually or in the aggregate, result in a materially adverse effect on the business, results of operations, condition (financial or otherwise) or assets of the Company.

No Conflicts; Consents. Except for The execution and subject to obtaining delivery by Olin and the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3Purchaser of this Agreement, and the transfer cxxxxmmation of Existing Permits, the execution, delivery and performance by Seller of this Agreement Acquisition and the Ancillary Agreements do not, and the consummation of the other transactions contemplated hereby and thereby compliance by Olin and the Purchaser with the terms hereof and thxxxxf will not (a) violatenot, conflict with, or result in any breach or violation of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the acceleration of, creation of any Lien upon any of the material termsproperties or assets of Olin, conditions the Purchaser or provisions the Partnership under, any pxxxxsion of (a) the organizational and governance documents of Olin, the Purchaser or the Partnership, (b) any Contract or Permit Conxxxxt to which Seller Olin or the Company Purchaser is a party or by which Seller, the Company, any of xxx properties or any material portion of their respective assets are is bound, (c) violate in the Note Purchase Agreement and any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, Note Transaction Document or (d) alterany Judgment or Law applicable to Olin or the Purchaser or such Person’s properties ox xxsets, diminish or result other than, in the terminationcase of clauses (b) through (d) above, revocationany such items that, suspensionindividually or in the aggregate, cancellation, withdrawal would not and would not reasonably be expected to materially impede or loss of any delay the consummation of the Interests Acquisition and the other transactions contemplated by this Agreement or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise parties’ ability to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assetsperform their obligations hereunder. No Consent of of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by Seller or with respect to Olin or the Purchaser in connection with the executionexecutxxx, delivery and performance by Olin and the Purchaser of this Agreement or the conxxxxation of the Acquisition or the other transactions contemplated hereby, other than (i) compliance with and filings under the Exchange Act and the Ancillary Agreements rules and regulations promulgated thereunder, (ii) compliance with and filings or notices required by the rules and regulations of the New York Stock Exchange and (iii) those the failure of which to which Seller is a party be obtained or made, individually or in the aggregate, would not and would not reasonably be expected to materially impede or delay the consummation of the Acquisition and the other transactions contemplated hereby by this Agreement or thereby, except for (i) in connection with the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing Consentsparties’ ability to perform their obligations hereunder.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by each of the Seller Parties of this Agreement and the Ancillary Agreements do notTransaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not not: (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation and by-laws of any of the Seller Parties; (b) conflict with or result in a violation or breach of any provision of any Law or a violation or breach of any provision of any Governmental Order applicable to the Seller Parties, the Business or the Business Assets; (c) except as set forth in Section 3.04 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration ofof or create in any party the right to accelerate, terminate, modify or cancel any of the material terms, conditions or provisions of any Business Contract or Permit to which any of the Seller or the Company Parties is a party or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, Seller Parties or the Business is bound or to which any of the Business Assets are subject; or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon Encumbrance other than Permitted Encumbrances on the Interests Business Assets or the Shares. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any of the Seller Parties in connection with the execution and delivery of this Agreement or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the execution, delivery Transaction Documents and performance of this Agreement and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or and thereby, except for (i) in connection with the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing Consents.

No Conflicts; Consents. (a) Except for and subject to obtaining the Consents as set forth on Schedule 3.3 (Section 3.3(a) of the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing PermitsDisclosure Schedule, the execution, execution and delivery and performance by Seller of this Agreement by Seller and the Ancillary Agreements do Parent does not, and the performance by Seller and Parent of their obligations hereunder and the consummation by Seller and Parent of the transactions contemplated hereby and thereby will not (a) violatein each case, conflict withwith or without the giving of notice or lapse of time, or result in any breach both) will not, directly or indirectly, (i) violate the provisions of any provision of the Governing Charter Documents of SellerSeller or Parent, (bii) violate, conflict with or result in a violation or breach of, violate or constitute a default, an event of default underor an event creating rights of acceleration, termination, cancellation, imposition of additional obligations or loss of rights, or result in the acceleration ofrequire a consent to assignment, any of the material terms, conditions or provisions of under any Contract or Permit (A) to which Seller or the Company Parent is a party party, (B) of which Seller or Parent is a beneficiary or (C) by which Seller, the Company, Parent or any material portion of their respective assets are bound, (ciii) violate in or conflict with any material respect any applicable Law Law, Authorization or any Order binding upon or applicable to Seller, the Company, the InterestsSeller or Parent, or give any portion Governmental Entity or other Person the right to challenge any of the Transferred Assetstransactions contemplated by this Agreement or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Law, Authorization or Order, or (div) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien Liens upon the Interests or any of the Transferred Assets, give rise to any rights assets owned or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any used by Seller. Section 3.3(a) of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any Disclosure Schedule sets forth all consents, waivers, assignments and other Person is approvals and actions that are required to be obtained by Seller in connection with the execution, delivery and performance of transactions contemplated by this Agreement and the Ancillary Agreements under any Contract to which Seller is a party or the consummation of the transactions contemplated hereby or thereby(collectively, except for (i“Consents”) in connection with the transfer of Existing Permitsorder to preserve all rights of, (ii) the Required Third Party Consents and (iii) Post-Closing Consentsbenefits to, Seller thereunder.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements do notother Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not (with or without due notice or lapse of time or both): (a) violate, conflict with, or result in any a violation or breach of any provision of the Governing Documents articles of Seller, incorporation or bylaws of any Lawn and Garden Entity; (b) violate, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to any Lawn and Garden Entity, the Business or the Purchased Assets; (c) except as set forth in Section 4.04 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation, breach of, or termination (or right of termination), constitute a default under, or result in the acceleration of, any of the material terms, conditions or provisions of any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition acceleration of any Lien obligations under, modify or change the rights of any Contract or Permit applicable to any Lawn and Garden Entity, the Business or the Purchased Assets; or (d) result in, or require, the creation or imposition of, any Encumbrance (other than Permitted Encumbrances) upon or with respect to any of the Interests Purchased Assets; except in the cases of clause (c), where the violation, breach, conflict, default, acceleration or failure to give notice would not have a material and adverse effect on any Acquired Subsidiary, the Business or the Purchased Assets. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Lawn and Garden Entity in connection with the execution and delivery of this Agreement or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the execution, delivery Transaction Documents and performance of this Agreement and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or and thereby, except for (i) such filings as may be required under the HSR Act and as set forth in connection with Section 4.04 of the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing ConsentsDisclosure Schedules.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller and the Company of this Agreement and Agreement, the Ancillary Agreements do not, other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby do not and will not not: (a) violate, conflict with, or result in any a violation or breach of any provision of the Governing Organizational Documents of SellerSeller or the Company, including the certificate of formation or limited liability company agreement of each entity; (b) violateresult in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or the Company or any of their respective properties or assets; or (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with or with, result in a violation or breach of, constitute a default under or an event that, with or without notice or lapse of time or both, would constitute a default under, give rise to any right of termination, cancellation or result in the acceleration of, any of the material terms, conditions or provisions of any Contract right or Permit obligation of Seller or the Company under, or give rise to a loss of any benefit to which Seller or the Company is a party entitled under any provision of, any agreement or by which Seller, other instrument binding upon Seller or the Company, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or Encumbrance on any ACTIVE 209289734v.13 asset of the Transferred AssetsCompany, give rise to any rights except, in the case of each of clauses (b) through (d), as would not have, individually or liabilities under any Liens in any Interests the aggregate, a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or Transferred Assetsfiling with, or give notice to, any Governmental Authority is required by or with respect to any other Person any interest or right in any of the Interests Seller or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller Company in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or therebyhereby, except for (ix) in connection with such filings as may be required under the transfer HSR Act or any other competition or anti-trust related legal or regulatory requirements of Existing a foreign jurisdiction, commission or governing body and (y) any such consents, approvals, Permits, (ii) Governmental Orders, declarations, filing or notices the Required Third Party Consents and (iii) Post-Closing Consentsabsence of which would not, individually or in the aggregate, have a Material Adverse Effect.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller Holdco of this Agreement and the Ancillary Agreements do notDocuments to which it is a party, and the consummation of the transactions contemplated hereby Transactions, including the Merger, do not and thereby will not not: (ai) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or default under, any provision of the FNC Charter Documents; (ii) subject to, in the case of the Merger, obtaining the Requisite Shareholder Vote, materially conflict with or result in a material violation or breach of any Law or Governmental Order applicable to the FNC Entities; (iii) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, or loss of rights under, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration ofof or create in any party the right to accelerate, terminate, modify or cancel any of the material terms, conditions or provisions of any Material Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective Permit affecting the properties, assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion Business of the Transferred Assets, FNC Entities; or (div) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests material Encumbrance other than Permitted Encumbrances on any properties or any assets of the Transferred AssetsFNC Entities. No consent, give rise to any rights approval, Permit, Governmental Order, registration, declaration or liabilities under any Liens in any Interests or Transferred Assetsfiling with, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of notice to, any Governmental Entity Authority is necessary or any other Person is required to be made or obtained by Seller or with respect to the FNC Entities in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or Documents and the consummation of the transactions contemplated hereby or therebyTransactions, except for (i) in connection the filing of the Articles of Merger with the transfer Secretary of Existing Permits, (ii) State of Mississippi and such filings as may be required under the Required Third Party Consents HSR Act and (iii) Post-Closing Consentsthe expiration of the required waiting period thereunder.

