Common use of Non-Contravention Clause in Contracts

Non-Contravention. The execution, delivery and performance by Member Representative of this Agreement and the other Transaction Documents to which it is or will be a party, and the consummation by Member Representative of the Transactions, do not and will not: (i) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative or any of its assets, (v) result in the creation or imposition of any Lien on any asset of Member Representative, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iii), (iv), (v) and (vi) as, do not and would not reasonably be expected to impair or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or to consummate the Transactions.

Non-Contravention. The execution, delivery and performance by Member Representative Siebel of this Agreement and the other Transaction Documents to which it is or will be a party, and the consummation by Member Representative Siebel of the Transactions, transactions contemplated hereby do not and will not: not (ia) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents the certificate of Member Representativeincorporation or bylaws of Siebel, (iib) other than with respect to assuming compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of matters referred to in Section 4.03 and that the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure ScheduleSiebel Stockholder Approval is obtained, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, of any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subjectapplicable Law, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (ivc) require any consent, waiver, notice or other action by any Person consent under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, acceleration or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative Siebel or any of its Subsidiaries is entitled under, any provision of any Siebel Significant Contract or any other instrument binding upon Member Representative Contract material to Siebel and its Subsidiaries, or any Permit affecting, or relating in any way to, the assets or business of Siebel and its assets, Subsidiaries or (vd) result in the creation or imposition of any Lien on any asset of Member Representative, Siebel or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described its Subsidiaries, in each case except for such contraventions, conflicts and violations referred to in clause (b) and such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iii), (iv), (vc) and (vid) asthat would not, do not and would not individually or in the aggregate, reasonably be expected to impair have a Material Adverse Effect on Siebel (provided that the matters described in clause (a) of the definition of Material Adverse Effect shall be taken into account and not excluded for the purposes of determining whether or delay, in any material respect, the ability of Member Representative to perform its obligations not a Material Adverse Effect shall have occurred under this Agreement and the other Transaction Documents to which it is or will be a party or to consummate the TransactionsSection 4.04).

Non-Contravention. The Except as disclosed in the Prospectus, the execution, delivery and performance by Member Representative of this Agreement and by the other Transaction Documents to which it is or will be a party, Entities and the consummation by Member Representative of the Transactions, transactions contemplated hereby (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under “Use of Proceeds”) do not and will not: not (iwhether with or without the giving of notice or passage of time or both) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a breach or violation or breach of any of the terms and provisions of, or constitute a default (or give rise to any Governmental Authority right of termination, acceleration, cancellation, repurchase or other Person the right to exercise any remedy redemption) or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, Repayment Event (iiias hereinafter defined) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative or any of its assets, (v) result in the creation or imposition of a Lien upon any Lien on property or assets of the Transaction Entities or any asset of Member RepresentativeSubsidiary pursuant to, (i) any statute, any rule, regulation or (vi) with the passage of time, the giving of notice or the taking order of any action by another Persongovernmental agency or body or any court, have domestic or foreign, having jurisdiction over the Transaction Entities or any of the effects described in clauses Subsidiaries or any of their properties, assets or business currently owned by them; (ii) any term, condition or provision of any Agreements or Instruments; or (iii) the charters, by-laws or other organizational documents, as applicable, of the Transaction Entities or any of the Subsidiaries, except for such conflicts, breaches, violations or defaults that (with respect to subclauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iii), (iv), (v) and (viii) as, do not and above) would not reasonably be expected to impair have, individually or delayin the aggregate, in a Material Adverse Effect. As used herein, “Repayment Event” means any material respectevent or condition which, without regard to compliance with any notice or other procedural requirements, gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is Operating Partnership or will be a party or to consummate the Transactionsany Subsidiary.

Non-Contravention. The execution, execution and delivery and performance by Member Representative of this Agreement by Parent and the other Transaction Documents to which it is or will be a partySub do not, and the consummation by Member Representative of the Transactions, do not transactions contemplated hereby and compliance with the provisions hereof will not: (i) contravene, conflict with, or result in any violation of, or breach default (with or without notice or lapse of any provision time, or both) under, or give rise to a right of any Organizational Documents termination, cancellation or acceleration of Member Representative, (ii) other than or "put" right with respect to compliance with any applicable requirements obligation or the loss of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedulea material benefit under, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision creation of any Applicable Law or Order to which Member Representative, or Lien on any of the properties or assets owned of Parent or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in any of the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled Parent Subsidiaries under, any provision of (i) the Restated Certificate of Incorporation or bylaws of Parent, each as amended through the date hereof (the "PARENT CHARTER DOCUMENTS") or the comparable organizational documents of Sub or the Parent Subsidiaries, (ii) any Contract loan or credit agreement, note, bond, mortgage, indenture, lease or other instrument binding upon Member Representative agreement, instrument, permit, concession, franchise or license applicable to Parent or Sub or any of its assets, their subsidiaries or their respective properties or assets or (viii) result subject to governmental filings and other matters referred to in the creation following sentence, any judgment, order, decree, statute, law, ordinance, rule or imposition of any Lien on any asset of Member Representative, regulation or (vi) with the passage of time, the giving of notice arbitration award applicable to Parent or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02Parent Subsidiaries or their respective properties or assets, with only such exceptions other than, in the case of clauses (ii) and (iii), (iv)any such conflicts, (v) and (vi) asviolations or defaults, do rights or Liens that individually or in the aggregate would not have, or would not be reasonably likely to have, a material adverse effect on Parent or Sub and would not, or would not be reasonably be expected to likely to, materially impair or delay, in any material respect, the ability of Member Representative Parent and Sub to perform its their respective obligations under this Agreement and hereunder or prevent the other Transaction Documents to which it is or will be a party or to consummate consummation of any of the Transactionstransactions contemplated hereby.

Non-Contravention. The None of the execution, delivery and or performance by Member Representative the Purchaser of this Agreement and the other Transaction Documents to which it is or will be a party, and the consummation by Member Representative of the Transactions, do not and will notany Additional Agreements does or will: (ia) contravenecontravene or conflict with the organizational or constitutive documents of any Purchaser Party, (b) contravene or conflict with, with or result in any constitute a violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order binding upon or applicable to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subjecta Purchaser Party, (iiic) contravene, conflict with, violate or result in except for the loss of any benefit Contracts listed on Schedule 5.4 requiring Purchaser Consents (but only as to which Member Representative is entitled under, or give any Governmental Authority the right need to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person underobtain such Purchaser Consents), constitute a default under, conflict with, result in a under or breach of, of (with or cause without the giving of notice or permit the passage of time or both) or violate or give rise to any right of termination, modification, revocation, cancellation, amendment or acceleration of, or result in any other change of any right or obligation of the Purchaser Party or the require any payment or reimbursement or to a loss of any material benefit relating to the Business to which Member Representative is the Purchaser Party are entitled under, under any provision of any Permit, Contract or other instrument or obligations binding upon Member Representative the Purchaser Parties or by which any of the Purchaser Common Stock or any of its assetsthe Purchaser Parties’ assets is or may be bound or any Permit, (vd) result in the creation or imposition of any Lien on any asset of Member Representativethe Purchaser Common Stock, (e) cause a loss of any material benefit relating to the Business to which a Purchaser Party is entitled under any provision of any Permit or Contract binding upon the Purchaser Parties, (f) result in the creation or imposition of any Lien (except for Permitted Liens) on any of the Purchaser Parties’ assets, or (vig) with the passage of timerequire any consent, the giving of notice approval or the taking of waiver from any action by another Person, have Person pursuant to any provision of the effects described in clauses (i) through (v) of this Section 5.02Charter Documents, with only except for such exceptions in consent, approval or waiver which shall be obtained prior to the case of clauses (iii), (iv), (v) and (vi) as, do not and would not reasonably be expected to impair or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or to consummate the TransactionsClosing.

Non-Contravention. The Except as disclosed in the Prospectus, the execution, delivery and performance by Member Representative of this Agreement and by the other Transaction Documents to which it is or will be a party, Entities and the consummation by Member Representative of the Transactions, transactions contemplated hereby (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under “Use of Proceeds”) do not and will not: not (iwhether with or without the giving of notice or passage of time or both) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a breach or violation or breach of any of the terms and provisions of, or constitute a default (or give rise to any Governmental Authority right of termination, acceleration, cancellation, repurchase or other Person the right to exercise any remedy redemption) or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, Repayment Event (iiias hereinafter defined) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative or any of its assets, (v) result in the creation or imposition of a Lien upon any Lien on property or assets of the Transaction Entities or any asset of Member RepresentativeSubsidiary pursuant to, (i) any statute, any rule, regulation or (vi) with the passage of time, the giving of notice or the taking order of any action by another Persongovernmental agency or body or any court, have domestic or foreign, having jurisdiction over the Transaction Entities or any of the effects described in clauses Subsidiaries or any of their properties, assets or business currently owned by them; (ii) any term, condition or provision of any Agreements or Instruments; or (iii) the charters, by-laws or other organizational documents, as applicable, of the Transaction Entities or any of the Subsidiaries, except for such conflicts, breaches, violations or defaults that (with respect to subclauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iii), (iv), (v) and (viii) as, do not and above) would not reasonably be expected to impair have, individually or delayin the aggregate, in a Material Adverse Effect. As used herein, “Repayment Event” means any material respectevent or condition which, without regard to compliance with any notice or other procedural requirements, gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is Operating Partnership or will be a party or to consummate the Transactionsany Subsidiary.

Non-Contravention. The Except as set forth on Schedule 3.3, the execution, delivery and performance by Member Representative of this Agreement and the other Transaction Documents to which it is each Seller is, or will be be, a partyparty by such Seller, and the consummation by Member Representative such Seller of the Transactionstransactions contemplated thereby, do does not and will not: not (a) conflict with or result in any breach of any provision of the Organizational Documents of such Seller, (b) (i) contravenerequire any consent or approval under, conflict with, or (ii) result in any violation or breach of or any provision loss of any Organizational Documents of Member Representativebenefit under, (iiiii) other than constitute a default (or an event that with respect or without the giving of notice or passage of time or both would give rise to compliance a default) under or (iv) give rise to any right of termination, suspension, cancellation, non-renewal, modification, amendment or acceleration (with or without the giving of notice, or the passage of time or both) under (A) any applicable requirements of the HSR Act (terms, conditions or provisions of any Contract to which such requirements have been fulfilled as Seller is a party or by which any property or asset of such Seller is bound or affected or (B) any Permit owned by such Seller in connection with the operations of the date hereofBusiness or its ownership of the Acquired Interests, (c) and except for any liquor licenses Governmental Consents set forth on Schedule 4.22 of the Disclosure Schedule, contravene3.4, conflict with or result in a violation violate any Law to which such Seller is subject or breach ofby which any of the Assets or its properties or assets are bound or subject, or give any Proceeding of any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or having jurisdiction over any of the Assets or its respective properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative or any of its assets, (vd) result in the creation or imposition of any Lien an Encumbrance on any Asset or property or asset of Member Representativesuch Seller (including the Acquired Interests), or (vi) with the passage of timeexcept, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case cases of clauses (iii), (iv), (vb) and (vi) asc), do not and for such defaults or rights of termination, cancellation, amendment, acceleration, conflicts or violations as would not reasonably be expected expected, individually or in the aggregate, to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which such Seller is, or will be, a party, to materially impair or delay, in any material respect, the such Seller’s ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is is, or will be be, a party or be material to consummate Company or the TransactionsBusiness, and, in the case of clause (d), Corporate Encumbrances.

Non-Contravention. The execution, delivery and performance by Member Representative Seller of this Agreement and the other Transaction Documents each Ancillary Agreement to which it is or a party and the execution, delivery and performance by each Affiliate of Seller of each Ancillary Agreement to which such Affiliate will be a party, and the consummation by Member Representative of the Transactions, party do not and will not: not (a) violate the certificate of formation or operating agreement or comparable organizational documents of Seller or such Affiliate, as applicable, (b) subject to compliance with the HSR Act or any applicable Foreign Competition Law, violate any Law applicable to Seller or such Affiliate, as applicable, the Product Business or the Purchased Assets, (c) subject to obtaining the consents, Permits and authorizations, giving the notices and making the filings referred to in Section 3.1.5(b), (i) contraveneviolate, conflict with, breach or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach the termination or cancellation of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation of Seller or the loss of any benefit to which Member Representative is entitled Affiliate thereof under, or require any other notice, consent or waiver under, any provision of any Contract or other instrument binding upon Member Representative Permit to which Seller or such Affiliate is a party or to which any of the Purchased Assets is subject, and which, in each case, is necessary for the conduct of the Product Business, or (ii) (A) violate any Order to which Seller or any of its assetsAffiliates is subject relating to the Product Business, or (vB) require on the part of Seller or any of its Affiliates any filing with, or any authorization, consent or approval of, any Governmental Authority or (d) result in the creation or imposition of any Lien Encumbrance (other than a Permitted Encumbrance) on any asset of Member RepresentativePurchased Assets, or (vi) with the passage of timeexcept, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iiib) or (c), (iv)for such violations, (v) and (vi) asbreaches, do not and defaults or terminations that would not reasonably be expected to impair be material to the Product Business or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or to consummate the TransactionsPurchased Assets.

Non-Contravention. The execution, delivery and performance by Member Representative of this Agreement and the other Transaction Documents Statutory Merger Agreement by it and the consummation by it of the Transactions to which it is or will be a party, and the consummation by Member Representative of the Transactions, party do not and will not: not (iassuming the accuracy of the representations and warranties of Parent and Merger Sub made in ‎Section 4.03 and ‎Section 4.05 below): (a) contravene, contravene or conflict with, or result in any violation or breach of of, any provision of any its Organizational Documents of Member RepresentativeDocuments, as they may be amended by the PRE Bye-law Amendment; (iib) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedulecontravene or conflict with, contravene, conflict with or result in any violation or breach of, any Laws or Orders applicable to it or any of its Subsidiaries or by which any of its assets or those of any of its Subsidiaries (“PRE Assets”) are bound, assuming that all consents, approvals, authorizations, filings and notifications described in ‎Section 3.08 have been obtained or made or, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (c) result in any violation or breach of, or give any Governmental Authority constitute a default (with or other Person the right to exercise any remedy without notice or obtain relief lapse of time or both) under, any provision of Contracts, except for any Applicable Law or Order Reinsurance Contracts, to which Member Representative, it or any of the properties its Subsidiaries is a party or by which any of their assets owned are bound (collectively, “PRE Contracts”), except as would not, individually or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit aggregate, reasonably be expected to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, have a Material Adverse Effect; (ivd) require any consent, waiver, notice approval or other action by any Person under, constitute a default under, conflict with, result in a breach authorization of, or cause filing with or permit notification to, any Person under any PRE Contracts, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (e) give rise to any termination, modification, revocation, cancellation, amendment, modification or acceleration of, or result in any other change of any right rights or obligation obligations under any PRE Contracts, except as would not, individually or in the loss of any benefit aggregate, reasonably be expected to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative or any of its assets, have a Material Adverse Effect; or (vf) result in cause the creation or imposition of any Lien Liens on any asset of Member RepresentativePRE Assets, except as would not, individually or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iii)aggregate, (iv), (v) and (vi) as, do not and would not reasonably be expected to impair or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be have a party or to consummate the TransactionsMaterial Adverse Effect.

Non-Contravention. The execution, delivery and performance by Member Representative the Company of this Agreement and the other Transaction Documents to which it is or will be a party, consummation by the Company of the Merger and the consummation by Member Representative of the Transactions, other transactions contemplated hereby do not and will not: not (with or without notice or lapse of time, or both) (i) subject to obtaining the Requisite Stockholder Approval, contravene, conflict with, or result in any violation or breach of any provision of any the Organizational Documents of Member Representativethe Company or any Company Subsidiary or any resolutions adopted by the Company Board or the board of directors of any Company Subsidiary, (ii) other than with respect assuming that all consents, approvals, authorizations and permits referred to compliance with any in Section 4.04 have been obtained, and all filings and notifications described in Section 4.04 have been made and all applicable requirements of waiting periods under the HSR Act (which such requirements have been fulfilled as of terminated or expired, and otherwise assuming compliance with the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedulematters referred to in Section 4.04, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, of any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subjectOrder, (iii) contravene, conflict with, violate require any consent or result in the loss of any benefit to which Member Representative is entitled approval under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default underviolate, conflict with, result in any breach of or any loss of any benefit under, constitute a breach of, change of control or cause or permit the termination, modification, revocation, cancellation, or acceleration ofdefault under, or result in any other change of termination or cancellation or give to others any right of termination, vesting, amendment, acceleration or obligation cancellation (in each case, with or the loss without notice or lapse of any benefit to which Member Representative is entitled undertime or both) of, any provision of any Contract or other instrument binding upon Member Representative Lease Agreement (including any Material Contract or Lease Agreement) to which the Company or any Company Subsidiary is a party, or by which they or any of its assetstheir respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of the Company or any of the Company Subsidiaries, or (viv) result in the creation or imposition of any Lien on any rights, property or asset of Member Representative, the Company or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02Company Subsidiaries, with only such exceptions exceptions, in the case of each of clauses (iiiii), (iii) and (iv), (v) and (vi) asas has not had, do not and would not reasonably be expected to impair have, individually or delayin the aggregate, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or to consummate the TransactionsCompany Material Adverse Effect.

Non-Contravention. The execution, (a) Neither the execution and delivery and performance by Member Representative of this Agreement and the other Transaction Documents to which it is or will be a party, and by MetLife nor the consummation by Member Representative MetLife of the Transactions, do not and nor compliance by MetLife with any of the provisions of this Agreement, will not: (i) contravene, conflict with, with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under any provision articles of incorporation, certificate of incorporation, bylaws or similar organizational documents of MetLife or any Organizational Documents of Member Representativeits Significant Subsidiaries, (ii) other than with respect violate any Law, judgment, writ or injunction of any Governmental Authority applicable to compliance with MetLife or any applicable requirements of the HSR Act its Subsidiaries or (which such requirements have been fulfilled as of the date hereofiii) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a any violation or breach of, or default (with or without notice or lapse of time, or both) under or give any Governmental Authority rise to a right of, or other Person the right to exercise any remedy result in, termination, modification, cancellation, recapture or obtain relief under, any provision acceleration of any Applicable Law obligation or Order to which Member Representativethe loss of a benefit, or result in the creation of any Lien in or upon or with respect to, any of the properties or other assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative MetLife or any of its assetsSubsidiaries, (v) result in the creation or imposition of any Lien on any asset of Member Representative, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have under any of the effects described in clauses (i) through (v) terms, conditions or provisions of this Section 5.02any Contract to which MetLife or any of its Subsidiaries is a party, with only such exceptions except in the case of clauses (ii) and (iii), (iv)for such violations, (v) and (vi) as, do not and defaults or conflicts as would not reasonably be expected to, individually or in the aggregate, have a MetLife Material Adverse Effect. (b) Except as would not be required to impair be disclosed in the MetLife Disclosure Documents (and, to the extent any such disclosure is required in the MetLife Disclosure Documents, except as shall be disclosed therein, including any disclosure incorporated by reference into such documents), and except as would not, individually or delayin the aggregate, reasonably be expected to have a MetLife Material Adverse Effect, neither MetLife nor any of its Significant Subsidiaries: (i) is in violation of its respective articles of incorporation, certificate of incorporation, bylaws or similar organizational documents, (ii) is in default in the performance of any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents Contract to which it is or will be a party or by which it is bound or to consummate the Transactionswhich any of its properties is subject or (iii) is in violation of any Law applicable to MetLife, any of its Subsidiaries or their assets or properties.

Non-Contravention. The Assuming the receipt of the Company Approvals, the execution, delivery and performance by Member Representative the Company of this Agreement and the other Transaction Documents to which it is or will be a partyconsummation by the Company of the Offer, the Merger and the consummation other transactions contemplated by Member Representative of the Transactionsthis Agreement, do not and will not: : (ia) contravene, conflict with, with or result in any a violation of (i) the certificate of incorporation or breach bylaws of any provision of any Organizational Documents of Member Representative, the Company or (ii) other than with respect to compliance with any applicable requirements organizational or governing documents of the HSR Act Company’s Subsidiaries; (b) contravene, conflict with or result in a violation of any Law or Order to which such requirements have been fulfilled as any of the date hereofAcquired Companies, or any of the assets owned or used by any of the Acquired Companies, is subject; (c) and subject to any liquor licenses notices or Consents set forth on Schedule 4.22 in Section 3.5 of the Company Disclosure ScheduleLetter, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority result in a default (or other Person the right to exercise any remedy an event which, with notice or obtain relief lapse of time or both, would constitute a default) under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled underMaterial Contract, or give any Governmental Authority Person the right to revoke, suspend, cancel, terminate, to: (i) declare a default or modify, exercise any Permit held by Member Representative, remedy under any Material Contract; (ii) a penalty under any Material Contract; (iii) accelerate the maturity or performance of any Material Contract; or (iv) require cancel, terminate or modify any consentright, waiverbenefit, notice obligation or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change term of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative or any of its assets, Material Contract; or (vd) result in the creation or imposition of any Lien on (other than Permitted Liens) upon any asset of Member Representative, or (vi) with the passage of time, the giving of notice or the taking of any action owned by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02Acquired Companies; except, with only such exceptions in the case of clauses (iiib), (iv), (vc) and (vid) asabove, do for any such contraventions, conflicts, violations, breaches, defaults, rights or Liens that has not and had, or would not reasonably be expected to impair have, individually or delayin the aggregate, a Company Material Adverse Effect and would not, individually or in any material respectthe aggregate, reasonably be expected to prevent, materially delay or materially impede the Offer, the ability Merger or any of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or to consummate the Transactionstransactions contemplated by this Agreement.

Non-Contravention. The execution, delivery and performance by Member Representative of this Agreement and the other Transaction Documents to which it is or will be a party, Statutory Merger Agreement by the Company and the consummation by Member Representative the Company of the Transactions, Transactions do not and will not: not (iassuming the accuracy of the representations and warranties made in Section 4.5 and Section 4.7): (a) contravene, contravene or conflict with, or result in any violation or breach of of, any provision of any the Company Organizational Documents of Member Representative(as they may be amended pursuant to the Bye-Law Amendment); (b) contravene or conflict with, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in any violation or breach of, any Laws or Orders applicable to the Company or any of its Subsidiaries or by which any assets of the Company or any of its Subsidiaries (“Company Assets”) are bound, assuming that all consents, approvals, authorizations, filings and notifications described in Section 3.7 have been obtained or made or, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (c) result in any violation or breach of, or give any Governmental Authority constitute a default (with or other Person the right to exercise any remedy without notice or obtain relief lapse of time or both) under, any provision of any Applicable Law or Order Contracts to which Member Representative, the Company or any of the properties its Subsidiaries is a party or assets owned by which any Company Assets are bound (collectively, “Company Contracts”), except as would not, individually or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit aggregate, reasonably be expected to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, have a Company Material Adverse Effect; (ivd) require any consent, waiver, notice approval or other action by any Person under, constitute a default under, conflict with, result in a breach authorization of, or cause filing with or permit notification to, any Person under any Company Contracts, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (e) give rise to any termination, modification, revocation, cancellation, amendment, modification or acceleration of, or result in any other change of any right rights or obligation obligations under any Company Contracts, except as would not, individually or in the loss of any benefit aggregate, reasonably be expected to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative or any of its assets, have a Company Material Adverse Effect; or (vf) result in cause the creation or imposition of any Lien Liens on any asset of Member RepresentativeCompany Assets, except as would not, individually or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iii)aggregate, (iv), (v) and (vi) as, do not and would not reasonably be expected to impair or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be have a party or to consummate the TransactionsCompany Material Adverse Effect.

Non-Contravention. The Except as set forth on Section 2.4 of the Disclosure Schedule, the execution, delivery and performance by Member Representative Seller of this Agreement and the other Transaction Documents Agreements to which it Seller is or will be a party, and the consummation by Member Representative of the Transactions, do not and will not: (ia) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss breach of the Organizational Documents of Seller or any of its Subsidiaries; (b) violate or result in the breach of any benefit Law, Order or Governmental Authorization applicable to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modifySeller, any Permit held by Member Representativeof its Subsidiaries or the Purchased Assets; (c) violate, (iv) require any consent, waiver, notice or other action by any Person underresult in the breach of, constitute a default under, conflict withresult in the termination of, or in a right of termination or cancellation of, accelerate the performance required by, result in a breach of, the triggering of any payment or cause or permit the termination, modification, revocation, cancellation, or acceleration of, other material obligations pursuant to or result in being declared void, voidable or without further binding effect, any Purchased Contract or any other change of any right or obligation or the loss of any benefit Material Contract to which Member Representative a Subsidiary of Seller is entitled under, any provision of any Contract a party; or other instrument binding upon Member Representative or any of its assets, (vd) result in the creation or imposition of any Lien (except for Permitted Liens) on any asset of Member Representative, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in Purchased Assets or any material assets of any Subsidiary of Seller, except, with respect to clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iiib), (iv), (vc) and (vi) asd), do not and for such conflicts, violations, invalidations, breaches, defaults, terminations, cancellations, accelerations, rights, Liens or results as would not reasonably be expected to impair or delay, in materially and adversely affect any material respectSubsidiary of Seller, the Business, the Purchased Assets, the Assumed Liabilities or Seller’s or any of its Subsidiaries’ ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or to consummate the Transactions.

Non-Contravention. The execution(a) Except as disclosed in Section 5.3 of the RGA Disclosure Schedule, neither the execution and delivery and performance by Member Representative of this Agreement and the other Transaction Documents to which it is or will be a party, and by RGA nor the consummation by Member Representative RGA of the Transactions, do not and nor compliance by RGA with any of the provisions of this Agreement, will not: (i) contravene, conflict with, with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under any provision articles of incorporation, certificate of incorporation, bylaws or similar organizational documents of RGA or any Organizational Documents of Member Representativeits Significant Subsidiaries, (ii) other than with respect violate any Law, judgment, writ or injunction of any Governmental Authority applicable to compliance with RGA or any applicable requirements of the HSR Act its Subsidiaries, or (which such requirements have been fulfilled as of the date hereofiii) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a any violation or breach of, or default (with or without notice or lapse of time, or both) under or give any Governmental Authority rise to a right of, or other Person the right to exercise any remedy result in, termination, modification, cancellation, recapture or obtain relief under, any provision acceleration of any Applicable Law obligation or Order to which Member Representativethe loss of a benefit, or result in the creation of any Lien in or upon or with respect to, any of the properties or other assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative RGA or any of its assetsSubsidiaries, (v) result in the creation or imposition of any Lien on any asset of Member Representative, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have under any of the effects described in clauses terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, contract or other agreement (ieach, a “Contract”) through (v) to which RGA or any of this Section 5.02its Subsidiaries is a party, with only such exceptions except in the case of clauses (ii) and (iii), (iv)for such violations, (v) and (vi) asdefaults or conflicts as would not reasonably be expected to, do not and individually or in the aggregate, have a RGA Material Adverse Effect. Other than as would not reasonably be expected to impair result in a RGA Material Adverse Effect, none of the Transactions will (x) constitute a “change of control” of RGA or delayany of its Subsidiaries or otherwise result in the increase or acceleration of any benefits, including to employees of RGA, under any Contract to which RGA or any of its Subsidiaries is a party or by which RGA or any of its Subsidiaries is bound or (y) result in any material respectadjustment of the number of shares subject to, or the terms of, including exercise price, any outstanding employee stock options of RGA; provided, however, the ability Transactions may result in an adjustment to type or class of Member Representative shares subject to perform any such options of RGA. (b) Except as would not be required to be disclosed in the RGA Disclosure Documents (and, to the extent any such disclosure is required in the RGA Disclosure Documents, except as shall be disclosed therein, including any disclosure incorporated by reference into such documents), and except as would not, individually or in the aggregate, reasonably be expected to have a RGA Material Adverse Effect, neither RGA nor any of its obligations under this Agreement and Significant Subsidiaries (i) is in violation of its respective articles of incorporation, certificate of incorporation, bylaws or similar organizational documents, (ii) is in default in the other Transaction Documents performance of any Contract to which it is or will be a party or by which it is bound or to consummate the Transactionswhich any of its properties is subject or (iii) is in violation of any Law applicable to RGA, any of its Subsidiaries or their assets or properties.

Non-Contravention. The execution, delivery and performance by Member Representative Hurricane of this Agreement and the other Transaction Documents to which it is or will be a party, and the consummation by Member Representative Hurricane of the Transactions, transactions contemplated hereby do not and will not: not (i) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents the certificate of Member Representativeincorporation or bylaws of Hurricane, (ii) other than with respect to assuming compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedulematters referred to in Section 5.03, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, of any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subjectLaw, (iii) assuming compliance with the matters referred to in Section 5.03, contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiverapproval, notice authorization or other action by any Person under, constitute a default default, or an event that, with or without notice or lapse of time or both, would constitute a default, under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, acceleration or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative Hurricane or any of its Subsidiaries is entitled under, under any provision of any Contract agreement or other instrument binding upon Member Representative Hurricane or any of its assetsSubsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Hurricane and its Subsidiaries or (viv) result in the creation or imposition of any Lien on any asset of Member RepresentativeHurricane or any of its Subsidiaries, except for such contraventions, conflicts, violations and breaches referred to in clause (ii) and for such failures to obtain any such consent, approval, authorization or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (iii) and (iv) that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect (ignoring, for this purpose only, clause (vi) with the passage of time, the giving of notice that definition) on Hurricane or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iii), (iv), (v) and (vi) as, do not and would not reasonably be expected materially to impair or delay, in any material respect, preclude the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or Hurricane to consummate the Transactionstransactions contemplated by this Agreement.

Non-Contravention. The execution, execution and delivery and performance by Member Representative such Company Shareholder of this Agreement and the other Transaction Documents each Ancillary Document to which it is they are a party or will be a party, otherwise bound and the consummation by Member Representative such Company Shareholder of the Transactions, do not and compliance by such Company Shareholder with any of the provisions hereof and thereof, will not: , (a) conflict with or violate any provision of such Company Shareholder’s Organizational Documents; (b) conflict with or violate any Law, Order or Consent applicable to such Company Shareholder or any of its properties or assets; or (c) (i) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contraveneviolate, conflict with or result in a violation or breach of, (ii) constitute a default (or give any Governmental Authority an event which, with notice or other Person the right to exercise any remedy lapse of time or obtain relief both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by such Company Shareholder under, (v) result in a right of termination or acceleration under, (vi) give rise to any provision obligation to make payments or provide compensation under, (vii) result in the creation of any Applicable Law or Order to which Member Representative, or Lien upon any of the properties or assets owned or used by Member Representative, is subjectof such Company Shareholder under, (iiiviii) contravene, conflict with, violate or result in the loss of give rise to any benefit obligation to which Member Representative is entitled underobtain any third party consent, or (ix) give any Governmental Authority Person the right to revokedeclare a default, suspendexercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminateterminate or modify any right, or modifybenefit, any Permit held by Member Representative, (iv) require any consent, waiver, notice obligation or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled term under, any provision of the terms, conditions or provisions of, any Contract to which such Company Shareholder is a party or other instrument binding upon Member Representative such Company Shareholder or any of its assetsproperties or assets are otherwise bound, (v) result except in the creation or imposition of any Lien on any asset of Member Representative, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case cases of clauses (iii), b) or (iv), (vc) and (vi) as, do that has not had and would not reasonably be expected to materially impair or delay, in any material respect, delay the ability of Member Representative such Company Shareholder to (A) perform on a timely basis its obligations under this Agreement and the other Transaction or any Ancillary Documents to which it is or will required to be a party or to otherwise bound, or (B) consummate the Transactions.