No Conflicts; Consents. Except for (a) Neither the execution and subject delivery by Technologies of this Agreement or the Transaction Documentation to obtaining which it is a party, nor the Consents set forth consummation by Technologies of the transactions contemplated hereby or thereby will (a) conflict with or violate any provision of the Technologies Charter, as amended to date, or the Technologies Bylaws, as amended to date, (b) require on Schedule 3.3 (the “Required Third Party Consents”) part of Technologies any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Shares, which will be completed by Technologies following the Closing, and except for any Post-Closing Consents separately set forth on Schedule 3.3such permits, authorizations, consents and approvals as to which the transfer of Existing Permits, failure to obtain or make the execution, delivery same would not reasonably be expected to have a Technologies Material Adverse Effect and performance by Seller of this Agreement and the Ancillary Agreements do not, and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby and thereby will not hereby, (ac) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, constitute (with or constitute without due notice or lapse of time or both) a default under, or result in the acceleration ofof obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any of the material terms, conditions contract or provisions of any Contract or Permit instrument to which Seller or the Company Technologies is a party or by which SellerTechnologies is bound or to which any of its assets is subject, except, in the Company, or any material portion case of their respective assets are bound, the foregoing clause (c) violate in ), for any material respect any applicable Law or any Order binding upon or applicable to Sellerconflict, the Companybreach, the Interestsdefault, or any portion of the Transferred Assetsacceleration, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal modification or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise cancellation which would not reasonably be expected to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give have a Technologies Material Adverse Effect and would not reasonably be expected to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or adversely affect the consummation of the transactions contemplated hereby or therebyany notice, except for (i) in connection with consent or waiver the transfer absence of Existing Permitswhich would not have a Technologies Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby, (iid) result in the Required Third Party Consents imposition of any security interest upon any material assets of Technologies or (e) violate any federal, state, local, municipal, foreign, international, multinational, Governmental Entity or other constitution, law, statute, ordinance, principle of common law, rule, regulation, code, governmental determination, order, writ, injunction, decree, treaty, convention, governmental certification requirement or other public limitation, U.S. or non-U.S., including Tax and U.S. antitrust laws applicable to Technologies, except, in the case of the foregoing clause (iii) Post-Closing Consentse), such violation would not reasonably be expected to have a Technologies Material Adverse Effect.

No Conflicts; Consents. Except for The execution and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third delivery by such Purchaser Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller of this Agreement do not, the execution and the delivery by such Purchaser Party of each Ancillary Agreements do Agreement to which it is, or is specified to be, a party shall not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby will and compliance by such Purchaser Party with the terms hereof and thereof shall not (a) violate, conflict with, or result in any breach violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any provision obligation or to loss of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or constitute a default material benefit under, or result in the acceleration of, creation of any Lien upon any of the material termsproperties or assets of such Purchaser Party or any of its subsidiaries under, conditions or any provisions of (i) the certificate of incorporation or by-laws of such Purchaser Party or any of its subsidiaries, (ii) any Contract or Permit to which Seller such Purchaser Party or the Company any of its subsidiaries is a party or by which Seller, the Company, or any material portion of their respective properties or assets are bound, is bound or (ciii) violate in any material respect any applicable Judgment or Applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests such Purchaser Party or any of its subsidiaries or their respective properties or assets, other than, in the Transferred Assetscase of subclauses (ii) and (iii) above, give rise any such items that, individually or in the aggregate, have not had and could not reasonably be expected to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any have a Purchaser Table of the Interests or the Transferred AssetsContents Material Adverse Effect. No Consent of or registration, declaration or filing with any Governmental Government Entity or any other Person is required to be obtained or made by Seller or with respect to such Purchaser Party or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement and the or any Ancillary Agreements to which Seller is a party Agreement or the consummation of the Acquisition or the other transactions contemplated hereby or and thereby, except for other than (i) in connection compliance with and any filings required under Section 13(a) or 15(d) of the transfer of Existing PermitsExchange Act, and (ii) those that may be required solely by reason of the Required Third Party Consents participation of Seller and the Company (iiias distinguished from any other third party) Post-Closing Consentsin the Acquisition and other transactions contemplated hereby and by the Ancillary Agreements).

No Conflicts; Consents. Except for The execution and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller CBS of this Agreement and the each Ancillary Agreements do not, Agreement to which it is a party and the consummation of the CBS Contribution and the other transactions contemplated hereby and thereby will and compliance by CBS with the terms hereof and thereof do not (a) violate, conflict with, or result in any breach violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any provision obligation or to loss of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or constitute a default under, material benefit under or result in the acceleration of, creation of any Lien upon any of the material termsproperties or assets of CBS or any of its subsidiaries under, conditions any provision of (i) the certificate of incorporation or provisions by-laws of CBS or any of its subsidiaries, (ii) any Contract or Permit to which Seller CBS or the Company any of its subsidiaries is a party or by which Seller, the Company, or any material portion of their respective properties or assets are bound, is bound or (ciii) violate in any material respect any applicable Judgment or Applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests CBS or any of its subsidiaries or their respective properties or assets, other than, in the Transferred Assetscase of clauses (ii) and (iii) above, give rise any such items that, individually or in the aggregate, have not had and could not reasonably be expected to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assetshave a CBS Material Adverse Effect. No Consent of of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by Seller or with respect to CBS or any of its subsidiaries in connection with (A) the execution, delivery and performance of this Agreement and the or any Ancillary Agreements to which Seller is a party Agreement or the consummation of the CBS Contribution or the other transactions contemplated hereby and thereby or thereby, except for (i) in connection with the transfer of Existing Permits, (iiB) the Required Third Party Consents and (iii) Post-conduct by the Company of the Business following the Closing Consentsas conducted on the date hereof.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller MTE of this Agreement and the Ancillary Agreements do notDocuments to which it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, including the Merger, do not and will not not: (ai) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of MTE ("MTE Charter Documents"); (ii) subject to Section 5.02, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to MTE; (iii) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration ofof or create in any party the right to accelerate, any of the material termsterminate, conditions modify or provisions of cancel any Contract or Permit to which Seller or the Company MTE is a party or by which Seller, the Company, MTE is bound or to which any of its properties and assets are subject (including any Material Contract) or any material portion Permit affecting the properties, assets or business of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, MTE; or (div) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests Encumbrance other than Permitted Encumbrances on any properties or any assets of the Transferred AssetsMTE. No consent, give rise to any rights approval, Permit, Governmental Order, declaration or liabilities under any Liens in any Interests or Transferred Assetsfiling with, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of notice to, any Governmental Entity or any other Person Authority is required by or with respect to be obtained by Seller MTE in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or Documents and the consummation of the transactions contemplated hereby or and thereby, except for (i) in connection the filing of certain of the Ancillary Documents with the transfer Secretary of Existing Permits, (ii) State of Delaware and the Required Third Party Consents and (iii) Post-Closing ConsentsDepartment of State of the State of New York.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller Sellers and the Principals of this Agreement and the Ancillary Agreements do notother Transaction Documents to which they are parties, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not not: (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or default under, any provision of the articles of organization or operating agreement of KHM or the certificate of formation or the limited partnership agreement of Lone Star or any other organizational document of either Seller; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers or the Principals, the Business or the Purchased Assets; (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration ofof or create in any party the right to accelerate, any of the material termsterminate, conditions modify or provisions of cancel any Contract or Permit to which Seller Sellers or the Company is Principals are a party or by which SellerSellers, the Company, Principals or the Business is bound or to which any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, Purchased Assets are subject (including any Assigned Contract); or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon Encumbrance other than Permitted Encumbrances on the Interests Purchased Assets. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers or the Principals in connection with the execution and delivery of this Agreement or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the execution, delivery Transaction Documents and performance of this Agreement and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or and thereby, except for (i) in connection with such filings as may be required under the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing ConsentsHSR Act.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements do notother Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not not: (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or default under, any provision of the articles of organization, operating agreement or other organizational documents of Seller or cause the trigger of any rights of first refusal; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller, the Business or the Purchased Assets; (c) except as set forth in Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration ofof or create in any party the right to accelerate, any of the material termsterminate, conditions modify or provisions of cancel any Contract or Permit (i) to which Seller is a party, (ii) by which Seller or the Company Business is a party bound or by (iii) to which Seller, the Company, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Purchased Assets are subject (including any Assigned Contract) to the extent such Contract or Permit constitutes any of the Purchased Assets or would otherwise affect the transfer of the Purchased Assets, ; or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon Encumbrance other than Permitted Encumbrances on the Interests or any of the Transferred Purchased Assets, except in the case of clauses (c) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give rise to any rights notice or liabilities under any Liens Encumbrance would not, individually or in any Interests the aggregate, have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or Transferred Assetsfiling with, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of notice to, any Governmental Entity or any other Person Authority is required by or with respect to be obtained by Seller in connection with the execution, execution and delivery and performance of this Agreement or any of the other Transaction Documents and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or and thereby, except for (i) in connection with the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing Consents.

No Conflicts; Consents. Except for and subject to obtaining the Consents as set forth on in ---------------------- Schedule 3.3 (the “Required Third Party Consents”) and 3.03 or except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permitsas would not have a Business Material Adverse Effect, the execution, execution and delivery and performance by Seller of this Agreement do not, the execution and the delivery by Seller of each Ancillary Agreements do Agreement to which it is, or is specified to be, a party will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not (a) violate, conflict with, or result in any breach violation of or default (with or without notice or lapse of time, or both) under any provision of (i) the Governing Documents certificate of incorporation or by-laws of Seller, or (bii) violateany judgment, conflict with order or result decree ("Judgment") or statute, law (including common law) ordinance, rule or regulation ("Applicable Law") applicable to Seller or its properties or assets. Except as set forth in a violation Schedule 3.03, no consent, approval, license, permit, order or breach authorization ("Consent") of, or constitute a default underregistration, declaration or result in the acceleration offiling with, any of the material termsFederal, conditions state, local or provisions of any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, foreign government or any material portion court of their respective assets are boundcompetent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (ca "Governmental Entity") violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained or made by or with respect to Seller in connection with the execution, delivery and performance of this Agreement and the or any Ancillary Agreements to which Seller is a party Agreement or the consummation of the Acquisition or the other transactions contemplated hereby or therebyand thereby other than compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") and the Securities Exchange Act of 1934, except for as amended (ithe "Exchange Act") in connection with and other than consents the transfer lack of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing Consentswhich would not have a Business Material Adverse Effect.

No Conflicts; Consents. Except for and subject to obtaining the Consents as set forth on Schedule 3.3 (5.5 of the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3Hantro Disclosure Schedules, and the transfer none of Existing Permits, the execution, delivery and or performance by Seller of this Agreement and or the Ancillary other Hantro Stockholder Agreements do notby the Hantro Stockholders, and the consummation by the Hantro Stockholders of the transactions contemplated hereby and thereby Share Exchange or compliance by the Hantro Stockholders with any of the provisions of this Agreement or the other Hantro Stockholder Agreements will not (aA) violate, conflict with, with or result in any breach of any provision of the Governing Documents articles of Sellerincorporation, the bylaws or similar organizational documents of Hantro or of any of the Hantro Stockholders, (bB) violaterequire any filing by Hantro or by any of the Hantro Stockholders with, conflict with or permit, authorization, consent or approval of or notice to, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, or any other federal, state, local or foreign authority or forum (a “Governmental Authority”), (C) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in the acceleration of, any of the material terms, conditions or provisions of any Contract note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement, understanding or Permit other instrument or obligation to which Seller Hantro or any of the Company Hantro Stockholders is a party or by which Sellerany of them or any of their properties or assets may be bound (each, the Companya “Contract”), except for any Contracts related to Intellectual Property, or any material portion of their respective assets are bound, (cD) violate in any material respect any applicable Law order, writ, injunction, decree, consent decree, statute, rule or any Order binding upon or regulation (“Order”) applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests Hantro or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred AssetsHantro Stockholders, or give to any other Person any interest or right in any of the Interests their respective properties or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or therebyassets, except in the case of clauses (B) and (C) for (i) in connection with the transfer of Existing Permitssuch failures to obtain such permits, authorizations, consents or approvals, (ii) the Required Third Party Consents any failure to make such filings or give such notices, and (iii) Post-Closing Consentsany such breaches, defaults or violations which would not, individually or in the aggregate, reasonably be expected to have a Hantro Material Adverse Effect. A “Hantro Material Adverse Effect” means any change(s), event(s), development(s) or circumstance(s) which, individually or in the aggregate, would have a materially adverse effect, either in the short term or in the long term (other than on a temporary basis), on the business, results of operations, assets, liabilities or condition (financial or otherwise) of Hantro; provided, that any adverse effect resulting primarily from the following shall be disregarded in determining whether there has been a Hantro Material Adverse Effect: (A) changes in the Finnish or world economy generally which do not disproportionately affect Hantro in any material respect, (B) changes in the industries in which Hantro operates which do not disproportionately affect Hantro in any material respect, (C) conditions, events, or circumstances resulting from or arising out of the public announcement of the execution of this Agreement or the transactions contemplated hereby, (D) conditions, events, or circumstances resulting from or arising primarily out of any actions taken by the Company or (E) any conditions, events, or circumstances caused by the taking of any action by Hantro or the Hantro Stockholders that has been approved in writing by the Company.

No Conflicts; Consents. Except for (a) Neither the execution and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) delivery by KPL and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller CBI of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby will not (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or constitute a default under, or result in the acceleration of, any of the material terms, conditions or provisions of any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or related documents nor the consummation of the transactions contemplated hereby or thereby, except for nor compliance by KPL and CBI with any of the provisions hereof or thereof, will, assuming that the CBI Regulatory Approvals and the CBI Shareholder Approval are duly obtained, (i) violate, conflict with, or result in connection a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the transfer termination of, or result in the loss of Existing Permitsany 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 Encumbrance upon any of the material properties or assets of KPL, CBI or any of CBI’s Subsidiaries under any of the terms, conditions or provisions of (1) the Organizational Documents of KPL, CBI or any of CBI’s Subsidiaries or (2) except as set forth in Section 3.4(a) of the CBI Disclosure Schedules, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which KPL, CBI or any of CBI’s Subsidiaries is a party or by which it may be bound, or to which KPL, CBI or any of CBI’s Subsidiaries or any of the properties or assets of KPL, CBI or any of CBI’s Subsidiaries may be subject, or (ii) violate any law, statute, code, ordinance, rule, regulation, permit, concession, grant, franchise or any judgment, ruling, order, writ, injunction or decree applicable to KPL, CBI or any of CBI’s Subsidiaries or any of their respective properties or assets, except, with respect to clause (ii), for such violations, conflicts, breaches or defaults which either individually or in the Required Third Party Consents and (iii) Post-Closing Consentsaggregate would not have or be reasonably likely to have a Material Adverse Effect on KPL, CBI or any of CBI’s Subsidiaries.