Non-Contravention. The execution, (a) Neither the execution and delivery by Merger Sub and performance by Member Representative Parent of this Agreement and the or any other Transaction Documents to which it Document that either Merger Sub or Parent is or will be a party, and party nor the consummation by Member Representative Merger Sub and Parent of the TransactionsTransactions will, do not and will not: directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in any a violation or breach of any provision or conflict with the certificate or articles of any Organizational Documents incorporation or bylaws, or other similar organizational documents of Member Representative, Merger Sub or Parent; (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority constitute a default (or other Person the right to exercise any remedy an event which, with notice or obtain relief lapse of time or both, would constitute a default) under, any provision or result in the termination or cancellation of, or give rise to a right of purchase under, or accelerate the performance required by Parent or Merger Sub under, or result in a right of termination or acceleration under, or result in the creation of any Applicable Law or Order to which Member Representative, or Lien upon any of the properties or assets owned or used operated by Member RepresentativeParent or Merger Sub pursuant to the terms, conditions or provisions of, any Contract to which Party or Merger Sub is subject, a party or (iii) contravenesubject to obtaining or making the consents, conflict withapprovals, orders, authorizations, registrations, declarations and filings referred to in paragraph (b) below, violate any Judgment or result Law applicable to Merger Sub or Parent, in each case, other than any such event described in items (ii) or (iii) which, individually or in the loss of any benefit to which Member Representative is entitled underaggregate, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative or any of its assets, (v) result in the creation or imposition of any Lien on any asset of Member Representative, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iii), (iv), (v) and (vi) as, do not and would not reasonably be expected to impair or delay, in any have a material respect, adverse effect on the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is Merger Sub or will be a party or Parent to consummate the Transactions (a “Parent Material Adverse Effect”). (b) No Governmental Approval is necessary to be obtained or made by Merger Sub or Parent in connection with Merger Sub’s and Parent’s execution, delivery and performance of this Agreement or the consummation by Merger Sub or Parent of the Transactions, except for (i) compliance with the DGCL (including, with respect to the filing of the Certificate of Merger), (ii) compliance with and submission of filings, forms, declarations, notifications, registrations and notices required to be filed with Governmental Authorities under any Antitrust Law, (iii) the filing with the SEC of any documents required to be filed with the SEC by Merger Sub or Parent pursuant to this Agreement or in connection with the Transactions, (iv) the approvals, filings and notifications imposed by applicable Laws that are set forth in Section 3.3(b) of the Parent Disclosure Schedules, and (v) such other Governmental Approvals the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Non-Contravention. The execution, delivery and performance by Member Representative Journal and its Subsidiaries of this Agreement and the other Transaction Documents Agreements to which it is they are or will be a party, party and the consummation by Member Representative of the Transactions, Transactions do not and will not: not (ia) contravene, conflict with, or result in any violation or breach of any provision of any the Organizational Documents of Member RepresentativeJournal or any such Subsidiary, (iib) other than with respect to assuming compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedulematters referred to in Section 8.03, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, of any provision of any Applicable Law or Order Law, (c) assuming compliance with the matters referred to which Member Representativein Section 8.03, or any and except as set forth on Section 8.04 of the properties or assets owned or used by Member RepresentativeJournal Disclosure Schedule, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice Consent or other action by any Person under, constitute a default default, or an event that, with or without notice or lapse of time or both, would constitute a default, under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, acceleration or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative Journal or any of its Subsidiaries is entitled under, under any provision of any Contract or other instrument binding upon Member Representative Journal or any of its assetsSubsidiaries or any franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Journal or any of its Subsidiaries or (vd) result in the creation or imposition of any Lien on any asset of Member Representative, Journal or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02its Subsidiaries, with only such exceptions exceptions, in the case of each of clauses (iiib) through (d), (iv), (v) and (vi) as, do not and as would not be reasonably be expected to have, individually or in the aggregate, a Journal Material Adverse Effect or prohibit or impair or delay, in any material respect, delay the ability of Member Representative to perform Journal or any of its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or Subsidiaries to consummate the Transactions.

Non-Contravention. The (i) Neither the execution, delivery and performance by Member Representative the Holder of this Agreement and or the other Transaction Documents to which it is or will be a partyRRA Amendment, and nor the consummation by Member Representative of the Transactionstransactions contemplated hereby or thereby, do not and nor compliance by the Holder with any of the provisions hereof or thereof, will not: (iA) contraveneviolate, conflict with, or result in any violation or a breach of any provision of, or constitute a default (or an event which, with notice or lapse of any Organizational Documents of Member Representativetime or both, (iiwould constitute a default) other than with respect to compliance with any applicable requirements of under, or result in the HSR Act (which such requirements have been fulfilled as of termination of, or accelerate the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Scheduleperformance required by, contravene, conflict with or result in a violation right of termination or breach acceleration of, or give result in the creation of any Governmental Authority Lien upon any of the properties or assets of the Holder under any of the terms, conditions or provisions of (i) its governing instruments or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other Person the right to exercise any remedy instrument or obtain relief under, any provision of any Applicable Law or Order obligation to which Member Representativethe Holder is a party or by which it may be bound, or to which the Holder or any of the properties or assets owned or used by Member Representative, is of the Holder may be subject, or (iiiB) contravene, conflict withsubject to compliance with the statutes and regulations referred to in the next paragraph, violate any Law, statute, ordinance, rule or result in regulation, permit, concession, grant, franchise or any judgment, ruling, order, writ, injunction or decree applicable to the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative Holder or any of its their respective properties or assets, (v) result in the creation or imposition of any Lien on any asset of Member Representative, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions except in the case of clauses (iii), (iv), (vA)(ii) and (viB) asfor such violations, do not conflicts and breaches as would not reasonably be expected to impair or delay, in any material respect, materially and adversely affect the Holder’s ability of Member Representative to perform its respective obligations under this Agreement and the other Transaction Documents to which it is or will be a party or to consummate the Transactionstransactions contemplated hereby on a timely basis. (ii) Other than filings with the SEC which may be required under Section 16, Section 13(d) or Section 13(f) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) on the part of the Holder and other persons that may be deemed to beneficially own the Exchanged Common Shares or the Preferred Shares, no notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Entity (as defined below), nor expiration or termination of any statutory waiting period, is necessary for the consummation by the Holder of the transactions contemplated by this Agreement.

Non-Contravention. The execution, Neither the execution and delivery and performance by Member Representative of this Agreement by such Security Holder nor the consummation of the transactions contemplated hereby nor compliance by such Security Holder with any provisions herein will: (a) require any consent, approval, authorization or permit of, filing or registration with, notification or report to, or expiration of waiting periods from, any Governmental Authority on the part of such Security Holder, except for compliance with the applicable requirements of the Securities Act, the Exchange Act or any other United States or federal securities laws and the other Transaction Documents to which it is or will be a party, rules and the consummation by Member Representative of the Transactions, do not and will not: regulations promulgated thereunder; (ib) contraveneviolate, conflict with, or result in any violation or a breach of any provision of provisions of, or require any Organizational Documents of Member Representativeconsent, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with waiver or approval or result in a violation default or breach of, loss of a benefit (or give rise to any Governmental Authority right of termination, cancellation, modification or other Person acceleration or any event that, with the right giving of notice, the passage of time or otherwise, would constitute a default or give rise to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or such right) under any of the properties terms, conditions or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision provisions of any Contract (including any constituent or organizational documents of such Security Holder) or other legally binding instrument binding upon Member Representative or obligation to which such Security Holder is a party or by which such Security Holder or any of its assets, assets may be bound; (vc) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien on any asset assets (including the Subject Securities) of Member Representative, or such Security Holder (vi) with the passage of time, the giving of notice other than any restrictions created by this Agreement or the taking Company, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions (collectively, “Permitted Encumbrances”)); or (d) violate any action Laws or Orders applicable to such Security Holder or by another Person, have which any of its assets (including the effects described in clauses (iSubject Securities) through (v) of this Section 5.02are bound, with only such exceptions except as would not, in the case of each of the preceding clauses (iiia) through (c), (iv), (v) and (vi) as, do not and would not reasonably be expected to impair have, individually or delayin the aggregate, in any a material respect, the adverse effect on such Security Holder’s ability of Member Representative to timely perform its obligations under this Agreement or materially delay, materially impede or prevent the consummation of the transactions contemplated hereby by such Security Holder. Other than any filings and reports pursuant to and in compliance with the Exchange Act, no filings, notifications, approvals or other Transaction Documents consents are required to which it is or will be a party obtained by such Security Holder from, or to consummate be given by such Security Holder to, or to be made by such Security Holder with, any Governmental Authority in connection with the Transactionsexecution, delivery and performance by such Security Holder of this Agreement.

Non-Contravention. (a) The receipt of the consents, approval, authorizations and other requirements set forth in Section 4.03, and except as set forth on Section 4.05(a) of the Purchaser Disclosure Schedule, the execution, delivery and performance by Member Representative of this Agreement and the other Transaction Documents to which it is or will be a party, by Purchaser and the consummation by Member Representative of the Transactions, Transactions do not and will not: not (i) contravene, contravene or conflict with, or result in any violation or breach of of, any provision of any (A) the Purchaser Organizational Documents or (B) the comparable organizational or governing documents of Member Representativeany of the Subsidiaries of Purchaser, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedulecontravene or conflict with, contravene, conflict with or result in a any material violation or breach of, any Permit or give any Governmental Authority or other Person the right Law applicable to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, either Purchaser or any of the properties its Subsidiaries or assets owned by which any Purchaser Assets are bound, assuming that all Governmental Authorizations described in Section 4.03 have been obtained or used by Member Representative, is subjectmade, (iii) contravene, conflict with, violate or result in the loss any violation, termination, acceleration of any benefit to which Member Representative is entitled undermaterial obligation, cancellation or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause constitute a default (with or permit the termination, modification, revocation, cancellation, without notice or acceleration of, lapse of time or result in both) or require any other change of any right notice or obligation or the loss of any benefit to which Member Representative is entitled consent under, any provision of any Contract Purchaser Material Contracts or other instrument binding upon Member Representative Purchaser Real Property Leases to which Purchaser or any of its assets, Subsidiaries is a party or by which any Purchaser Assets are bound or (viv) result in the creation or imposition of any Lien on any asset of Member Representative, or Liens (viother than Permitted Liens) with the passage of time, the giving of notice or the taking of any action by another Person, have upon any of the effects described in clauses (i) through (v) of this Section 5.02Purchaser Assets except, with only such exceptions in the case of clauses (iii), ) and (iv), (v) and (vi) asas would not, do not and would not individually or in the aggregate, reasonably be expected to impair have a Purchaser Material Adverse Effect. Neither Purchaser nor any of its Subsidiaries has received any written notice from any Governmental Authority regarding any actual, alleged, possible or delaypotential violation of, in or failure of Purchaser or any material respectof its Subsidiaries to comply with any Permit or Law. (b) Notwithstanding the foregoing, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents there is no Contract to which it Purchaser is or will be a party that purports to have a material adverse effect (or could be construed to consummate result in a material adverse effect) on Purchaser Intellectual Property following consummation of the TransactionsTransactions or the Merger.

Non-Contravention. The execution, (a) Neither the execution and delivery and performance by Member Representative of this Agreement by Merger Subsidiary and the other Transaction Documents to which it is or will be a party, and Parent nor the consummation by Member Representative Merger Subsidiary and Parent of the TransactionsTransactions will, do not and will not: directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach ofof or conflict with the certificate or articles of incorporation or formation or operating agreement or bylaws, or give any Governmental Authority other similar organizational documents of Merger Subsidiary or other Person Parent; or (ii) subject to obtaining or making the right consents, approvals, orders, authorizations, registrations, declarations and filings referred to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, in paragraph (iiib) contravene, conflict withbelow, violate any judgment or result Law applicable to Merger Subsidiary or Parent, in each case, other than any such event which, individually or in the loss of any benefit to which Member Representative is entitled underaggregate, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative or any of its assets, (v) result in the creation or imposition of any Lien on any asset of Member Representative, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iii), (iv), (v) and (vi) as, do not and would not reasonably be expected to impair or delay, in any have a material respect, adverse effect on the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is Merger Subsidiary or will be a party or Parent to consummate the Transactions. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Merger Subsidiary or Parent in connection with Merger Subsidiary’s and Parent’s execution, delivery and performance of this Agreement or the consummation by Merger Subsidiary or Parent of the Transactions, except for (i) compliance with the DGCL, (ii) compliance with and filings pursuant to the HSR Act and Foreign Antitrust Laws, (iii) the filing of a certificate of merger with respect to the Merger with the Secretary of State of the State of Delaware, and (iv) such other consents, approvals, orders, waivers, authorizations, actions, nonactions, registrations, declarations, filings, permits and notices the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent’s ability to consummate the Merger and the Transactions.

Non-Contravention. The executionExcept as set forth in the Seller Disclosure Schedule, neither the execution and delivery and performance by Member Representative of this Agreement and the other Transaction Documents to which it is or will be a partyby the Seller, and nor the consummation by Member Representative of the Transactionstransactions hereby and thereby contemplated by the Seller, do not and will not: will: (i) contravene, conflict with, or result in constitute any violation or breach of the certificate of incorporation or the by-laws (or comparable organizational documents in the case of Subsidiaries of the Seller which are not corporations) of the Seller or any provision of any Organizational Documents of Member Representative, its Subsidiaries; (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with constitute a default under or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss acceleration of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative to which the Seller or any of its assetsSubsidiaries is a party or by which any of the assets of the Seller or any of its Subsidiaries or the Purchase Shares, the Warrant or the Warrant Shares may be affected or secured; (iii) assuming the consents and approvals described in Section 3.7 have been received, violate any judgment, order, writ, injunction or decree, or any statute, rule or regulation affecting the Seller or any of its Subsidiaries; (iv) result in the creation of any Lien on any of the assets of the Seller or any of its Subsidiaries; or (v) result in the creation or imposition termination of any Lien on any asset of Member Representativelicense, franchise, lease or (vi) with permit to which the passage of time, the giving of notice Seller or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02its Subsidiaries is a party or by which it is bound; other than, with only such exceptions in the case of foregoing clauses (ii), (iii), (iv), (v) and (vi) asv), do not those defaults, violations, breaches, accelerations, Liens and terminations which, individually or in the aggregate, would not reasonably be expected to impair or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be have a party or to consummate the TransactionsSeller Material Adverse Effect.

Non-Contravention. The execution, Neither the execution and delivery and performance by Member Representative of this Agreement and the other Transaction Documents to which it is or will be a partyAncillary Agreements, and nor the consummation by Member Representative of the Transactionstransactions contemplated hereby or thereby, do not and will not: (i) contraveneviolate (A) any constitution, conflict withstatute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or result in other restriction of any violation Governmental Entity to which any of the Target Companies or breach of Target Subsidiaries is subject or (B) any provision of the charter or bylaws, or other governing documents, of any Organizational Documents of Member Representativethe Target Companies or Target Subsidiaries, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit constitute a default under, result in the termination, modification, revocation, cancellation, or acceleration of, or create in any party the right to accelerate, terminate, modify, or cancel any agreement, contract, lease, license, instrument, or other arrangement to which any of the Target Companies or Target Subsidiaries is a party or by which any of them are bound or to which any of their assets is subject (or result in any other change the imposition of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding Lien upon Member Representative or any of its their assets), or (viii) result in the imposition or creation of a Lien upon or imposition of any Lien on any asset of Member Representative, with respect to the Target Interests or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) assets of this Section 5.02the Target Companies or Target Subsidiaries, with only such exceptions except, in the case of clauses (iii), (iv), (vi)(A) and (vi) asii), do not and where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Lien would not reasonably be expected to impair have a Material Adverse Effect. None of the Sellers nor any of the Target Companies or delayTarget Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Entity in any material respect, order for the ability of Member Representative Parties to perform its obligations under consummate the transactions contemplated by this Agreement and the other Transaction Documents Ancillary Agreements, except pursuant to which it is or will be a party the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and for the necessary filings in the European Union and except where the failure to give notice, to file, or to consummate the Transactionsobtain any authorization, consent, or approval would not reasonably be expected to have a Material Adverse Effect.

Non-Contravention. The execution, execution and delivery and performance by Member Representative of this Agreement and the other Transaction Documents to which it is or will be a partyby such Seller does not, and the consummation by Member Representative of the Transactions, do not transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not: (i) contravene, conflict with, or result in any breach or violation of, or breach default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any provision lien upon any of any Organizational Documents the Exchanged Ordinary Shares of Member Representativesuch Seller under, (i) the charter documents of such Seller (as applicable), (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other than with respect agreement, instrument, permit, concession, franchise or license applicable to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with Seller or result in a violation its respective properties or breach ofassets, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result subject to the governmental filings and other matters referred to in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modifyfollowing sentence, any Permit held by Member Representativejudgment, (iv) require any consentorder, waiverdecree, notice statute, law, ordinance, rule, regulation or other action by any Person under, constitute a default under, conflict with, result in a breach of, arbitration award applicable to such Seller or cause its respective properties or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative or any of its assets, (v) result in the creation or imposition of any Lien on any asset of Member Representativeother than, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (ii) and (iii), (iv)any such conflicts, (v) and (vi) asbreaches, do not and violations, defaults, rights, losses or liens that individually or in the aggregate would not reasonably be expected to impair prevent, hinder or delay, in any material respect, materially delay the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or such Seller to consummate the Transactionstransactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to such Seller in connection with the execution and delivery of this Agreement by such Seller or the consummation by such Seller, as the case may be, of any of the transactions contemplated by this Agreement.