No Conflicts; Consents. Except for and subject to obtaining the Consents as set forth on Schedule 3.3 (in Section 4.05 of the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing PermitsDisclosure Schedules, the execution, delivery and performance by Seller the Companies of this Agreement and the Ancillary Agreements do notother Transaction Documents to which they are parties, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not not: (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of the Companies; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Companies; (c) except as set forth in Section 4.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration ofof or create in any party the right to accelerate, terminate, modify or cancel any of the material terms, conditions or provisions of any Material Contract or Permit to which Seller or the Company is Companies are a party or by which Seller, the Company, Companies are bound or to which any material portion of their respective properties and assets are bound, (c) violate in any material respect any applicable Law subject or any Order binding upon Permit affecting the properties, assets or applicable to Seller, the Company, the Interests, or any portion business of the Transferred Assets, Companies; or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests Encumbrance other than Permitted Encumbrances on any properties or any assets of the Transferred AssetsCompanies except for any such violations, give rise conflicts, challenges, remedies, relief, revocations, modifications or Encumbrances that would not in the aggregate be material to any rights the Companies taken as a whole. No consent, approval, Permit, Governmental Order, declaration or liabilities under any Liens in any Interests or Transferred Assetsfiling with, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of notice to, any Governmental Entity or any other Person Authority is required by or with respect to be obtained by Seller the Companies in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or other Transaction Documents and the consummation of the transactions contemplated hereby or and thereby, except for (i) in connection with the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing Consents.

No Conflicts; Consents. Except for and subject to obtaining the Consents as set forth on Schedule 3.3 (in Section 4.05 of ------------ the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing PermitsCompany Disclosure Letter, the execution, execution and delivery and performance by Seller the Company of this each Transaction Agreement and the Ancillary Agreements to which it is a party do not, and the consummation of the transactions contemplated hereby Offer, the Merger and thereby the other Transactions and compliance with the terms hereof and thereof will not (a) violatenot, conflict with, or result in any breach violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any provision obligation or to a loss of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach ofmaterial benefit under, or constitute a default to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the acceleration of, creation of any Lien (other than Permitted Liens) upon any of the material termsproperties or assets of the Company or any Company Subsidiary under, conditions any provision of (i) the Company Charter, the Company By-laws or provisions the comparable charter or organizational documents of any Company Subsidiary, (ii) any Contract or Permit to which Seller or the Company or any Company Subsidiary is a party or by which Seller, the Company, or any material portion of their respective properties or assets are boundis bound or (iii) subject to the filings and other matters referred to in the following sentence, (c) violate in any material respect provision of any Order or Applicable Law applicable Law to the Company or any Order binding upon Company Subsidiary or applicable to Sellertheir respective properties or assets, other than, in the Company, the Interests, or any portion cases of the Transferred Assets, clause (ii) or (diii) alterabove, diminish ----------- ----- any such items that, individually or result in the terminationaggregate, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise have not had and could not reasonably be expected to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assetshave a Company Material Adverse Effect. No Consent of of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by Seller or with respect to the Company or any Company Subsidiary in connection with the execution, delivery and performance of this any Transaction Agreement and the Ancillary Agreements to which Seller it is a party or the consummation of the transactions contemplated hereby or therebyTransactions, except for other than (iA) compliance with and filings under the HSR Act, (B) the filing with the SEC of (1) the Schedule 14D-9, (2) a Proxy Statement, if such approval is required by Applicable Law, and (3) such reports under Section 13 of the Exchange Act as may be required in connection with this Agreement and the other Transaction Agreements, the Offer, the Merger and the other Transactions, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (D) such filings as may be required in connection with the transfer of Existing PermitsTaxes described in Section 7.08, (ii) the Required Third Party Consents and (iiiE) Post-Closing Consents.such other items as are set forth in Section ------------ ------- 4.05 of the Company Disclosure Letter. ----

No Conflicts; Consents. Except for Neither the execution and subject to obtaining delivery by the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller Company of this Agreement or the Transaction Documentation to which it is a party, nor the consummation by the Company of the transactions contemplated hereby or thereby will (a) conflict with or violate any provision of the Company Constituent Instruments, as amended to date, (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except for such permits, authorizations, consents and approvals as to which the Ancillary Agreements do not, failure to obtain or make the same would not reasonably be expected to have an Company Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby and thereby will not hereby, (ac) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, constitute (with or constitute without due notice or lapse of time or both) a default under, or result in the acceleration ofof obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any of the material terms, conditions contract or provisions of any Contract or Permit instrument to which Seller or the Company is a party or by which Sellerthe Company is bound or to which any of its assets is subject, except, in the Company, or any material portion case of their respective assets are bound, the foregoing clause (c) violate in ), for any material respect any applicable Law or any Order binding upon or applicable to Sellerconflict, the Companybreach, the Interestsdefault, or any portion of the Transferred Assetsacceleration, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal modification or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise cancellation which would not reasonably be expected to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give have a Company Material Adverse Effect and would not reasonably be expected to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or adversely affect the consummation of the transactions contemplated hereby or therebyany notice, except for (i) in connection with consent or waiver the transfer absence of Existing Permitswhich would not have a Company Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby, (iid) result in the Required Third Party Consents imposition of any security interest upon any material assets of the Company or (e) violate any federal, state, local, municipal, foreign, international, multinational, Governmental Entity or other constitution, law, statute, ordinance, principle of common law, rule, regulation, code, governmental determination, order, writ, injunction, decree, treaty, convention, governmental certification requirement or other public limitation, U.S. or non-U.S., including Tax and U.S. antitrust laws applicable to the Company, except, in the case of the foregoing clause (iii) Post-Closing Consentse), such violation would not reasonably be expected to have a Company Material Adverse Effect.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby will not (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or constitute a default under, or result in the acceleration of, any of the material terms, conditions or provisions of any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the The execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby or therebyand thereby (including, except without limitation, the issuance of the Units and the issuance and reservation for issuance of the Additional Preferred Stock, the Additional Warrants, the Conversion Shares and the Warrant Shares) will not (i) result in a violation of the Certificate of Incorporation or Bylaws, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment (including, without limitation, the triggering of any anti-dilution or similar provisions), acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws, rules and regulations and rules and regulations of any self-regulatory organizations to which either the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except, with respect to clauses (ii) and (iii), for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations that would not, individually or in the aggregate, have a Material Adverse Effect). Except (w) as may be required under the Securities Act in connection with the transfer performance of Existing Permitsthe Company's obligations under the Registration Rights Agreement, (iix) for the Required Third Party Consents and filing of a Form D with the SEC, (iiiy) Postas may be required for compliance with applicable state securities or "blue sky" laws, or (z) as otherwise set forth in Section 3(e) of the Disclosure Schedule, the Company is not required to obtain any consent, approval, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-Closing Consentsregulatory agency or other third party (including, without limitation, pursuant to any Material Contract (as defined in Section 3(g) below)) in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the other Transaction Documents.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by RM2 and each Seller of this Agreement and the Ancillary Agreements do notDocuments to which it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not not: (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or default under, any provision of the memorandum and articles, certificate of incorporation, by-laws or any other organizational documents of RM2 or such Seller, as the case may be; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to RM2 or such Seller, as the case may be; (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration ofof or create in any party the right to accelerate, any of the material termsterminate, conditions modify or provisions of cancel any Contract or Permit to which Seller RM2 or such Seller, as the Company case may be, is a party or by which RM2 or such Seller, as the Companycase may be, is bound or to which any material portion of their respective properties and assets are bound, subject (cincluding any Material Contract) violate in any material respect any applicable Law or any Order binding upon Permit affecting the properties, assets or applicable to business of RM2 or such Seller, as the Company, the Interests, or any portion of the Transferred Assets, case may be; or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon Encumbrance other than Permitted Encumbrances on any properties or assets of RM2 or such Seller, as the Interests case may be. No consent, approval, Permit, Governmental Order, declaration or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assetsfiling with, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of notice to, any Governmental Entity or any other Person Authority is required by or with respect to be obtained by Seller RM2 or such Seller, as the case may be, in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or Documents and the consummation of the transactions contemplated hereby or and thereby, except for (i) in connection with the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing Consents.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller the Company of this Agreement and the Ancillary Agreements do notDocuments to which it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, including the Merger, do not and will not not: (ai) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or default under, any provision of the Company Charter Documents; (ii) subject to, in the case of the Merger, obtaining the Requisite Stockholder Approval, conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Company; (iii) except as set forth in Section 3.03 of the Company Disclosure Schedules, require any consent under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration ofof or create in any party the right to accelerate, any of the material terms, conditions or provisions of any Contract or Permit to which Seller or the Company is a party or by which Seller, the Companyterminate, or cancel any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred AssetsMaterial Contract, or (div) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests Encumbrance other than Permitted Encumbrances on any properties or any assets of the Transferred AssetsCompany, give rise other than, in the case of clauses (ii) and (iii), any such conflict, violation, breach, default, acceleration, termination, modification or cancellation that, would not, individually or in the aggregate, reasonably be expected to any rights be material to the Company. No consent, approval, Permit, Governmental Order, declaration or liabilities under any Liens in any Interests or Transferred Assetsfiling with, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of notice to, any Governmental Entity or any other Person Authority is required by or with respect to be obtained by Seller the Company in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or Documents and the consummation of the transactions contemplated hereby or and thereby, except for (i) in connection the filing of the Certificate of Merger with the transfer Secretary of Existing State of the State of Delaware and such other consents, approvals, Permits, (ii) Governmental Orders, declaration, filings or notices, the Required Third Party Consents and (iii) Post-Closing Consentsfailure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to be material to the Company.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller Buyer of this Agreement and the Ancillary Agreements do notTransaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not not: (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or default under, any provision of the Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws or other organizational documents of the Company; (b) conflict with or result in a violation or breach of DocuSign Envelope ID: CFBA8D24-F12B-443B-B8FA-654ECDD528F0 any provision of any Law or Governmental Order applicable to the Company, in each case, except where such conflict, violation or default would not, individually or in the aggregate, be material to the Company; (c) require the consent or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration ofof or create in any party the right to accelerate, any of the material termsterminate, conditions modify or provisions of cancel any Contract or Permit material to the BFI Business to which Seller or the Company Buyer is a party or any Permit required by which Sellerthe BFI Companies to conduct the BFI Business as currently conducted, except as would not, reasonably be expected to have, individually or in the aggregate, a material effect on the Company, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable ’s ability to Seller, consummate the Company, the Interests, or any portion of the Transferred Assets, transactions contemplated hereby; or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests Encumbrance other than Permitted Encumbrances on any properties or any assets of the Transferred AssetsCompany, give rise to except, in the case of each of clauses (b), (c), and (d), for any rights conflicts, violations, breaches, defaults, accelerations, cancellations, termination or liabilities under any Liens in any Interests or Transferred AssetsEncumbrances that, or give where the failure to obtain any other Person any interest consents or right notices, in any of each case, would not reasonably be expected to have, individually or in the Interests or aggregate, a material effect on the Transferred Assets. No Consent of any Governmental Entity or any other Person is required Company’s ability to be obtained by Seller in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or the consummation of consummate the transactions contemplated hereby or thereby, except for (i) in connection with the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing Consentshereby.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements do notother Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not not: (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or default under, any provision of the limited partnership agreement or other organizational documents of Seller; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller, the Business or the Purchased Assets; (c) except as set forth in Section 4.03(c) of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration ofof or create in any party the right to accelerate, any of the material termsterminate, conditions modify or provisions of cancel any Contract or Permit to which Seller or the Company is a party or by which Seller, Seller or the Company, Business is bound or to which any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, Purchased Assets are subject (including any Assigned Contract); or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon Encumbrance other than Permitted Encumbrances on the Interests or any of the Transferred Purchased Assets, except in the case of clauses (b), (c) and (d) where such conflict, violation, breach, failure to obtain consent, give rise notice or take action, default, acceleration, termination, modification, cancelation, creation or imposition would not, individually or in the aggregate, (i) have a material adverse effect on the ability of Seller to consummate the transactions contemplated hereby, (ii) subject Seller or the Business to any rights material Liability, or liabilities under any Liens (iii) adversely affect in any Interests material respect Buyer’s ability to conduct the Business after the Closing as presently conducted. No consent, approval, Permit, Governmental Order, declaration or Transferred Assetsfiling with, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of notice to, any Governmental Entity or any other Person Authority is required by or with respect to be obtained by Seller in connection with the execution, execution and delivery and performance of this Agreement or any of the other Transaction Documents and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or and thereby, except for where the failure to obtain, have or make would not (ix) in connection with have a material adverse effect on the transfer ability of Existing PermitsSeller to consummate the transactions contemplated hereby, (iiy) subject Seller or the Required Third Party Consents and Business to any material liability or (iiiz) Post-adversely affect in any material respect Buyer’s ability to conduct the Business after the Closing Consentsas presently conducted.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller each of Parent and Buyer of this Agreement and the Ancillary Agreements do notAgreement, and the consummation of the transactions contemplated hereby hereby, do not and thereby will not not: (a) violate, conflict with, or result in any a violation or breach of any provision of the Governing Documents certificate of Seller, incorporation or by-laws of either Parent or Buyer; (b) violateresult in a violation or breach of any provision of any Law or Governmental Order applicable to either Parent or Buyer; or (c) require the consent, notice or other action by any Person under, conflict with or with, result in a violation or breach of, or constitute a default under, under or result in the acceleration ofof any agreement to which Parent or Buyer is a party, except in the case of clause (c), where the violation, breach, conflict, default, acceleration or failure to give notice would not have a material adverse effect on Parent’s or Buyer’s ability to consummate the transactions contemplated hereby. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any of the material terms, conditions or provisions of any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person Authority is required by or with respect to be obtained by Seller either Parent or Buyer in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or therebyhereby, except for (i) in connection the Current Report on Form 8-K to be filed with the transfer of Existing PermitsSEC regarding the transactions contemplated hereby, (ii) application by Parent to the Required Third Party Consents NYSE for the listing of the AgEagle Stock for trading thereon in the time and manner required thereby, and (iii) Post-Closing Consentssuch consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a material adverse effect on Parent’s or Buyer’s ability to consummate the transactions contemplated hereby.