Non-Contravention. The executionExcept as set forth in SECTION 3.1(e) of the Company Disclosure Schedule, the execution and delivery and performance by Member Representative of this Agreement and by the other Transaction Documents to which it is or will be a partyCompany do not, and the consummation by Member Representative of the Transactions, do not transactions contemplated hereby and compliance with the provisions hereof will not: (i) contravene, conflict with, or result in any violation of, or breach default (with or without notice or lapse of any provision time, or both) under, or give rise to a right of any Organizational Documents termination, cancellation or acceleration of Member Representative, (ii) other than or "put" right with respect to compliance with any applicable requirements obligation or the loss of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedulea material benefit under, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision creation of any Applicable Law or Order to which Member Representative, or Lien on any of the properties or assets owned of the Company or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in any of the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled Company Subsidiaries under, any provision of (i) the Certificate of Incorporation or bylaws of the Company, each as amended through the date hereof (the "COMPANY CHARTER DOCUMENTS") or the comparable organizational documents of any Contract of the Company Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, or other instrument binding upon Member Representative agreement, instrument, permit, concession, franchise or license applicable to the Company or the Company Subsidiaries or their respective properties or assets or (iii) subject to governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to the Company or any of its the Company Subsidiaries or their respective properties or assets, (v) result in the creation or imposition of any Lien on any asset of Member Representativeother than, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (ii) and (iii), (iv)any such conflicts, (v) and (vi) asviolations or defaults, do rights or Liens that individually or in the aggregate would not have, or would not be reasonably likely to have, a material adverse effect on the Company and would not, or would not be reasonably be expected to likely to, materially impair or delay, in any material respect, the ability of Member Representative the Company to perform its obligations under this Agreement and hereunder or prevent the other Transaction Documents to which it is or will be a party or to consummate consummation of any of the Transactionstransactions contemplated hereby.

Non-Contravention. The execution, Neither the execution and delivery and performance by Member Representative of this Agreement and by the other Transaction Documents to which it is or will be a party, and Stockholder nor the consummation by Member Representative of the Transactionstransactions contemplated hereby nor compliance by the Stockholder with any provisions herein will (a) if the Stockholder is an entity, do not and will not: violate, contravene, or conflict with or result in any breach of any provision of the certificate of incorporation or bylaws (ior other similar governing documents) contraveneof the Stockholder, (b) require any consent, approval, authorization, or permit of, action by, or filing with or notification to, any Governmental Entity on the part of the Stockholder, except for compliance with applicable securities Laws, (c) violate, conflict with, or result in any violation or a breach of any provision of provisions of, or require any Organizational Documents of Member Representativeconsent, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with waiver or approval or result in a any breach or violation or breach of, constitute a default (or give any Governmental Authority an event that with notice or other Person the right to exercise any remedy lapse of time or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iiiboth would become a default) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give rise to any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the of termination, modification, revocation, cancellation, amendment, or acceleration ofunder any of the terms, conditions or result in any other change provisions of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract to which the Stockholder is a party or other instrument binding upon Member Representative by which the Stockholder or any of its assetsassets may be bound, (vd) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien on any asset of Member Representativethe Subject Shares (other than one created by Parent or Purchaser), or (vie) with violate any Law or Judgment applicable to the passage of time, the giving of notice Stockholder or the taking of any action by another Person, have which any of the effects described in clauses (i) through (v) of this Section 5.02its assets are bound, with only such exceptions except as would not, in the case of each of clauses (iiic), (ivd), (v) and (vi) ase), do not and would not reasonably be expected to impair have, individually or delayin the aggregate, in any a material respect, adverse effect on the Stockholder’s ability of Member Representative to timely perform its obligations under this Agreement. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement and the other Transaction Documents to which it is or will be a party or to consummate the Transactionsconsummation of the transactions contemplated hereby.

Non-Contravention. The Except as described in Schedule 3.04 and assuming compliance with the matters referred to in Section 3.03, the execution, delivery and performance by Member Representative the Company of this Agreement and the other Transaction Documents to which it is or will be a party, and the consummation by Member Representative the Company of the Transactions, transactions contemplated hereby do not and will not: not (ia) contraveneassuming receipt of the approval of stockholders referred to in Section 3.02, contravene or conflict withwith the certificate of incorporation or bylaws of the Company, (b) contravene or result in any conflict with or constitute a violation or breach of any provision of any Organizational Documents of Member Representativelaw, regulation, judgment, injunction, order or decree binding upon or applicable to the Company or any Subsidiary, (iic) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a breach or violation of or breach of, constitute a default under (or an event which with the giving of notice or the lapse of time or both would constitute a default under) or give any Governmental Authority rise to a right of termination, amendment, cancellation or other Person the right to exercise any remedy or obtain relief under, any provision acceleration of any Applicable Law right or Order to which Member Representative, obligation of the Company or any of the properties Subsidiary or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the to a loss of any benefit to which Member Representative the Company or any Subsidiary is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice approval or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, authorization under any provision of any Contract material agreement, contract or other instrument binding upon Member Representative the Company or any Subsidiary or any of its assetstheir respective assets (including any license, franchise, permit or other similar authorization held by the Company or any Subsidiary) or (vd) result in the creation or imposition of any Lien on any asset of Member Representativethe Company or any Subsidiary, except for such contraventions, conflicts or violations referred to in clause (vib) with the passage and breaches, violations, defaults, rights of timetermination, the giving of notice cancellation or the taking of any action by another Personacceleration, have any of the effects described losses, Liens or other occurrences referred to in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iii), (iv), (vc) and (vid) asthat in the aggregate would not, do not and or would not reasonably be expected to impair to, have a Material Adverse Effect or delay, prevent or delay the consummation of the Merger in any material respect, respect or otherwise prevent the ability of Member Representative to perform Company from performing its obligations under this Agreement in any material respect. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. The execution and delivery of this Agreement and the other Transaction Documents to which it is or will be Voting Agreement does not constitute a party or to consummate "Change of Control" under the Transactionsterms of that certain Certificate of Designation of Series A Cumulative Convertible Preferred Stock of the Company executed by the Company on December 15, 1995.

Non-Contravention. The Purchaser acknowledges that the Assets are subject to various claims and Liens, including those asserted by Bank of America, creditors asserting reclamation claims and others. Subject to receipt of the Sale Order, neither the execution, delivery and performance by Member Representative of this Agreement and the other Transaction Documents to which it is or will be a party, and nor the consummation by Member Representative of the Transactions, do not and will nottransactions contemplated herein will: (i) contravene, violate or be in conflict with any provision of Seller's articles of organization or bylaws; (ii) be in conflict with, or result in any violation constitute a default, however defined (or breach an event which, with the giving of any provision due notice or lapse of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach oftime, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief both, would constitute such a default), under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the acceleration of the maturity of, or give rise to any right of termination, modification, revocation, cancellation, imposition of fees or acceleration of, penalties under any permit or result in any other change license necessary for the operation of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative or any of its assets, Brooklyn Business; (viii) result in the creation or imposition of any Lien on Security Interest, conditional or installment sales agreement, claim, easement, right of way, tenancy (other than as relates to Purchaser Lease, as defined herein), covenant, encroachment, restriction or charge of any asset nature (whether or not of Member Representativerecord) (a "Lien"), upon the Assets, or any debt, obligation, contract, agreement or commitment to or by which the Assets are or may be bound; or (viiv) with the passage of timeviolate any statute, the giving of notice treaty, law, judgment, writ, injunction, decision, decree, order, regulation, ordinance or the taking other similar authoritative matters (referred to herein individually as a "Law" and collectively as "Laws") of any action by another Personforeign, have any of the effects described in clauses federal, state or local governmental or quasi-governmental, administrative, regulatory or judicial court, department, commission, agency, board, bureau, instrumentality or other authority (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iiireferred to herein individually as an "Authority" and collectively as "Authorities"), (iv), (v) and (vi) as, do not and would not reasonably be expected to impair or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or to consummate the Transactions.

Non-Contravention. The Except as set forth in Section 3.05 of the Company Disclosure Schedule, the execution, delivery and performance by Member Representative the Company of this Agreement and the other each Transaction Documents Document to which it is or will be a partyparty do not, and the consummation by Member Representative of the Transactions, do not and transactions contemplated hereby or thereby will not: (i) contravene, conflict withwith or violate the Company Charter Documents or Subsidiary Charter Documents; (ii) subject to obtaining the adoption of this Agreement by the Company's stockholders as contemplated in Section 6.04 and obtaining all the consents, approvals and authorizations specified in clauses (i) through (vii) of Section 3.04, contravene or result in any conflict with or constitute a violation or breach of any provision of any Organizational Documents of Member Representativelaw, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedulestatute, contraveneordinance, conflict with or result in a violation or breach ofrule, code, or give regulation of any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative("Law"), or any outstanding order, writ, judgment, injunction, ruling, determination, award or decree by or with any Governmental Authority ("Order") binding upon or applicable to the Company or its Subsidiaries or by which any of the their respective properties are bound or assets owned or used by Member Representative, is subject, affected; (iii) contravenesubject to obtaining all the consents, conflict with, violate or result approvals and authorizations and compliance with the matters referred to in the loss clauses (i) through (vii) of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person underSection 3.04, constitute a default under(or an event which with notice, conflict with, result in the lapse of time or both would become a breach of, default) under or cause or permit the give rise to a right of termination, modification, revocation, cancellation, modification or acceleration of, or result in any other change of any right or obligation or of the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative Company or any of its assetsSubsidiaries, or cause increased liability or fees or to the loss of a material benefit or imposition of a penalty under (vA) any Company Material Contract (but, for purposes hereof, without regard to the dollar thresholds set forth in the definition thereof) or (B) any Company Permit; or (iv) result in the creation or imposition of any Lien mortgage, lien, right of first refusal, pledge, claim, license, charge, limitation in voting rights, encumbrance or other security interest (collectively, the "Liens") on any asset of Member Representative, the Company or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02its Subsidiaries, with only such exceptions other than, in the case of clauses (iiiii), (iii) or (iv), (v) and (vi) asany such contraventions, do conflicts, violations, defaults, rights of termination, cancellation, modification, acceleration or other occurrences or Liens that have not had and would not not, individually or in the aggregate, reasonably be expected to impair or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be have a party or to consummate the TransactionsCompany Material Adverse Effect.

Non-Contravention. The execution, delivery and performance by Member Representative Scripps and its Subsidiaries of this Agreement and the other Transaction Documents Agreements to which it is they are or will be a party, party and the consummation by Member Representative of the Transactions, Transactions do not and will not: not (ia) contravene, conflict with, or result in any violation or breach of any provision of any the Organizational Documents of Member RepresentativeScripps or any such Subsidiary, (iib) other than with respect to assuming compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedulematters referred to in Section 7.03, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, of any provision of any Applicable Law or Order Law, (c) assuming compliance with the matters referred to which Member Representative, or any in Section 7.03 and except as set forth on Section 7.03 of the properties or assets owned or used by Member RepresentativeScripps Disclosure Schedule, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice Consent or other action by any Person under, constitute a default default, or an event that, with or without notice or lapse of time or both, would constitute a default, under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, acceleration or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative Scripps or any of its Subsidiaries is entitled under, under any provision of any Contract or other instrument binding upon Member Representative Scripps or any of its assetsSubsidiaries or any franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Scripps or any of its Subsidiaries or (vd) result in the creation or imposition of any Lien on any asset of Member Representative, Scripps or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02its Subsidiaries, with only such exceptions exceptions, in the case of each of clauses (iiib) through (d), (iv), (v) and (vi) as, do not and as would not be reasonably be expected to have, individually or in the aggregate, a Scripps Material Adverse Effect or prohibit or impair or delay, in any material respect, delay the ability of Member Representative to perform Scripps or any of its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or Subsidiaries to consummate the Transactions.

Non-Contravention. The execution, execution and delivery and performance by Member Representative the Company of this Agreement do not, and the other Transaction Documents to which it is or will be a party, performance by the Company of its obligations hereunder and the consummation by Member Representative the Company of the Transactions, do not and transactions contemplated hereby will not: , (ia) contravene, conflict with, with or result in any violation or breach of violate any provision of any Organizational Documents the Certificate of Member Representative, (ii) other than with respect to compliance with any applicable requirements Incorporation or Bylaws of the HSR Act (which such requirements have been fulfilled Company, as of in effect on the date hereof, or any equivalent organizational or governing documents of any of its Subsidiaries as in effect on the date hereof, (b) assuming that all consents, approvals authorizations and other actions described in Section 4.03 have been obtained prior to the Effective Time and all filings and notifications described in Section 4.03 have been made and any liquor licenses set forth on Schedule 4.22 of waiting periods thereunder have terminated or expired prior to the Disclosure Schedule, contraveneEffective Time, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of violate any Applicable Law applicable to the Company or Order to of its Subsidiaries or by which Member Representative, any property or asset of the Company or any of the properties its Subsidiaries is bound or assets owned (c) require any consent or used by Member Representativeapproval under, is subject, (iii) contravene, conflict with, violate or result in the any breach of or any loss of any benefit to under, or constitute a default (or an event which Member Representative is entitled with notice or lapse of time or both would become a default) under, or give to others any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the of termination, modificationamendment, revocation, cancellation, acceleration or acceleration cancellation of, or result in any other change the creation of any right Liens on any property or obligation or asset of the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative Company or any of its assetsSubsidiaries pursuant to, any note, bond, mortgage, indenture, lease, license, permit, franchise, contract, agreement or other instrument or obligation (veach, a “Contract”) result in to which the creation Company or imposition of any Lien on any asset of Member Representative, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in its Subsidiaries is a party or by which any of their respective properties or assets are bound, except, with respect to clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iii), (iv), (vb) and (vi) asc), do not and for such conflicts, violations, breaches, defaults or other occurrences that would not reasonably be expected to impair or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be have a party or to consummate the TransactionsCompany Material Adverse Effect.

Non-Contravention. The execution, execution and delivery and performance by Member Representative of this ----------------- Agreement and the other Transaction Documents to which it is or will be a partydo not, and the consummation by Member Representative of the Transactions, do not transactions contemplated hereby and compliance with the provisions hereof will not: (i) contravene, conflict with, or result in any violation of, or breach 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 the loss of any Organizational Documents of Member Representativea material benefit under, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision creation of any Applicable Law or Order to which Member Representative, or Liens (as hereinafter defined) upon any of the properties or assets owned of Parent or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled Acquiror under, any provision of (i) the Articles of Incorporation or Bylaws of Parent or Acquiror, (ii) any Contract loan or credit agreement, note, bond, mortgage, indenture, lease or other instrument binding upon Member Representative agreement, instrument, permit, concession, franchise or license applicable to Parent or Acquiror or any of its their properties or assets or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or Acquiror or any of their properties or assets, (v) result in the creation or imposition of any Lien on any asset of Member Representativeother than, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (ii) or (iii), (iv)any such conflicts, (v) and (vi) asviolations, do not and defaults, rights, or Liens that, individually or in the aggregate, would not reasonably be expected to impair have a Material Adverse Effect (as hereinafter defined) on Parent or delayAcquiror or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No filing or registration with, or authorization, consent or approval of, any domestic (federal, state or local), foreign or supranational court, commission, governmental body, regulatory or administrative agency, authority or tribunal (a "Governmental Entity") is required to be made or obtained by Parent or Acquiror in any material respect, connection with the ability execution and delivery of Member Representative to perform its obligations under this Agreement by Parent or Acquiror or the consummation by Acquiror or Parent of the transactions contemplated hereby, except for (i) in connection or in compliance with the Exchange Act, (ii) the filing of the Articles of Merger with the Corporation Commission and appropriate documents with the relevant authorities of other Transaction Documents states in which the Company is qualified to do business, (iii) such filings and approvals as may be required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Improvements Act of 1976, as amended (the "HSR Act"), (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states or the Nasdaq National Market, and (v) such other consents, orders, authorizations, registrations, declarations and filings the failure of which it is to be obtained or will made would not reasonably be expected to have, individually or in the aggregate, a party or to consummate the TransactionsMaterial Adverse Effect on Acquiror.

Non-Contravention. Neither the Company nor any of the Subsidiaries is in breach or violation of or in default under (nor has any event occurred which, with notice, lapse of time or both, would reasonably be expected to result in any breach or violation of, constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) (A) its charter or bylaws or similar governing documents, or (B) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any material license, lease, contract or other agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, or (C) any U.S. or Russian federal, state, local or foreign law, regulation or rule, or (D) any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority having jurisdiction over the Company or the Subsidiaries (including, without limitation, the rules and regulations of the Nasdaq Global Market), or (E) any decree, judgment or order applicable to it or any of its properties, except in the case of the foregoing clauses (B), (C), (D) and (E), for any such breaches, violations, defaults or events that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; The execution, delivery and performance by Member Representative of this Agreement Agreement, the issuance and sale of the other Transaction Documents to which it is or will be a party, Shares and the consummation by Member Representative of the Transactions, do transactions contemplated hereby will not and will not: (i) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in any breach or violation of or constitute a breach ofdefault under (nor constitute any event which, with notice, lapse of time or cause or permit the terminationboth, modification, revocation, cancellation, or acceleration of, or would reasonably be expected to result in any other change breach or violation of, constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or obligation repayment of all or the loss a part of any benefit to which Member Representative is entitled such indebtedness under, any provision of any Contract ) (or other instrument binding upon Member Representative or any of its assets, (v) result in the creation or imposition of any Lien a lien, charge or encumbrance on any asset property or assets of Member Representativethe Company or any Subsidiary pursuant to) (A) the charter or bylaws of the Company or similar organizational documents of any of the Subsidiaries, or (viB) with any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the passage of time, the giving of notice Company or the taking of any action by another Person, have any of the effects described in clauses Subsidiaries is a party or by which any of them or any of their respective properties is subject, or (iC) through any U.S. or Russian federal, state, local or foreign law, regulation or rule, or (vD) any rule or regulation of this Section 5.02any self-regulatory organization or other non-governmental regulatory authority having jurisdiction over the Company or the Shares (including, with only such exceptions without limitation, the rules and regulations of the Nasdaq Global Market), or (E) any decree, judgment or order applicable to the Company or any of the Subsidiaries or any of their respective properties, except in the case of the foregoing clauses (iiiB), (ivC), (vD) and (vi) asE), do not and for any such breaches, violations, defaults, repurchases, redemptions, repayments or events that would not not, individually or in the aggregate, reasonably be expected to impair or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be have a party or to consummate the TransactionsMaterial Adverse Effect.

Non-Contravention. The None of (A) the offering, issuance or sale by the Partnership of the Units, (B) the execution, delivery and performance by Member Representative of this the Underwriting Agreement and the Operative Agreements by the EQT Entities that are parties thereto, (C) the consummation of the Transactions and any other transactions contemplated by the Underwriting Agreement or the Transaction Documents to which it is by the EQT Entities or will be a party(D) the application of the proceeds as described under the caption “Use of Proceeds” in the Registration Statement, the Disclosure Package and the consummation by Member Representative of the TransactionsProspectus, do not and will not: (i) contravene, conflict with, constitutes or result in any will constitute a violation or breach of any provision of any the Organizational Documents of Member Representativeany of the Delaware EQT Entities, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with constitutes or result in will constitute a breach or violation or breach of, or give any Governmental Authority a default (or other Person the right to exercise any remedy an event that, with notice or obtain relief underlapse of time or both, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iiiwould constitute such a default) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative or any of its assets, (v) will result in the creation or imposition of any Lien upon any property or assets of any of the EQT Entities (other than Liens created pursuant to the New Credit Agreement) under, any agreement or other instrument filed as an exhibit to the Registration Statement (other than the agreements listed on any asset of Member RepresentativeAnnex B hereto) or the EQT Credit Agreement, or (viiii) with violates or will violate the passage of timeDelaware LP Act, the giving of notice Delaware LLC Act, the DGCL or the taking of any action by another Personfederal law, have any of the effects described in clauses (i) through (v) of this Section 5.02which conflicts, with only such exceptions breaches, violations, defaults or Liens, in the case of clauses (ii) or (iii), (iv)would, (v) and (vi) asindividually or in the aggregate, do not and would not reasonably be expected likely to have a Material Adverse Effect or materially impair or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or EQT Entities to consummate the TransactionsTransactions or any other transactions provided for in the Underwriting Agreement or the Transaction Documents; provided, however, that such counsel need express no opinion in this paragraph 15 with respect to federal or state securities laws and other anti-fraud laws.

Non-Contravention. Neither the Company nor any of the Subsidiaries is in breach or violation of or in default under (nor has any event occurred which, with notice, lapse of time or both, would reasonably be expected to result in any breach or violation of, constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) (A) its charter or bylaws or similar governing documents, or (B) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any material license, lease, contract or other agreement or instrument to which it is a party or by which it or any of its properties may be bound or effected, or (C) any U.S. or Russian federal, state, local or foreign law, regulation or rule, or (D) any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority having jurisdiction over the Company or the Subsidiaries (including, without limitation, the rules and regulations of the Nasdaq Global Market), or (E) any decree, judgment or order applicable to it or any of its properties, except in the case of the foregoing clauses (B), (C), (D) and (E), for any such breaches, violations, defaults or events that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; The execution, delivery and performance by Member Representative of this Agreement Agreement, the issuance and sale of the other Transaction Documents to which it is or will be a party, Shares and the consummation by Member Representative of the Transactions, do transactions contemplated hereby will not and will not: (i) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in any breach or violation of or constitute a breach ofdefault under (nor constitute any event which, with notice, lapse of time or cause or permit the terminationboth, modification, revocation, cancellation, or acceleration of, or would reasonably be expected to result in any other change breach or violation of, constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or obligation repayment of all or the loss a part of any benefit to which Member Representative is entitled such indebtedness under, any provision of any Contract ) (or other instrument binding upon Member Representative or any of its assets, (v) result in the creation or imposition of any Lien a lien, charge or encumbrance on any asset property or assets of Member Representativethe Company or any Subsidiary pursuant to) (A) the charter or bylaws of the Company or similar organizational documents of any of the Subsidiaries, or (viB) with any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the passage of time, the giving of notice Company or the taking of any action by another Person, have any of the effects described in clauses Subsidiaries is a party or by which any of them or any of their respective properties is subject, or (iC) through any U.S. or Russian federal, state, local or foreign law, regulation or rule, or (vD) any rule or regulation of this Section 5.02any self-regulatory organization or other non-governmental regulatory authority having jurisdiction over the Company or the Shares (including, with only such exceptions without limitation, the rules and regulations of the Nasdaq Global Market), or (E) any decree, judgment or order applicable to the Company or any of the Subsidiaries or any of their respective properties, except in the case of the foregoing clauses (iiiB), (ivC), (vD) and (vi) asE), do not and for any such breaches, violations, defaults, repurchases, redemptions, repayments or events that would not not, individually or in the aggregate, reasonably be expected to impair or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be have a party or to consummate the TransactionsMaterial Adverse Effect.

Non-Contravention. The execution, None of the execution or delivery and performance by Member Representative of this Agreement and or the other Transaction Documents or the consummation of the Transactions will, directly or indirectly (with or without notice or the lapse of time, or both): (a) conflict with or result in any breach of or violate any provision of the Organizational Documents of the Company; (b) conflict with or result in any breach of or violate or constitute a default under, give rise to any right of termination, cancellation, modification, amendment, revocation, suspension or acceleration under, materially impair the rights of the Company or any of the assets or properties of the Company, or give rise to any preferential purchase right, right of first refusal, right of first offer or similar right under, any of the terms, conditions or provisions of any Contract to which it the Company is a party or will be a party, and the consummation by Member Representative which any property or asset of the TransactionsCompany is bound or affected; (c) assuming compliance with the matters referred to in Section 5.3, do not and will not: conflict with or violate any Law to which the Company is subject or by which any of the Company’s properties or assets are bound; (id) constitute (with or without the giving of notice or the passage of time or both) an event which would result in the creation of any Lien (other than Permitted Liens) on any asset or properties of the Company; or (e) assuming compliance with the matters referred to in Section 5.3, contravene, conflict with, or result in any a violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such terms or requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Permit that is held by Member Representativethe Company, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach that otherwise relates to the business of, or cause any of the assets owned or permit used by, the Company; except, in the cases of clauses (b), (c), (d) and (e) for such defaults, violations or rights of termination, modification, revocation, cancellation, or acceleration ofamendment, or result in any other change of any right acceleration, or obligation Liens, as would not, individually or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative or any of its assets, (v) result in the creation or imposition of any Lien on any asset of Member Representativeaggregate, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iii), (iv), (v) and (vi) as, do not and would not reasonably be expected to impair or delay, in any be material respect, to the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or to consummate the TransactionsCompany.

Non-Contravention. (a) The execution, execution and delivery and performance by Member Representative of this Agreement by each of Parent and the other Transaction Documents to which it is or will be a partyMerger Sub do not, and the consummation by Member Representative of the Transactions, do not Merger and the other transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not: , in the case of each of the following clauses (i), (ii), and (iii), assuming compliance with the matters and requirements referred to in Section 4.03(b)(i): (i) contravene, violate or conflict with, with the organizational documents of Parent or result in any violation or breach of any provision of any Organizational Documents of Member Representative, Merger Sub; (ii) other than with respect to compliance violate or conflict with any Law applicable requirements to Parent, Merger Sub or any of the HSR Act their respective properties or assets; or (which such requirements have been fulfilled as of the date hereofiii) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contraveneviolate, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under(or an event that, conflict withwith notice or lapse of time or both, result in would constitute a breach of, default) under or cause give rise to any obligation to obtain any third-party consent or permit the termination, modification, revocation, cancellation, or acceleration of, or result in provide any other change of notice to any right or obligation or the loss of any benefit to which Member Representative is entitled person under, any provision of the terms, conditions or provisions of any Governmental Authorization or Contract to which Parent or other instrument binding upon Member Representative or any of its assetsMerger Sub is a party except, (v) result in the creation or imposition of any Lien on any asset of Member Representative, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in respect to clauses (iii) through (v) of this Section 5.02, with only such exceptions in the case of clauses and (iii), (iv)such violations, (v) and (vi) asconflicts, do not and breaches, defaults, consents or notices that would not reasonably be expected to impair have, individually or delayin the aggregate, a Parent Material Adverse Effect. (b) No declaration, action by, filing or registration with, or notice to, or authorization, permit, consent or approval, of any Governmental Authority is required to be obtained or made by or with respect to Parent or Merger Sub in connection with the execution and delivery of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Merger or the other transactions contemplated by this Agreement, including the Debt Financing, except (i) (A) for the filing of a premerger notification and report form by Parent and Merger Sub under the HSR Act and the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under any material respectForeign Merger Control Laws, (B) for the submission of a Joint Notice to CFIUS pursuant to Exon-▇▇▇▇▇▇, (C) as may be required by the Securities Act, the ability of Member Representative to perform its obligations under this Agreement Exchange Act and the other Transaction Documents rules and regulations thereunder and state securities, takeover and “blue sky” laws, (D) for the filing of the Articles of Merger with the SCC and the issuance of a certificate of merger by the SCC pursuant to which it is the VSCA; or will (ii) where the failure to make such declaration, filing or registration or notifications to obtain such authorization, permits, consents or approvals, would not, individually or in the aggregate, reasonably be expected to have a party or to consummate the TransactionsParent Material Adverse Effect.

Non-Contravention. The execution, delivery and performance by Member Representative Acquiror and Acquiror Sub of this Agreement and the other Transaction Documents to which it is or will be a partyAgreement, and the consummation by Member Representative of the TransactionsMerger, do not and will not: not (i) contraveneviolate any provision of the certificate of formation or limited liability company agreement or other organizational documents of Acquiror or Acquiror Sub, conflict with(ii) assuming the receipt or making of all Acquiror Required Consents with respect to Persons that are not Government Entities, violate, or result in any violation the breach of, or breach constitute a default under, or result in the termination, cancellation, modification or acceleration (whether after the filing of notice or the lapse of time or both) of any provision right or obligation of any Organizational Documents of Member RepresentativeAcquiror or Acquiror Sub under, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, Acquiror or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative Acquiror Sub is entitled under, any provision contract, agreement or arrangement to which it is a party, or result in the creation of any Contract or other instrument binding Encumbrance upon Member Representative or any of its assets, or (viii) subject to compliance with the HSR Act, and assuming the receipt or making of all Acquiror Required Consents with respect to Government Entities and of all Company Required Consents, violate or result in the creation a breach of or imposition of constitute a default under any Lien on any asset of Member RepresentativeLaw to which Acquiror or Acquiror Sub is subject, or (vi) with the passage of timeother than, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses clause (iiiii), (iv)violations, (v) and (vi) asbreaches, do not and defaults, terminations, cancellations, modifications, accelerations or Encumbrances that, individually or in the aggregate, would not reasonably be expected to impair or delay, in any material respect, the delay Acquiror’s or Acquiror Sub’s ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or to consummate the Transactionshereunder.

Non-Contravention. The execution, execution and delivery and performance by Member Representative of this Agreement by the Corporation and the other Transaction Documents to which it is or will be a party, performance by the Corporation of its obligations hereunder and under the consummation by Member Representative of the Transactions, Series C Preferred Stock Designation do not and will not: not (i) contravene, conflict with, or result in any violation or breach of violate any provision of any Organizational Documents the Certificate or the bylaws of Member Representativethe Corporation as currently in effect (the “Bylaws”), (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach ofof any law, or give any Governmental Authority rule, regulation, order, judgment, injunction, decree or other Person the right to exercise any remedy or obtain relief under, any provision restriction of any Applicable Law court or Order governmental authority to which Member Representative, the Corporation or any of the properties or assets owned or used by Member Representative, its subsidiaries is subject, or by which any property or asset of the Corporation or any of its subsidiaries is bound or affected, (iii) contravenerequire any permit, conflict authorization, consent, approval, exemption or other action by, notice to or filing with, violate any court or result in other federal, state, local or other governmental authority or other Person (except for the loss consents set forth on Schedule 2.02(c) hereto, all have which have been obtained and not rescinded or revoked and copies of any benefit which have been furnished to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member RepresentativeStockholders), (iv) require any consent, waiver, notice or other action by any Person under, constitute a default underviolate, conflict with, result in a material breach of, or cause constitute (with or permit the terminationwithout notice or lapse of time or both) a material default under, or an event which would give rise to any right of notice, modification, revocationacceleration, cancellationpayment, cancellation or termination under, or acceleration of, or result in any other change of manner release any right or party thereto from any obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract permit or other instrument binding upon Member Representative contract to which the Corporation or any of its assets, subsidiaries is a party or by which any of its properties or assets are bound or (v) result in the creation or imposition of any Lien on any asset part of Member Representativethe properties or assets of the Corporation or any of its subsidiaries. Without limiting the foregoing, or (viand except as set forth on Schedule 2.02(e) with the passage of timehereto, the giving of notice Corporation is not a party or the taking of subject to any action by another Personcontract, have any of the effects described in clauses (i) through (v) of this Section 5.02agreement, with only such exceptions in the case of clauses (iii), (iv), (v) and (vi) as, do not and instrument or arrangement that would not reasonably be expected to impair or delay, in any material respect, adversely affect the ability of Member Representative the Corporation to perform its obligations under this Agreement and the other Transaction Documents Series C Preferred Stock Designation, including its obligations to which it is pay dividends, redeem shares of Series C Preferred Stock, or will be a party or to consummate the Transactionsissue any Conversion Shares thereunder.