No Conflicts; Consents. Except for The execution and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, delivery by each of Seller and the transfer of Existing Permits, the execution, delivery and performance by Seller Company of this Agreement and each Ancillary Agreement to which Seller or the Ancillary Agreements Company is or is specified to be a party do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not (a) violatenot, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach ofof or default (with or without notice or lapse of time, or constitute both) under, or give rise to a default right of termination, cancelation or acceleration of any obligation or to loss of a benefit under, or result in the acceleration ofcreation of any lien, claim, encumbrance, security interest, option, charge or restriction of any kind (collectively, "Liens"), upon any of the material termsproperties or assets of the Company under, conditions any provision of (i) the Certificate of Incorporation or provisions By-laws of Seller or the Articles of Incorporation or By-laws of the Company, (ii) except as set forth in Schedule 4(b), any Contract note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or Permit arrangement to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective properties or assets are boundbound or (iii) any judgment, (c) violate in any material respect any applicable Law order, decree, statute, law, ordinance, rule or any Order binding upon or regulation applicable to SellerSeller or the Company or their respective properties or assets, other than, in the Companycase of clauses (ii) and (iii) above, any such items that, individually or in the Interestsaggregate, could not reasonably be expected to have a material adverse effect on the business, assets, financial condition or results of operations of the Company or on the ability of Seller or the Company to consummate the transactions contemplated hereby and by the Ancillary Agreements (a "Seller Material Adverse Effect"). No consent, approval, license, permit, order or authorization of, or any portion of the Transferred Assetsregistration, declaration or (d) alterfiling with, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained or made by or with respect to Seller or the Company in connection with the execution, delivery and performance of this Agreement and the or any Ancillary Agreements to which Seller is a party Agreement or the consummation of the transactions contemplated hereby or thereby, except for other than (iA) in connection compliance with and filings under the HSR Act, (B) compliance with and filings under Sections 13(a), 13(d) and 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), (C) compliance with and filings and notifications under applicable environmental laws, including with respect to the termination and reissuance or the transfer of Existing Permitsenvironmental permits, licenses and authorizations, (iiD) the Required Third Party Consents registration of the Valero Shares or, subject to Section 13(b), shares of Buyer Common Stock (as defined in Section 13(b)) under the Securities Act of 1933 (the "Securities Act") and any state "Blue Sky" laws pursuant to the Stockholder Agreements and (iiiE) Post-Closing Consentsthose that may be required solely by reason of Buyer's or Valero's (as opposed to any other third party's) participation in the transactions contemplated hereby or by any Ancillary Agreement. Each of the environmental compliance matters, filings and notifications referred to in clause (C) of the immediately preceding sentence is identified in Schedule 4(b), other than such matters, filings and notifications that could not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby will not (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or constitute a default under, or result in the acceleration of, any of the material terms, conditions or provisions of any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the The execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby or therebyand thereby (including, except without limitation, the issuance of the Series B Notes and Series B Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares) will not (i) result in a violation of the Certificate of Incorporation or Bylaws; (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment (including, without limitation, the triggering of any anti-dilution provisions), acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party; or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws, rules and regulations and rules and regulations of any self-regulatory organizations to which either the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except, with respect to clauses (ii) and (iii), for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations that would not, individually or in the aggregate, have a Material Adverse Effect). Except (w) as may be required under the Securities Act in connection with the transfer performance of Existing Permitsthe Company’s obligations under the Registration Rights Agreement, (iix) for the Required Third Party Consents and filing of a Form D with the SEC, (iiiy) Postas may be required for compliance with applicable state securities or “blue sky” laws, or (z) as otherwise set forth in Section 3(e) of the Disclosure Schedule, the Company is not required to obtain any consent, approval, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-Closing Consentsregulatory agency or other third party (including, without limitation, pursuant to any Material Contract (as defined in Section 3(g) below)) in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the other Transaction Documents.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller the FDC Parties of this Agreement and the Ancillary other Transaction Agreements do notto which they are or will be a party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not not, after the giving of notice, or lapse of time or both, or otherwise: (a) violateviolate or conflict with the organizational documents of the FDC Parties; (b) violate or conflict in any material respect with any Law or order of any Governmental Authority applicable to the FDC Parties, the FundsXpress Contributed Assets or the FundsXpress Business; (c) except as set forth on Section 4.3 of the FDC Parties Disclosure Schedules, in any material respect, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a without notice or lapse of time or both) any violation or breach of, or constitute a default under, or result in the give rise to a right of termination, acceleration of, any of the material terms, conditions or provisions modification of any Contract obligation or Permit to which Seller or the Company is a party or by which Seller, the Company, or loss of any material portion of their respective assets are bound, (c) violate in benefit under any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, FundsXpress Material Contract; or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or Encumbrance other than Permitted Encumbrances on any of the Transferred FundsXpress Contributed Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any . Except as set forth on Section 4.3 of the Interests FDC Parties Disclosure Schedules, no consent, approval, waiver or the Transferred Assets. No Consent of any Governmental Entity or any other Person authorization is required to be obtained by Seller the FDC Parties from any Person in connection with the execution, delivery and performance by the FDC Parties of this Agreement and the Ancillary other Transaction Agreements to which Seller is they are or will be a party or the consummation of the transactions contemplated hereby or thereby, except for (i) such consents, approvals, waivers or authorizations which would not, individually or in connection with the transfer of Existing Permitsaggregate, (ii) the Required Third Party Consents and (iii) Post-Closing Consentshave an FDC Parties Material Adverse Effect.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby will not (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or constitute a default under, or result in the acceleration of, any of the material terms, conditions or provisions of any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the The execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby or therebyand thereby (including, except without limitation, the issuance of the Preferred Stock and the issuance and reservation for issuance of the Conversion Shares) will not (i) result in a violation of the Articles of Incorporation or Bylaws, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment (including, without limitation, the triggering of any anti-dilution provisions), acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws, rules and regulations and rules and regulations of any self-regulatory organizations to which either the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except, with respect to clauses (ii) and (iii), for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations that would not, individually or in the aggregate, have a Material Adverse Effect). Except (w) as may be required under the Securities Act in connection with the transfer performance of Existing Permitsthe Company’s obligations under the Registration Rights Agreement, (iix) for the Required Third Party Consents and filing of a Form D with the SEC, or (iiiy) Postas may be required for compliance with applicable state securities or “blue sky” laws, the Company is not required to obtain any consent, approval, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-Closing Consentsregulatory agency or other third party (including, without limitation, pursuant to any Material Contract (as defined in Section 6(g) below)) in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the other Transaction Documents, other than the approval of its shareholders for the authorization of the Preferred Stock.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements do notother Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not not: (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Seller; (b) conflict with or result in a violation or breach of any provision of any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (c) conflict with or result in a violation or breach of any provision of any Governmental Order applicable to Seller, the Business or the Purchased Assets; (d) except as set forth on Schedule 4.03, or as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration ofof or create in any party the right to accelerate, terminate, modify or cancel any of the material terms, conditions or provisions of any Assigned Contract or Transferred Permit to which Seller or the Company is a party or by which Seller, Seller or the Company, Business is bound or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of which any of the Interests Purchased Assets are subject; or the Transferred Assets(e) except as set forth on Schedule 4.03, result in the creation or imposition of any Lien upon Encumbrance other than Permitted Encumbrances on the Interests Purchased Assets. Except as set forth on Schedule 4.03, no consent, approval, Permit, Governmental Order, declaration or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assetsfiling with, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of notice to, any Governmental Entity Authority (except any conveyance documents or any other Person is instruments which are required to be obtained filed or recorded with a Governmental Authority to transfer title of any Purchased Assets to Buyer, or provide constructive, record notice of Buyer’s right, title and interest in and to such Purchased Assets) is required by or with respect to Seller in connection with the execution, execution and delivery and performance of this Agreement or any of the other Transaction Documents and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or and thereby, except for (i) in connection with the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing Consents.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller Buyer of this Agreement and the Ancillary Agreements do notother Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not not: (a) violate, conflict with, or result in any a violation or breach of any provision of the Governing Organizational Documents of Seller, Buyer; (b) violateresult in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with or with, result in a violation or breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would become a breach or default) under, result in the acceleration under, result in the payment of any additional fee, penalty, consent fee or other amount, result in the loss of a material benefit or rights under, or result in the acceleration ofcreation of ay Encumbrance upon or forfeiture of any rights, any of the material terms, conditions properties or provisions assets of any Contract or Permit to which Seller or the Company Buyer is a party party, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration, payment, loss of benefit or by which Sellerright, Encumbrance or failure to give notice would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the Companytransactions contemplated hereby. No consent, approval, Permit, Governmental Order, declaration or filing with, or any material portion of their respective assets are boundnotice to, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person Authority is required by or with respect to be obtained by Seller Buyer in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or other Transaction Documents and the consummation of the transactions contemplated hereby or and thereby, except for (i) in connection with such filings as may be required under the transfer of Existing HSR Act and such consents, approvals, Permits, (ii) Governmental Orders, declarations, filings or notices which would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the Required Third Party Consents and (iii) Post-Closing Consents.transactions contemplated hereby. Section 4.03

No Conflicts; Consents. Except for (a) The execution, delivery and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) performance by MMAC, MEC and except for any Post-Closing Consents separately set forth on Schedule 3.3, Seller of this Agreement and the transfer of Existing Permits, the execution, delivery and performance by Seller them, the Company and any Company Subsidiary of this Agreement and each of the Ancillary Agreements do notother Transaction Documents to which they (individually or collectively) are or will be a party, and the consummation by each of them of the transactions contemplated hereby and thereby will not (a) violate, conflict with, or result in including any breach of any provision assignment of the Governing Documents of SellerMGM Agreements to Buyer), do not and will not: (bi) violate, conflict with or result in a violation or breach (or an event which, with the giving of notice or the passage of time, or both, would constitute a breach) of, require any consent, authorization, approval or exemption by, any Person under, or give to others any rights of termination or amendment under, any provision of the Organizational Documents of MMAC, MEC, Seller, the Company or any Subsidiary of MMAC (including the Company Subsidiaries); (ii) conflict with or result in a violation or breach of any provision of any Law or Governmental Order binding upon or applicable to MMAC, MEC, Seller, the Company or any Subsidiary of MMAC (including the Company Subsidiaries) or any of their respective assets (including the Transferred Assets and/or the Retained Business); (iii) result in the creation or imposition of any Encumbrance upon any of the property or assets of any of MMAC, MEC, Seller, the Company or any Subsidiary of MMAC (including the Company Subsidiaries); or (iv) except as set forth in Section 3.05(a)(iv) of the Disclosure Schedules and for any consent, notice or other action obtained prior to the date hereof, require the consent, the giving of notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under(or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under or result in the acceleration of, any of the material terms, conditions or provisions of any Contract or Permit to which Seller or MMAC, MEC, Seller, the Company or any Subsidiary of MMAC (including the Company Subsidiaries) is a party or by which Seller, the Company, or any material portion of their respective properties or assets are bound; except, in the case of clauses (i) (but only with respect to Project Partnerships and Other Entities), (cii), (iii) violate in any and (iv) above, as would not be material respect any applicable Law or any Order binding upon or applicable to Seller(x) the Company and the Company Subsidiaries, taken as a whole, the CompanyCompany Business, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation Assets or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the execution, delivery and performance of this Agreement (y) MMAC and the Ancillary Agreements to which Seller is MMAC Subsidiaries, taken as a party or whole (including the consummation of the transactions contemplated hereby or thereby, except for (i) in connection with the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing ConsentsRetained Business).

No Conflicts; Consents. Except for and subject to obtaining the Consents as set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits4.3, the execution, delivery delivery, and performance by the Seller of this Agreement and the Ancillary Agreements do notother Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not not: (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or default under, any provision of the operating agreement, the articles of organization or other organizational documents of the Seller; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Seller, the Business, or the Acquired Assets; (c) require the consent, notice, or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration of, or create in any of party the material termsright to accelerate, conditions terminate, modify, or provisions of cancel any Contract or Permit to which the Seller or the Company is a party or by which Seller, such party or the Company, Business is bound or to which any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, Acquired Assets are subject (including any Assigned Contract); or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon Encumbrance other than Permitted Encumbrances on the Interests Acquired Assets; except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or any of the Transferred Assetsfailure to give notice would not have a Material Adverse Effect. No consent, give rise to any rights approval, Permit, Governmental Order, declaration or liabilities under any Liens in any Interests or Transferred Assetsfiling with, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of notice to, any Governmental Entity or any other Person Authority is required by or with respect to be obtained by the Seller in connection with the execution, execution and delivery and performance of this Agreement or any of the other Transaction Documents and the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby or and thereby, except for (i) in connection with the transfer of Existing such consents, approvals, Permits, (ii) Governmental Orders, declarations, filings, or notices which, in the Required Third Party Consents and (iii) Post-Closing Consentsaggregate, would not have a Material Adverse Effect.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller Sellers of this Agreement and the Ancillary Agreements do notDocuments to which they are party, and the consummation of the transactions contemplated hereby and thereby thereby, do not and will not not: (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or default under, any provision of the articles of incorporation, articles of organization, by-laws, operating agreement or other organizational documents of Sellers; (b) conflict with or result in a material violation or material breach of any provision of any Law or Governmental Order applicable to Sellers, the Businesses or the Purchased Assets; (c) except as set forth in Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or result in the acceleration ofof or create in any party the right to accelerate, any of the material termsterminate, conditions modify or provisions of cancel any Contract or Permit to which Seller or the Company is a Sellers are party or by which Seller, Sellers or the Company, Businesses are bound or to which any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred AssetsPurchased Assets are subject (including any Assigned Contract), except as would not be reasonably expected to have a Material Adverse Effect; or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon Encumbrance other than Permitted Encumbrances on the Interests or any Purchased Assets. Except as set forth on Section 4.03 of the Transferred AssetsDisclosure Schedule, give rise to any rights no consent, approval, Permit, Governmental Order, declaration or liabilities under any Liens in any Interests or Transferred Assetsfiling with, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of notice to, any Governmental Entity or any other Person Authority is required to be obtained by Seller Sellers in connection with the execution, execution and delivery and performance of this Agreement or any of the Ancillary Documents to which Sellers are party and the Ancillary Agreements to which Seller is a party or the consummation by Sellers of the transactions contemplated hereby or and thereby, except for (i) in connection with the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing Consents.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby will not (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or constitute a default under, or result in the acceleration of, any of the material terms, conditions or provisions of any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the The execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby or therebyand thereby (including, except without limitation, the issuance of the Securities and the issuance and reservation for issuance of the Underlying Common Shares) will not (i) result in a violation of the Certificate of Incorporation or Bylaws, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment (including, without limitation, the triggering of any anti-dilution provisions), acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) assuming the receipt of the Nasdaq Listing Department's approval of the Company's Supplemental Listing Application with respect to the Securities (other than the Note), subject to stockholder approval (to the extent stockholder approval is contemplated herein), result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws, rules and regulations and rules and regulations of any self-regulatory organizations to which either the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except, with respect to clauses (ii) and (iii), for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations that would not, individually or in the aggregate, have a Material Adverse Effect). Except (v) for Listing Department approval of the Supplemental Listing Application, (w) as may be required under the Securities Act in connection with the transfer performance of Existing Permitsthe Company's obligations under the Registration Rights Agreement, (iix) for the Required Third Party Consents filing of a Form D with the SEC, (y) as may be required for compliance with applicable state securities or "blue sky" laws, or (z) as otherwise set forth in Section 3(e) of the Disclosure Schedule, the Company is not required to obtain any consent, approval, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency or other third party (including, without limitation, pursuant to any Material Contract (as defined in Section 3(g) below)) in order for it to execute and (iii) Post-Closing Consentsdeliver this Agreement or any of the other Transaction Documents or perform any of its obligations hereunder or thereunder.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”i) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, Neither the execution, delivery and or performance by Seller of this Agreement and the Ancillary Agreements do not, and Transaction Documents nor the consummation of any of the transactions contemplated hereby and thereby Transactions will not (a) conflict with, violate, conflict withconstitute a breach of or a default (with the passage of time or otherwise) under, or give to others any rights of termination, amendment, acceleration or cancellation of, require the consent of any Person (other than consents already obtained and in full force and effect) under or result in the imposition of any lien (statutory or other), pledge, mortgage, deed of trust, lease, easement, restriction, covenant, charge, security interest or other encumbrance of any kind or nature, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, and any lease in the nature thereof, any option or other agreement to sell, and any filing of, or agreement to give, any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction (other than cautionary filings in respect of operating leases) (collectively, “Liens”) on any assets of the Company (other than Liens granted pursuant to or permitted by the Transaction Documents), or result in any breach an acceleration of any provision indebtedness under or pursuant to (A) the certificate of incorporation, bylaws or other organizational documents of the Governing Documents of SellerCompany (the “Charter Documents”), (bB) violateany Applicable Agreement, conflict with except for such violations, breaches or result in a violation defaults, as could not, individually or breach of, or constitute a default under, or result in the acceleration ofaggregate, any of the material terms, conditions or provisions of any Contract or Permit reasonably be expected to which Seller or the Company is have a party or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred AssetsMaterial Adverse Effect, or (dC) alterany Applicable Law (including, diminish without limitation, Regulation T, U or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any X of the Interests or the Transferred Assets, result in the creation or imposition Board of any Lien upon the Interests or any Governors of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred AssetsFederal Reserve System). No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is a party or the After consummation of the transactions contemplated hereby Offering and the Transactions, no Default or thereby, except for (i) in connection with Event of Default under the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing ConsentsIndenture will exist.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby will not (a) violate, conflict withAssuming all Governmental Filings and waiting periods described in Section 4.04(b) and Section 5.03(b) have been obtained or made, or result in any breach of any provision of the Governing Documents of Sellerhave expired, (b) violate, conflict with or result in a violation or breach of, or constitute a default under, or result in the acceleration of, any of the material terms, conditions or provisions of any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the execution, delivery and performance of this Agreement and the Ancillary Transaction Agreements by Parent, R1 and Merger Sub and the consummation by Parent, R1 and Merger Sub of the transactions contemplated hereby and thereby, including the Financing, will not (a) violate any applicable Law to which Seller Parent, R1 or Merger Sub is subject, (b) conflict with, result in a violation or breach of, constitute a default under, result in the acceleration, termination or cancellation of, create in any party the right to accelerate, terminate, modify or cancel, require any notice, consent or payment under any Contract to which Parent, R1, Merger Sub or any of their Subsidiaries is a party or by which any of their respective properties, rights or assets is bound or (c) violate or require any notice, consent or prepayment under the consummation certificate of incorporation, bylaws, stockholders agreement or comparable governing documents, each as amended, of Parent, R1 or Merger Sub, other than any such violations, conflicts, breaches, defaults, accelerations, terminations, cancellations or rights that would not reasonably be expected to materially impair or delay Parent’s, R1’s or Merger Sub’s ability to perform its respective obligations under this Agreement and the other Transaction Agreements or consummate the transactions contemplated hereby or thereby, except for (i) in connection with the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing Consents.