Non-Contravention. The executionExcept as set forth in Schedule 4.01(e), the execution and delivery by ▇▇▇▇▇ Corning and performance by Member Representative each of this Agreement its Subsidiaries of the Transaction Documents (and the other Transaction Documents performance of the transactions contemplated thereby) to which it ▇▇▇▇▇ Corning or such Subsidiary is a party or will be a party, and the consummation by Member Representative which any of the Transactions, them is bound do not and will not: shall not (ii)(A) contravenecontravene or conflict with the charter, bylaws or other organizational documents of ▇▇▇▇▇ Corning, such Subsidiary, any of ▇▇▇▇▇ Corning’s Combined Transferors or any OC Contributed Subsidiary, (B) assuming compliance with the matters referred to in Section 4.01(d), contravene or conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in constitute a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision provisions of any Applicable Law binding upon ▇▇▇▇▇ Corning, such Subsidiary, any of ▇▇▇▇▇ Corning’s Combined Transferors or Order any OC Contributed Subsidiary that is applicable to which Member Representative▇▇▇▇▇ Corning’s Business, or any of (C) assuming compliance with the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result matters referred to in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person underSection 4.01(d), constitute a default under, conflict with, result in a breach of, or cause or permit the give rise to any right of termination, modification, revocation, cancellation, cancellation or acceleration of, or result in any other change of any right or obligation or the to a loss of any benefit relating to ▇▇▇▇▇ Corning’s Business to which Member Representative ▇▇▇▇▇ Corning or any of its Subsidiaries is entitled under, any provision of any Contract or other instrument binding upon Member Representative ▇▇▇▇▇ Corning or any of its assetsSubsidiaries and relating to ▇▇▇▇▇ Corning’s Business or by which any of the OC Contributed Assets is or may be bound (including any Contract included in the OC Contributed Assets) or any license, franchise, permit or similar authorization held by ▇▇▇▇▇ Corning or any of its Subsidiaries relating to ▇▇▇▇▇ Corning’s Business except, in the case of clauses (vB) and (C), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that could not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇ Corning’s Business or (ii) result in the creation or imposition of any Lien on any asset of Member RepresentativeOC Contributed Asset, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iii), (iv), (v) and (vi) as, do not and would not reasonably be expected to impair or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or to consummate the Transactionsthan Permitted Liens.

Non-Contravention. The execution, delivery and performance by Member Representative of this Agreement Agreement, the consummation of the transactions contemplated herein and in the Registration Statement, the Preliminary Prospectus and the other Transaction Documents to which it is or will be a partyProspectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Preliminary Prospectus and the Prospectus under the caption “Use of Proceeds”), and compliance by the consummation Triangle Entities with their obligations hereunder have been duly authorized by Member Representative all necessary corporate action, have been effected in accordance with Section 23(b) of the Transactions, 1940 Act (applicable to BDCs pursuant to Section 63 thereof) and do not and will not: , whether with or without the giving of notice or passage of time or both, (i) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause default or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled Repayment Event (as defined herein) under, any provision of any Contract the Agreements and Instruments or other instrument binding upon Member Representative or any of its assets, (v) result in the creation or imposition of any Lien on lien, charge or encumbrance upon any asset property or assets of Member Representativea Triangle Entity pursuant to the terms of the Agreements and Instruments (except to the extent that such breaches, defaults or creations or impositions would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect), (ii) result in any violation of the provisions of the Organizational Documents of either Triangle Entity, each as amended from time to time, or (viiii) with the passage of time, the giving of notice or the taking result in any violation of any action by another Personstatute, have law, rule, regulation, filing, judgment, order, injunction, writ or decree applicable to the Triangle Entity or any of its assets, properties or operations (except to the effects described in clauses (i) through (v) of this Section 5.02extent that such violations would not, with only such exceptions individually or in the case aggregate, be reasonably likely to have a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of clauses any note, debenture or other evidence of indebtedness (iii)or any person acting on such holder’s behalf) the right to require the repurchase, (iv)redemption or repayment of all or a portion of such indebtedness by a Triangle Entity, (v) and (vi) as, do not and would not reasonably be expected to impair or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or to consummate the Transactionsas applicable.

Non-Contravention. Neither the Company nor any of the Subsidiaries is in breach or violation of or in default under (nor has any event occurred which, with notice, lapse of time or both, would reasonably be expected to result in any breach or violation of, constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) (A) its charter or bylaws or similar governing documents, or (B) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any material license, lease, contract or other agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, or (C) any U.S. federal, state, local or foreign law, regulation or rule, or (D) any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority having jurisdiction over the Company or the Subsidiaries (including, without limitation, the rules and regulations of the Nasdaq Global Market), or (E) any decree, judgment or order applicable to it or any of its properties, except in the case of the foregoing clauses (B), (C), (D) and (E), for any such breaches, violations, defaults or events that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; The execution, delivery and performance by Member Representative of this Agreement Agreement, the issuance and sale of the other Transaction Documents to which it is or will be a party, Shares and the consummation by Member Representative of the Transactions, do transactions contemplated hereby will not and will not: (i) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in any breach or violation of or constitute a breach ofdefault under (nor constitute any event which, with notice, lapse of time or cause or permit the terminationboth, modification, revocation, cancellation, or acceleration of, or would reasonably be expected to result in any other change breach or violation of, constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or obligation repayment of all or the loss a part of any benefit to which Member Representative is entitled such indebtedness under, any provision of any Contract ) (or other instrument binding upon Member Representative or any of its assets, (v) result in the creation or imposition of any Lien a lien, charge or encumbrance on any asset property or assets of Member Representativethe Company or any Subsidiary pursuant to) (A) the charter or bylaws of the Company or similar organizational documents of any of the Subsidiaries, or (viB) with any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the passage of time, the giving of notice Company or the taking of any action by another Person, have any of the effects described in clauses Subsidiaries is a party or by which any of them or any of their respective properties is subject, or (iC) through any U.S. federal, state, local or foreign law, regulation or rule, or (vD) any rule or regulation of this Section 5.02any self-regulatory organization or other non-governmental regulatory authority having jurisdiction over the Company or the Shares (including, with only such exceptions without limitation, the rules and regulations of the Nasdaq Global Market), or (E) any decree, judgment or order applicable to the Company or any of the Subsidiaries or any of their respective properties, except in the case of the foregoing clauses (iiiB), (ivC), (vD) and (vi) asE), do not and for any such breaches, violations, defaults, repurchases, redemptions, repayments or events that would not not, individually or in the aggregate, reasonably be expected to impair or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be have a party or to consummate the TransactionsMaterial Adverse Effect.

Non-Contravention. The execution, execution and delivery and performance by Member Representative of this Agreement by the Sellers and the other Transaction Documents to which it is or will be a partyCompany do not, and the consummation by Member Representative the Sellers and the Company of the Transactions, do not and transactions contemplated hereby on their part will not: , constitute or result in (i) contravene, conflict witha breach or violation of, or result in a default under, the articles of incorporation or by-laws (or comparable constitutional documents) of the Company, any violation Subsidiary or breach of any provision of any Organizational Documents of Member Representative, Seller that is not a natural person or (ii) other than with respect subject to compliance with any applicable requirements of obtaining the HSR Act consents referred to in Section 3.1(e) as being required hereunder (which such requirements have been fulfilled as of the date hereof) and any liquor licenses including those set forth on Schedule 4.22 of 3.1(e)) and the Disclosure ScheduleLease Consents, contravene, conflict with a breach or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss acceleration of any benefit to which Member Representative is entitled under, any provision or the creation of any Contract or other instrument binding upon Member Representative an Encumbrance on assets of the Company or any of its assets, Subsidiary (v) result in the creation with or imposition of any Lien on any asset of Member Representative, or (vi) with the passage of time, without the giving of notice or the taking lapse of time) pursuant to, (A) any action right or obligation of the Company or any Subsidiary under any Contract, or (B) assuming compliance with the matters set forth in Section 4.1, any law, rule, ordinance or regulation or judgment, decree, order, award or governmental Permit, in either case to which the Company, any Subsidiary or any Seller, is subject or by another Person, have which any of them or their respective properties or assets is bound, except where, in all cases (other than those relating to the effects described in clauses articles of incorporation or by-laws (i) through (vor comparable constitutional documents) of this Section 5.02the Company or any Subsidiary, with only such exceptions in any Material Contract or any governmental Permit the case failure of clauses (iii), (iv), (v) and (vi) as, do not and which to maintain would not be reasonably be expected likely to impair or delay, in any material respect, the ability of Member Representative the Company or any Subsidiary to conduct its business substantially in the ordinary and usual course consistent with past practice), such breach, violation, default, acceleration or creation, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect, or would not be reasonably likely to prohibit or materially impair the Company's or the Sellers' ability to perform its their respective obligations under this Agreement and the other Transaction Documents to which it is or will be a party or to consummate the TransactionsAgreement.

Non-Contravention. The executionExcept as set forth on Section 3.4 of the Company Disclosure Letter and assuming compliance with the matters referred to in Section 3.3, the execution and delivery and performance by Member Representative the Company of this Agreement, the Tender Agreement and the other Transaction Documents to which it is or will be a party, and the consummation by Member Representative the Company of the Transactions, Transactions do not and will not: not (iwith or without notice or lapse of time, or both) (a) contravene, conflict with, with or result in any violation or breach of any provision of any the Organizational Documents of Member Representativethe Company or any of its Subsidiaries or, except as a result of an Adverse Recommendation Change in accordance with Section 5.3, any resolution adopted by the Company Board or a similar governing body of any of the Company’s Subsidiaries, (iib) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order applicable to which Member Representative, the Company or any of the properties or assets owned or used by Member Representative, is subjectits Subsidiaries, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (ivc) require any consent, waiver, notice consent or other action approval by any Person under, constitute a default underviolate, conflict with, result in any breach of or any loss of any benefit under, constitute a breach ofchange of control or default under, or an event that, with or without notice or lapse of time or both, would constitute a change of control or default under, or cause or permit the give others a right of termination, modificationvesting, revocationamendment, cancellation, cancellation or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract Company Material Contract, or other instrument binding upon Member Representative or any of its assets, (vd) result in the creation or imposition of any Lien (other than a Permitted Lien) on any asset of Member Representative, the Company or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02its Subsidiaries, with only such exceptions except in the case of clauses (iiib), (ivc), (v) and (vid) asabove, do not and as would not reasonably have, individually or in the aggregate, a Company Material Adverse Effect. If the Company or any of its Subsidiaries receives any written notice or other written communication from any Person after the date of this Agreement alleging that the consent, approval, permission or of waiver from such Person is or may be expected to impair or delay, required in any material respectconnection with the Transactions, the ability Company shall notify Parent of Member Representative to perform its obligations under this Agreement and such writtennotice or other written communications within one (1) Business Day following the other Transaction Documents to which it is or will be a party or to consummate the Transactionsreceipt thereof.

Non-Contravention. The execution, delivery and performance by Member Representative the Seller of this Agreement its obligations hereunder and under each of the other Transaction Documents to which it is or will be a party, and the consummation by Member Representative of the TransactionsTransaction contemplated hereby and thereby (including for the avoidance of doubt, do the transactions contemplated by the Voting Agreements and the Transition Services Agreement), will not and will not: (ia) contraveneviolate, conflict with, with or result in any violation or the breach of any provision of any Organizational Documents the Seller’s Certificate of Member RepresentativeIncorporation or Bylaws, (iib) result in the violation by the Seller of any statute, law, rule, regulation or ordinance (collectively, “Laws”), or any judgment, decree, order, writ, permit or license (collectively, “Orders”) of any court, tribunal, arbitrator, authority, agency, commission, official or other than with respect to compliance with any applicable requirements instrumentality of the HSR Act United States, any foreign country or any domestic or foreign state, county, city or other political subdivision anywhere in the world (which a “Governmental or Regulatory Authority”), applicable to the Seller or any of its assets or properties, except for such requirements violations that would not reasonably be expected to have been fulfilled as of a Material Adverse Effect, or (c) if the date hereof) consents and any liquor licenses notices set forth on Schedule 4.22 Section 3.7.2 of the Seller Disclosure ScheduleLetter are obtained, contravenegiven or waived, conflict with or with, result in a violation or breach of, constitute (with or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, without notice or other action by any Person under, constitute lapse of time or both) a default under, conflict withor (except as set forth on Section 3.7.2 of the Seller Disclosure Letter) (i) require the Seller to obtain any consent, approval or action of, make any filing with or give any notice to, (ii) result in a breach ofor give to any Person any right of payment or reimbursement, or cause or permit the termination, modification, revocation, cancellation, modification or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative or any of its assets, (viii) result in the creation or imposition of any Lien on any asset of Member Representative, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have upon any of the effects described CSO Assets, in clauses each case, under any of the terms, conditions or provisions of any CSO Personal Property Lease, CSO Client Contract or Assumed CSO Contract to which the Seller is a party or by which the Seller or any of its assets or properties are bound, except in the case of clause (i) through (vc) of this Section 5.023.7.1, with only for any such exceptions conflict, violation or breach which would not, individually or in the case of clauses (iii)aggregate, (iv), (v) and (vi) as, do not and would not reasonably be expected material to impair or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or to consummate the TransactionsCommercial Services Business.

Non-Contravention. (a) The execution, delivery and performance by Member Representative the Company of this Agreement and Agreement, the other Transaction Documents to which it is or will be a partyAmended Warrant, and the consummation by Member Representative of the Transactionstransactions contemplated hereby and thereby, do and compliance by the Company with the provisions hereof and thereof, will not and will not: (iA) contraveneviolate, conflict with, or result in any violation or a breach of any provision of, or constitute a default (or an event which, with notice or lapse of any Organizational Documents of Member Representativetime or both, (iiwould constitute a default) other than with respect to compliance with any applicable requirements of under, or result in the HSR Act (which such requirements have been fulfilled as of termination of, or accelerate the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Scheduleperformance required by, contravene, conflict with or result in a violation right of termination or breach acceleration of, or give result in the creation of, any Governmental Authority lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company Subsidiary under any of the terms, conditions or provisions of (i) subject to the approvals of the Company's stockholders, its organizational documents or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other Person the right to exercise any remedy instrument or obtain relief under, any provision of any Applicable Law or Order obligation to which Member Representativethe Company or any Company Subsidiary is a party or by which it or any Company Subsidiary may be bound, or to which the Company or any Company Subsidiary or any of the properties or assets owned of the Company or used by Member Representative, is any Company Subsidiary may be subject, or (iiiB) contravene, conflict withsubject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or result in regulation or any judgment, ruling, order, writ, injunction or decree applicable to the loss of Company or any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative Company Subsidiary or any of its assetstheir respective properties or assets except, (v) result in the creation or imposition of any Lien on any asset of Member Representative, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iii), (iv), (vA)(ii) and (vi) asB), do for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to impair have a Company Material Adverse Effect. (b) Other than the filing of the New Certificate of Designations with the Delaware Secretary of State, any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or delayobtained under any state “blue sky” laws and such consents and approvals that have been made or obtained, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Exchange except for any material respectsuch notices, filings, exemptions, reviews, authorizations, consents and approvals the ability failure of Member Representative which to perform its obligations under make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents consummation of the transactions contemplated hereby (including for this purpose the consummation of the Exchange) and compliance by the Company with the provisions hereof will not (1) result in any payment (including any severance payment, payment of unemployment compensation, “excess parachute payment” (within the meaning of the Code), “golden parachute payment” (as defined in the EESA, as implemented by the Compensation Regulations) or forgiveness of indebtedness or otherwise) becoming due to which it is any current or former employee, officer or director of the Company or any Company Subsidiary from the Company or any Company Subsidiary under any benefit plan or otherwise, (2) increase any benefits otherwise payable under any benefit plan, (3) result in any acceleration of the time of payment or vesting of any such benefits, (4) require the funding or increase in the funding of any such benefits or (5) result in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust and (B) neither the Company nor any Company Subsidiary has taken, or permitted to be taken, any action that required, and no circumstances exist that will require the funding, or increase in the funding, of any benefits or resulted, or will be result, in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a party reversion of assets from any benefit plan or to consummate the Transactionsrelated trust.