No Conflicts; Consents. Except for The execution and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller of this Agreement and by the Ancillary Agreements do not, Company and the consummation by the Company of the transactions contemplated hereby and thereby Merger will not not: (aa)(i) violate, cause a violation of any of the provisions of the Company Certificate of Incorporation or the Company Bylaws or (ii) cause a violation of any of the provisions of the Organizational Documents of any Company Subsidiary; (b) cause a violation of any Law applicable to the business of the Company or any Company Subsidiary; (c) violate or conflict with, or result in any a breach of any provision of the Governing Documents of Sellerof, (b) violateor require any consent, conflict waiver or approval with respect to, or result in a violation default (or breach ofan event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) or give rise to any right of termination, cancellation, modification or acceleration under, any Material Contract; or (d) result in the acceleration of, creation of any Lien upon any of the material termsproperties, conditions rights or provisions assets of any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, or any material portion other than Permitted Liens, except in the case of their respective assets are boundclauses (a)(ii), (b), (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or and (d) alter), diminish or result in the for any such violation, conflict, breach, consent, waiver, approval, default, right, termination, revocation, suspension, cancellation, withdrawal modification, acceleration or loss of any of the Interests Lien that has not had, and would not reasonably be expected to have, individually or the Transferred Assets, result in the creation aggregate, a Company Material Adverse Effect. Except as may be required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the DGCL, the listing requirements of The NASDAQ Stock Market LLC (“NASDAQ”), the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or imposition of any Lien upon other applicable Antitrust Laws, and the Interests or any of CFIUS Clearance, the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person Company is not required to be obtained by Seller make any filing with or to obtain any consent from any Person in connection with the execution, execution and delivery and performance of this Agreement and by the Ancillary Agreements to which Seller is a party Company or the consummation by the Company of the transactions contemplated hereby or therebyMerger, except for (i) such consents or filings that, if not obtained or made, would not reasonably be expected to have, individually or in connection with the transfer of Existing Permitsaggregate, (ii) the Required Third Party Consents and (iii) Post-Closing Consentsa Company Material Adverse Effect.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the The execution, delivery and performance by Seller of this Agreement by Seller and the Ancillary Agreements of each other Transaction Document by Seller and each other applicable Affiliate of Seller do not and will not, and the consummation of the transactions contemplated hereby Contemplated Transactions and thereby compliance with the terms and conditions hereof and thereof by Seller and each such other Affiliate do not and will not not: (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in the breach of the respective organizational documents of Seller or such Affiliate; (b) except as set forth on Schedule 4.2 of the Seller Disclosure Letter, result in a violation breach or breach of, or constitute a default under, or result create in any Person the acceleration ofright to terminate, cancel, accelerate or modify, or require any Consent under, any of the material terms, conditions Rhofade Contract or provisions of any Contract or Permit to which Seller or any of its Affiliates and to which any of the Company Rhofade Assets is subject or the performance of the Rhofade Business is bound or materially affected; (c) conflict with or violate any Applicable Law applicable to Seller or its applicable Affiliates; or (d) result in the creation of any Encumbrance on any of the Rhofade Assets or Rhofade Licensed Patents (other than a party or by which SellerPermitted Encumbrance), except in the Company, or any material portion case of their respective assets are boundclauses (b), (c) violate and (d), as would not, individually CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. or in any the aggregate, reasonably be expected to be material respect any applicable Law or any Order binding upon or applicable to Sellerthe Rhofade Assets, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests Rhofade Licensed Patents or the Transferred AssetsRhofade Business, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Seller is taken as a party or the consummation of the transactions contemplated hereby or thereby, except for (i) in connection with the transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing Consentswhole.

No Conflicts; Consents. Except for and subject to obtaining the Consents set forth on Schedule 3.3 (the “Required Third Party Consents”) and except for any Post-Closing Consents separately set forth on Schedule 3.3, and the transfer of Existing Permits, the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby will not (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Seller, (b) violate, conflict with or result in a violation or breach of, or constitute a default under, or result in the acceleration of, any of the material terms, conditions or provisions of any Contract or Permit to which Seller or the Company is a party or by which Seller, the Company, or any material portion of their respective assets are bound, (c) violate in any material respect any applicable Law or any Order binding upon or applicable to Seller, the Company, the Interests, or any portion of the Transferred Assets, or (d) alter, diminish or result in the termination, revocation, suspension, cancellation, withdrawal or loss of any of the Interests or the Transferred Assets, result in the creation or imposition of any Lien upon the Interests or any of the Transferred Assets, give rise to any rights or liabilities under any Liens in any Interests or Transferred Assets, or give to any other Person any interest or right in any of the Interests or the Transferred Assets. No Consent of any Governmental Entity or any other Person is required to be obtained by Seller in connection with the The execution, delivery and performance of this Agreement and the Ancillary Agreements each other Transaction Document to which each Seller Party is a party or by such Seller Party do not and will not, and the consummation of the transactions contemplated hereby Contemplated Transactions and compliance with the terms and conditions hereof and thereof by each Seller Party do not and will not: (a) violate, conflict with or therebyresult in the breach of the organizational documents of such Seller Party; (b) result in a breach, except for violation of, or default under, or create in any Person the right to terminate, cancel, accelerate or modify, require any Consent under, or result in the loss of any benefit to which such Seller Party is entitled under (in each case whether after the giving of notice or the lapse of time of both), (i) in connection with the transfer of Existing Permits, any Assumed Contract or (ii) any other Contract to which any of the Required Third Purchased Assets or Assumed Liabilities are subject or such Seller Party Consents is bound; (c) subject to compliance with the applicable requirements of the HSR Act, conflict with or violate, any Law applicable to such Seller Party or the Purchased Assets or the Assumed Liabilities; or (d) result in the creation of an Encumbrance upon any of the Purchased Assets except, in the case of clauses (b)(ii), (c) and (iii) Post-Closing Consentsd), as would not, individually or in the aggregate, be material to the Aprinnova Business or Purchased Assets and the Assumed Liabilities, taken as a whole, and would not, individually or in the aggregate, reasonably be expected to prevent or materially and adversely affect the ability of such Seller Party to carry out its obligations under this Agreement or the other Transaction Documents or to consummate the Contemplated Transactions.