Non-Contravention. The executionExcept as set forth in Schedule 4.4, neither the execution and delivery and performance by Member Representative of this Agreement and or any documents executed in connection herewith, nor the consummation of the transactions contemplated herein or therein, does or shall: (a) violate, conflict with, result in a breach of or require notice or consent, or decrease the rights of any of the Subject Companies or increase the rights of any third party, under (i) any Law, (ii) the certificate of formation, limited liability company agreement, board or member resolutions or other Transaction Documents governing documents or instruments of any of the Subject Companies or (iii) any provision of any agreement or instrument to which it any of the Subject Companies is or will be a party, and the consummation by Member Representative of the Transactions, do not and will not: ; (ib) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority Body or other Person the right to challenge any of such transactions or to exercise any remedy or obtain any relief under, any provision of any Applicable Law or Order Law, to which Member Representativeany of the Subject Companies, or any of the properties or assets owned or used by Member Representativeany of the Subject Companies, is subject, are bound; (iiic) contravene, conflict with, violate or result in the loss a violation of any benefit to which Member Representative is entitled underof the terms or requirements of, or give any Governmental Authority Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Permit license, permit, consent, approval, authorization, qualification, certificate, registration or order of any Governmental Body that is held by Member Representative, (iv) require any consent, waiver, notice of the Subject Companies or other action by any Person under, constitute a default under, conflict with, result in a breach that otherwise relates to the business of, or cause any of the assets owned or permit used by, any of the termination, modification, revocation, cancellation, Subject Companies; (d) otherwise require notice to or acceleration of, or result in any other change consent of any right Governmental Body, except for (i) any filing under the HSR Act; (ii) the filing of articles or obligation or certificates of merger with the loss Secretary of State of the States of Hawaii, Washington and Delaware; and (iii) any benefit filings required to which Member Representative is entitled under, any provision be made with and/or approvals to be obtained from the U.S. Coast Guard with respect to the transfer of any Contract or other instrument binding upon Member Representative or any of its assets, the Vessels; or (ve) result in the imposition or creation or imposition of any Lien on upon or with respect to the Equity Interests or any asset assets of Member Representative, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses Subject Companies; or (if) through (v) of this Section 5.02, with only such exceptions result in the case acceleration or mandatory prepayment of clauses (iii)any indebtedness, (iv)or any guaranty of any of the Subject Companies or afford any holder of any indebtedness, (v) and (vi) asor any beneficiary of any guaranty the right to require any of the Subject Companies to redeem, do not and would not reasonably be expected to impair purchase or delayotherwise acquire, in reacquire or repay any material respectindebtedness, the ability of Member Representative or to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or to consummate the Transactionsany guaranty.

Non-Contravention. The Except as disclosed in the Prospectus, the execution, delivery and performance of the Transaction Agreements by Member Representative of this Agreement and the other Transaction Documents to which it is or will be a party, Entities and the consummation by Member Representative of the Transactions, transactions contemplated hereby and thereby (including the issuance and sale of the Offered Securities and the use of the proceeds from the sale of the Offered Securities as described in the Prospectus under “Use of Proceeds”) do not and will not: not (iwhether with or without the giving of notice or passage of time or both) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a breach or violation or breach of any of the terms and provisions of, or constitute a default (or give rise to any Governmental Authority right of termination, acceleration, cancellation, repurchase or other Person the right to exercise any remedy redemption) or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, Repayment Event (iiias hereinafter defined) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative or any of its assets, (v) result in the creation or imposition of a Lien upon any Lien on property or assets of the Transaction Entities or any asset of Member RepresentativeSubsidiary pursuant to, (i) any statute, any rule, regulation or (vi) with the passage of time, the giving of notice or the taking order of any action by another Persongovernmental agency or body or any court, have domestic or foreign, having jurisdiction over the Transaction Entities or any of the effects described in clauses Subsidiaries or any of their properties, assets or business currently owned by them; (ii) any term, condition or provision of any Agreements or Instruments; or (iii) the charters, by-laws or other organizational documents, as applicable, of the Transaction Entities or any of the Subsidiaries, except for such conflicts, breaches, violations or defaults that (with respect to subclauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iii), (iv), (v) and (viii) as, do not and above) would not reasonably be expected to impair have, individually or delayin the aggregate, in a Material Adverse Effect. As used herein, “Repayment Event” means any material respectevent or condition which, without regard to compliance with any notice or other procedural requirements, gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is Operating Partnership or will be a party or to consummate the Transactionsany Subsidiary.

Non-Contravention. The execution, delivery and performance by Member Representative each of ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and Merger Sub of this Agreement and the other Transaction Documents Ancillary Agreements to which it such Person is or will is specified to be a party, and the consummation by Member Representative of the TransactionsTransactions and the Debt Financing, do not and will not: (iA) assuming receipt of the Merger Sub Consent, contravene, conflict with, or result in any violation or breach of any provision of any the Aebi ▇▇▇▇▇▇▇ Organizational Documents of Member Representative, Documents; (iiB) other than with respect to assuming compliance with any applicable requirements the matters referred to in ‎Section 3.03 and receipt of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure ScheduleMerger Sub Consent, contravene, conflict with or result in a any violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, of any provision of any Applicable Law or Order Law; (c) assuming compliance with the matters referred to which Member Representative, or any in ‎Section 3.03 and receipt of the properties or assets owned or used by Member RepresentativeHoldco Consent and the Merger Sub Consent, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice consents or other action by any Person under, constitute a default default, or an event that, with or without notice or lapse of time or both, would constitute a default, under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, acceleration or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative Aebi ▇▇▇▇▇▇▇, Holdco or Merger Sub or any of their respective Subsidiaries is entitled under, any provision of any Aebi ▇▇▇▇▇▇▇ Material Contract or other instrument binding upon Member Representative Aebi ▇▇▇▇▇▇▇, Holdco or Merger Sub or any of its assets, their respective Subsidiaries; or (vd) result in the creation or imposition of any Lien on any asset of Member Representative▇▇▇▇ ▇▇▇▇▇▇▇, Holdco or (vi) with the passage of time, the giving of notice Merger Sub or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02their respective Subsidiaries, with only such exceptions exceptions, in the case of each of clauses (iiib) through (d), as (iv), (vi) and (vi) as, do has not had and would not reasonably be expected to have, individually or in the aggregate, a Aebi ▇▇▇▇▇▇▇ Material Adverse Effect, or (ii) would not reasonably be expected to, individually or in the aggregate, prevent, materially delay or impair or delay, in any material respect, the ability of Member Representative ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ or Merger to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or to consummate the TransactionsTransactions and the Debt Financing.

Non-Contravention. The Neither the Corporation nor any Corporation Subsidiary is in violation of its constating documents. None of the Offering, the execution, delivery and performance by Member Representative of this Agreement or the Ancillary Documents or the consummation of the transactions contemplated herein and therein, including the issue of the Offered Shares and the other Transaction Documents to which it is Compensation Options, does or will be a party, and the consummation by Member Representative of the Transactions, do not and will not: will: (i) contravenesubject to compliance by the Underwriters with the provisions of this Agreement, require the consent, approval, authorization, order or agreement of, or registration or qualification with, any Governmental Authority or other Person, except: (A) such as have been obtained, or (B) such as may be required under the Applicable Securities Laws and the policies of the Stock Exchange and will be obtained by the Closing Time, as applicable; or (ii) conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority default (with or other Person the right to exercise any remedy without notice or obtain relief under, any provision lapse of any Applicable Law or Order to which Member Representativetime, or any of the properties or assets owned or used by Member Representative, is subject, (iiiboth) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the rise to a right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the of termination, modification, revocation, cancellation, cancellation or acceleration of, or result in any other change of any right or obligation or to the loss of or Lien upon any benefit of the consolidated properties or assets of the Corporation under any provision of: (A) the constating documents of the Corporation or the comparable organizational documents of any Corporation Subsidiary, or (B) subject to the filings and other matters referred to in the immediately following sentence: i. any Contract to which Member Representative the Corporation or any Corporation Subsidiary is entitled under, a party or by which any provision of their respective properties or assets are bound; ii. any Contract Law applicable to the Corporation or other instrument binding upon Member Representative any Corporation Subsidiary or any of its their respective properties or assets; or iii. any authorization held or obtained by the Corporation or any Corporation Subsidiary, (v) result other than any such conflicts, violations, defaults, rights, losses or Liens that would not, in the creation or imposition any case of any Lien on any asset of Member Representative, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through or (vii) of this Section 5.02above, with only such exceptions individually or in the case of clauses (iii)aggregate, (iv), (v) and (vi) as, do not and would not reasonably be expected to impair or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be have a party or to consummate the TransactionsMaterial Adverse Effect.

Non-Contravention. The execution, execution and delivery and performance by Member Representative of this Agreement by the Company does not, the execution and delivery of each of the other Transaction Documents agreements contemplated hereby to which it the Company is or will be a partyparty does not and will not, the consummation by the Company of the transactions (including the Merger) contemplated hereby and thereby will not, and the consummation performance by Member Representative the Company of the Transactions, its obligations hereunder and thereunder do not and will not: , with or without notice or lapse of time or both: (ia) contraveneresult in the creation of any Encumbrance on any of the properties or assets of the Company or the Company Interests; (b) except as set forth in Section 2.4 of the Disclosure Schedule and for the Governmental Approvals, breach, conflict with, or result in any violation of or breach default under (with or without notice or lapse of time, or both), give rise to a right of or result in the termination, cancelation, suspension, revocation or acceleration of any obligation of the Company in respect of, require any consent, notice, filing, declaration, authorization, approval or waiver from any Person pursuant to, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under (i) any provision of any the articles of organization or Company Operating Agreement (collectively, the “Organizational Documents Documents”) of Member Representativethe Company, (ii) other than any Material Contract or Permit of the Company or (iii) any Legal Requirements applicable to the Company or to any of its properties or assets, except with respect to compliance with any applicable requirements of the HSR Act clauses (which such requirements have been fulfilled as of the date hereofii) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contraveneabove for such conflicts, conflict withviolations, violate and defaults for rights of termination, cancelation, suspension, revocation or result acceleration that, individually or in the loss of any benefit to which Member Representative is entitled underaggregate, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative or any of its assets, (v) result in the creation or imposition of any Lien on any asset of Member Representative, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iii), (iv), (v) and (vi) as, do not and would not reasonably be expected to impair result in a material Liability or delaymaterial loss of rights with respect to the Company or for such consents, notices, filings, declarations, authorizations, approvals and waivers the failure to obtain would not reasonably be expected to result in a material Liability or material loss of rights with respect to the Company; or (c) give rise to any material respectdissenters, appraisal or similar rights in respect of any Company Member under the Organizational Documents, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is Utah Act or will be a party or to consummate the Transactionsotherwise.

Non-Contravention. The Except as set forth in Section 4.04 of the Company Disclosure Schedule, the execution, delivery and performance by Member Representative the Company of this Agreement Agreement, the consummation by the Company of the Merger and the other Transaction Documents to which it is or will be a party, and the consummation transactions contemplated by Member Representative of the Transactions, this Agreement do not and will not: not (with or without notice or lapse of time, or both): (i) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents the certificate of Member Representativeincorporation or bylaws of the Company, (ii) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws (or other than with respect to organizational and governing documents, as applicable) of any of the Company’s Subsidiaries, (iii) assuming compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of matters referred to in Section 4.03 and that the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure ScheduleStockholder Approval is obtained, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, of any provision of any Applicable Law or Order binding upon or applicable to which Member Representative, the Company or any of the its Subsidiaries or any of their respective properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, assets; (iv) require any consent, waiver, notice consent or other action by any Person approval under, constitute a default underviolate, conflict with, result in a any breach ofof or any loss of any benefit under, or cause constitute a change of control or permit the termination, modification, revocation, cancellationdefault (with or without notice or lapse of time, or acceleration ofboth) under, or result in termination or give to others any other change right of termination, vesting, amendment, acceleration or cancelation of any right material benefit under any Material Contract (other than Company Employee Plans or obligation customer, partner or vendor Contracts entered into in the loss of any benefit ordinary course and consistent with past practice) to which Member Representative the Company or any Subsidiary of the Company is entitled undera party, or by which they or any provision of their respective properties or assets may be bound or affected or any Contract Governmental Authorization affecting, or other instrument binding upon Member Representative relating in any way to, the property, assets or business of the Company or any of its assets, Subsidiaries; or (v) result in the creation or imposition of any Lien on any asset of Member Representative, the Company or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02its Subsidiaries, with only such exceptions exceptions, in the each case of clauses (ii), (iii), (iv), (v) and (vi) asv), do not and as would not reasonably be expected to impair have, individually or delayin the aggregate, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or to consummate the TransactionsCompany Material Adverse Effect.

Non-Contravention. The executionExcept as set forth in Schedule 5.3 hereto ----------------- -------- --- and except for any of the following with respect to any consents to transfer required with respect to any contracts included in the Acquired RECI Assets, neither the execution and delivery and performance of the Acquisition Agreements by Member Representative of this Agreement and the other Transaction Documents to which it is or will be a partySellers who are parties thereto, and nor the consummation by Member Representative such Sellers of the Transactionstransactions contemplated hereby or thereby, do not and will not: (i) contraveneconstitute a breach or violation of, be in conflict with, or result in any violation constitute or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute create a default under, conflict with, result in give rise to a breach of, or cause or permit the right of termination, modification, revocation, cancellation, acceleration (whether after the giving of notice or acceleration of, lapse of time or result in any other change both) or cancellation of any material right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative or any of its assets, (v) result in the creation or imposition of any Lien on Encumbrance (as defined in Section 5.17) upon any asset assets of Member RepresentativeRaytheon or any RECI Company pursuant to: (a) any contract, agreement or commitment to which Raytheon or any RECI Company is a party or by which Raytheon or any RECI Company or any of their respective properties (vi) with the passage of timeincluding, the giving of notice or the taking of any action by another Personwithout limitation, have any of the effects described in clauses (iAcquired RECI Assets) through (v) is bound or to which Raytheon or any RECI Company or any of this Section 5.02their respective properties is subject, with only such exceptions except in the case of clauses this clause (iiia) for any breaches, violations, conflicts, defaults, terminations, modifications, accelerations, cancellations or Encumbrances that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect; (b) the articles or certificate of incorporation or by-laws or other constitutive documents of Raytheon or any RECI Company; or (c) any statute, regulation, rule, judgment, order, decree or injunction of any government, governmental agency or court or other tribunal to which Raytheon or any RECI Company or any of their respective properties is subject, except in the case of this clause (c) for (i) any requirement to provide notices or obtain approvals with respect to a change of control of any RECI Companies under any Permits (as defined in Section 5.13), (ivii) any consents to transfer with respect to any Government Contract (as defined in Article 14) or Government Subcontract (as defined in Article 14), (v) and (viiii) asany breaches, do violations, conflicts, defaults, terminations, modifications, accelerations, cancellations, terminations, or Encumbrances that individually or in the aggregate would not subject Raytheon or any RECI Company or the Buyer to any criminal penalty and would not reasonably be expected to impair or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be have a party or to consummate the TransactionsMaterial Adverse Effect.

Non-Contravention. The execution, delivery and performance by Member Representative of this Agreement Agreement, the issuance and sale of the other Transaction Documents to which it is or will be a party, Shares and the consummation by Member Representative of the Transactions, do transactions contemplated hereby will not and will not: (i) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in any breach or violation of or constitute a breach ofdefault under (nor constitute any event which, with notice, lapse of time or cause or permit the terminationboth, modification, revocation, cancellation, or acceleration of, or would result in any other change breach or violation of, constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or obligation repayment of all or the loss a part of any benefit to which Member Representative is entitled such indebtedness under, any provision of any Contract ) (or other instrument binding upon Member Representative or any of its assets, (v) result in the creation or imposition of any Lien a lien, charge or encumbrance on any asset property or assets of Member Representativethe Company or its subsidiaries pursuant to) (A) the charter or bylaws of the Company or its subsidiaries, or (viB) with any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the passage Company or its subsidiaries are a party or by which either of timethem or any of their respective properties may be bound or affected, or (C) any applicable federal, state, local or foreign law, regulation or rule, or (D) any applicable rule or regulation of any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the giving rules and regulations of notice Nasdaq), or (E) any decree, judgment or order applicable to the taking of any action by another Person, have Company or its subsidiaries or any of the effects described in clauses (i) through (v) of this Section 5.02their respective properties, with only such exceptions except in the case of the foregoing clauses (iiiB), (ivC), (vD) and (vi) asE), do not and for any such breaches, violations, defaults or events that would not reasonably be expected to impair not, individually or delayin the aggregate, result in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or to consummate the TransactionsMaterial Adverse Change.

Non-Contravention. The execution, delivery and performance by Member Representative of this Agreement and the other Transaction Documents to which it is or will be Agreements by the Sabine Party a party, party thereto and the consummation by Member Representative the Sabine Parties of the Transactions, do transactions contemplated by this Agreement and the Transaction Agreements does not and will not: (ia) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision organizational documents of any Applicable Law Sabine Entity; (b) constitute a default (or Order an event that with notice or passage of time or both would give rise to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iiia default) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give rise to any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the of termination, modification, revocation, cancellation, amendment or acceleration of(with or without the giving of notice, or result in the passage of time or both) under any other change of any right the terms, conditions or obligation or the loss of any benefit to which Member Representative is entitled under, any provision provisions of any Contract to which any Sabine Entity is a party or other instrument binding upon Member Representative by which any property or any of its assets, (v) result in the creation or imposition asset of any Lien on Sabine Entity is bound or affected; (c) assuming compliance with the matters referred to in Section 4.4, violate any asset of Member Representative, Law to which any Sabine Entity is subject or by which any Sabine Entity’s properties or assets is bound; or (vid) constitute (with the passage of time, or without the giving of notice or the taking passage of time or both) an event which would result in the creation of any action by another PersonEncumbrance (other than Permitted Encumbrances) on any asset of any Sabine Entity, have any of the effects described in clauses (i) through (v) of this Section 5.02except, with only such exceptions in the case cases of clauses (iiib), (iv), (vc) and (vid) asfor such defaults or rights of termination, do cancellation, amendment, acceleration, violations or Encumbrances, as would not reasonably be expected individually to have, and would not reasonably be expected in the aggregate to impair have, a Sabine Material Adverse Effect. The Sabine Entities are in material compliance with, and no event has occurred which would constitute (with or delaywithout the giving of notice or the passage of time or both) a material default under or give rise to any right of termination, in cancellation, or acceleration under any material respect, the ability terms of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or to consummate the Transactionsany Contracts evidencing indebtedness for borrowed money.

Non-Contravention. (a) The execution, delivery and performance by Member Representative the Company of this Agreement and by the other Transaction Documents applicable member of the Company Group of the Ancillary Agreements to which it is or will be a party, and the consummation by Member Representative of the Transactions, do not transactions contemplated hereby and thereby will not: (i) contravene, conflict with, with or result in any violation or breach of any provision of any the Organizational Documents of Member Representativethe Company or its Subsidiaries, (ii) other than with respect to assuming compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedulematters referred to in Section 4.03(b), contravene, conflict with or result in a any violation or breach of any Applicable Law, or (iii) result in a breach, violation or infringement of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict withor give rise to the creation of any Lien, result in a breach ofexcept for Permitted Liens, or cause or permit the any right of notice, consent, termination, modificationamendment, revocation, cancellation, cancellation or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of Company Material Contract (other than any Contract or other instrument binding upon Member Representative or any of its assets, (vIntercompany Agreements set forth on Section 4.19(a)(xi) result in the creation or imposition of any Lien on any asset of Member Representative, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02Company Disclosure Schedule), with only such exceptions except, in the case of clauses clause (ii) or clause (iii), (iv), (v) and (vi) as, do not and as would not reasonably be expected to, individually or in the aggregate, be material to impair or delaythe Company Group (taken as a whole). (b) The execution, in any material respect, delivery and performance by the ability Company of Member Representative to perform its obligations under this Agreement and by the other Transaction Documents applicable member of the Company Group of the Ancillary Agreements to which it is or will be a party party, and the consummation of the transactions contemplated hereby and thereby require no filing with, notification to, or approval or consent of, any Governmental Authority, other than (i) compliance with any applicable requirements of the Antitrust Laws and Foreign Direct Investment Laws, including the Required Regulatory Approvals, (ii) compliance with any applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities laws, (iii) compliance with any applicable rules of Nasdaq and (iv) any filing, notification, approval or consent the absence of which would not reasonably be expected to materially adversely effect, prevent or materially delay any member of the Company Group’s ability to consummate the Transactionstransactions contemplated hereby, or by any Ancillary Agreement.

Non-Contravention. The execution, execution and delivery and performance by Member Representative of this Agreement and the other Transaction Documents to which it is or will be a partyby Buyer does not, and the consummation by Member Representative of the TransactionsContemplated Transactions will not (with or without notice or lapse of time or both), do not and will not: (i) contraveneviolate or conflict with any provision of the Articles of Incorporation or Bylaws of Buyer or similar governing documents of any of Buyer's Subsidiaries, (ii) subject to obtaining the Buyer Required Statutory Approvals, violate or conflict with any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority (as hereinafter defined) applicable to Buyer or any of its Subsidiaries or any of their respective Assets, or (iii) violate, conflict with, or result in any violation or a breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict withor trigger any obligation to repurchase, redeem or otherwise retire indebtedness under, or result in the termination of, or accelerate the performance required by, or result in a breach of, or cause or permit the right of termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any a material benefit to which Member Representative is entitled under, any provision or result in the creation of any Contract or other instrument binding Encumbrance upon Member Representative any of the Assets of Buyer or any of its assetsSubsidiaries pursuant to any provisions of, (v) result in the creation any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or imposition other instrument, obligation or agreement of any Lien on kind to which Buyer or any asset of Member Representativeits Subsidiaries is now a party or by which it or any of its Assets is bound or affected, or (vi) except in connection with the passage of timeFinancing and, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (ii) and (iii), (iv), (v) and (vi) as, do not and as would not reasonably be expected to impair or delaynot, in any material respectthe aggregate, the ability of Member Representative have or be reasonably likely to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be have a party or to consummate the TransactionsBuyer Material Adverse Effect.

Non-Contravention. The executionexecution and delivery of the Transaction Documents, the issuance, sale and delivery of the Preferred Shares and the Warrants to be sold by the Company under the Transaction Documents, and subject to the Company filing the Certificate of Amendment following receipt of the Authorized Share Increase Approval, the performance by Member Representative the Company of this Agreement and its obligations under the other Transaction Documents to which it is or will be a party, and the consummation by Member Representative of the Transactions, transactions contemplated hereby or thereby do not and will not: not (ia) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a the breach or violation of, or cause constitute (with or permit without the termination, modification, revocation, cancellation, giving of notice or acceleration the passage of time or both) a violation of, or result in default under, (i) any bond, debenture, note or other change evidence of indebtedness, or under any right lease, license, franchise, permit, indenture, mortgage, deed of trust, loan agreement, joint venture or obligation other agreement or the loss of any benefit instrument to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative the Company or any of its assetsSubsidiaries is a party or by which it or its properties may be bound or affected, (vii) the Company’s Certificate of Incorporation, the Company’s amended and restated bylaws, as amended and as in effect on the date hereof (the “Bylaws”), or the equivalent document with respect to any of the Company’s Subsidiaries, as amended and as in effect on the date hereof, or (iii) subject to receipt of the Exchange Cap Approval, any statute or law, judgment, decree, rule, regulation, ordinance or order of any court or governmental or regulatory body (including the Nasdaq Stock Market), governmental agency, arbitration panel or authority applicable to the Company, any of its subsidiaries or their respective properties, except in the case of clauses (i) and (iii) for such conflicts, breaches, violations or defaults that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (b) result in the creation or imposition of any Lien on any asset of Member Representativelien, encumbrance, claim, security interest or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have restriction whatsoever upon any of the effects described in clauses (i) through (v) material properties or assets of this Section 5.02the Company or any of its Subsidiaries or an acceleration of indebtedness pursuant to any obligation, with only such exceptions in the case of clauses (iii), (iv), (v) and (vi) as, do not and would not reasonably be expected to impair agreement or delay, condition contained in any material respectbond, the ability debenture, note or any other evidence of Member Representative to perform its obligations under this Agreement and the indebtedness or any material indenture, mortgage, deed of trust or any other Transaction Documents agreement or instrument to which it the Company or any if its Subsidiaries is or will be a party or by which the Company or any of its Subsidiaries is bound or to consummate which any of the Transactionsproperty or assets of the Company is subject.

Non-Contravention. The execution, delivery and performance by Member Representative of this Agreement and the other Transaction Documents to which it is or will be a party, by Seller and the consummation by Member Representative of the Transactions, transactions contemplated hereby do not and will not: (i) contravene, with or without the giving of notice or the lapse of time, or both, violate, conflict with, result in the breach of or constitute a default under, or give rise to any right of termination, cancellation or acceleration of any obligation of any person or to the loss of any material right of any person under or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in any violation or breach the creation of any provision of any Organizational Documents of Member Representativepledge, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedulelien, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority charge or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or encumbrance upon any of the properties or assets owned of the Company or used any of the Subsidiaries under, any of the terms, conditions or provisions of (a) the charter documents or by-laws or other governing documents of Seller, the Company or any of the Subsidiaries or (b) any covenant, agreement or understanding to which Seller, or any Contract (as defined in Section 2.16) to which the Company or any of the Subsidiaries is a party or by Member Representativewhich their respective properties or assets are bound, or (c) any order, ruling, decree, judgment, arbitration award, law, rule, permit, regulation or stipulation to which Seller, the Company or any of the Subsidiaries is subject, (iii) contraveneother than, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative or any of its assets, (v) result in the creation or imposition of any Lien on any asset of Member Representative, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iii), (iv), (vb) and (vic) asabove, do not and any such items that, individually or in the aggregate, would not reasonably be expected to impair have a material adverse effect on the business, assets, financial condition, results of operations or delayprospects of the Company and the Subsidiaries, in any material respecttaken as a whole, or each of Joint Stock Company Ligg▇▇▇-▇▇▇▇▇ ("▇DJSC") and Joint Stock Company Ligg▇▇▇-▇▇▇▇▇-▇▇▇acco ("LDTJSC"), taken separately ("Material Adverse Effect"), or the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or Seller to consummate the Transactionstransactions contemplated hereby.

Non-Contravention. The executionexecution and delivery of this Agreement and, following satisfaction of the Closing conditions set forth in Sections 7 and 8 hereof as applicable to the Closing, the execution and delivery of the Rights Agreement Amendment, the issuance, sale and performance delivery of the Securities to be sold by Member Representative of the Company under this Agreement and the other performance by the Company of its obligations under the Transaction Documents to which it is or will be a party, and Agreements and/or the consummation by Member Representative of the Transactionstransactions contemplated thereby, do will not and will not: (ia) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a the breach or violation of, or cause constitute (with or permit without the termination, modification, revocation, cancellation, giving of notice or acceleration the passage of time or both) a violation of, or result default under, (i) any bond, debenture, note or other evidence of indebtedness, or under any lease, license, franchise, permit, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any subsidiary is a party or by which it or its properties may be bound or affected, (ii) the Company’s Restated Certificate of Incorporation, as amended and as in effect on the date hereof, the Company’s Bylaws, as amended and as in effect on the date hereof, or the equivalent document with respect to any other change subsidiary, as amended and as in effect on the date hereof, or (iii) any statute or law, judgment, decree, rule, regulation, ordinance or order of any right court or obligation governmental or regulatory body (including The NASDAQ Stock Market), governmental agency, arbitration panel or authority applicable to the loss of any benefit to which Member Representative is entitled underCompany, any provision of any Contract or other instrument binding upon Member Representative or any of its assetssubsidiaries or their respective properties, except in the case of clauses (vi) and (iii) for such conflicts, breaches, violations or defaults that would not be likely to have, individually or in the aggregate, a Material Adverse Effect, or (b) result in the creation or imposition of any Lien on any asset of Member Representativelien, encumbrance, claim, security interest or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have restriction whatsoever upon any of the effects described material properties or assets of the Company or any of its subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in clauses (i) through (v) any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any if its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company is subject. For purposes of this Section 5.02, with only such exceptions in the case of clauses (iii4(e), (iv)the term “material” shall apply to agreements, (v) and (vi) asunderstandings, do not and would not reasonably be expected instruments, contracts or proposed transactions to impair which the Company is a party or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to by which it is bound involving obligations (contingent or will be otherwise) of, or payments to, the Company in excess of $100,000 in a party or to consummate the Transactions12-month period.

Non-Contravention. The (a) Assuming the Consents referred to in Section 4.3(b) are obtained, made or given, the execution, delivery and performance by Member Representative Purchaser of this Agreement and the other Transaction Documents each Ancillary Agreement to which it Purchaser is or will be a party, party and the consummation by Member Representative Purchaser of the Transactions, transactions contemplated hereby and thereby do not and will not: (i) contravene, not conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation breach of the terms, conditions or breach provisions of, constitute a default (with or give any Governmental Authority without notice or other Person the right to exercise any remedy lapse of time or obtain relief both) under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice Consent or other action by any Person under, constitute or give rise to any right of acceleration, amendment, termination or cancellation or to a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change loss of any right or obligation or the loss of any benefit to which Member Representative is entitled under, (i) any provision of the Governing Documents of Purchaser, (ii) any Applicable Law or (iii) any Contract to which Purchaser is a party or other instrument binding upon Member Representative by which Purchaser or any of its assetsassets or properties is bound, (v) result in the creation or imposition of any Lien on any asset of Member Representativeother than, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of the foregoing clauses (ii) and (iii), (iv), (v) and (vi) as, do not and any such items that would not reasonably be expected to impair have, individually or delayin the aggregate, in any a material respect, the adverse effect on Purchaser’s ability of Member Representative to perform its obligations under hereunder or to timely consummate the transactions contemplated hereby. (b) The execution, delivery and performance by Purchaser of this Agreement and the other Transaction Documents each Ancillary Agreement to which it Purchaser is or will be a party and the consummation by Purchaser of the transactions contemplated hereby and thereby do not and will not require any Consent of, with or to any Governmental Authority, other than any (i) Consents not required to be obtained, made or given until after the Closing or (ii) Consents the failure of which to obtain, make or give would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Purchaser’s ability to perform its obligations hereunder or to timely consummate the Transactions.transactions contemplated hereby

Non-Contravention. The executionexecution and delivery by Purchaser of the Purchaser Transaction Documents, delivery and performance by Member Representative of this Agreement and the other Transaction Documents to which it is or will be a party, performance of Purchaser’s obligations thereunder and the consummation by Member Representative Purchaser of the Transactionstransactions contemplated thereby, do not and will not: not (ia) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contraveneviolate, conflict with or result in a violation breach of any provision of or constitute a default (with or without notice, lapse of time or both) under Purchaser’s governing documents, (b) violate, conflict with or result in a breach or default (with or without notice, lapse of time or both) under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel (as distinct from any right to terminate, modify or cancel at will without cause pursuant to the terms thereof), give rise to a change in terms of, or require any notice, consent, approval, authorization, waiver or action or filing pursuant to, any agreement, obligation or other instrument to which Purchaser is a party or by which Purchaser or any of its properties or assets are bound or cause the creation of any Lien upon any of the assets of Purchaser, (c) violate, conflict with or result in a breach or default (whether after the giving of notice, lapse of time or both) under, any provision of any Law applicable to Purchaser or any of its properties or assets, (d) require Purchaser to give any notice to, or make any declaration or filing with, or obtain any consent, waiver or approval of, any Governmental Authority or other Person other than pursuant to applicable securities Laws or the right to exercise any remedy rules or obtain relief under, any provision regulations of any Applicable Law applicable securities exchange or Order to which Member Representative, listing authority or (e) accelerate any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled obligation under, or give rise to a right of termination of, any permit, license or authorization issued by any Governmental Authority the right that is applicable to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative Purchaser or any of its material assets, (v) result in the creation or imposition of any Lien on any asset of Member Representativeexcept, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iiib) through (e), (iv)any such items that, (v) and (vi) asindividually or in the aggregate, do not and would not reasonably be expected to impair prevent or delaymaterially impede or delay the consummation by Purchaser, in any material respectas applicable, of the ability of Member Representative to perform its obligations under this Agreement Contribution and the other transactions contemplated by this Agreement or other Transaction Documents to which it is or will be a party or to consummate the TransactionsDocuments.

Non-Contravention. The Except as set forth in Section 2.4 of the Disclosure Schedule, neither the execution, delivery and performance by Member Representative of this Agreement and the other Transaction Documents to which it is or will be a party, and nor the consummation by Member Representative of the Transactions, do not and transactions contemplated herein will notto the Company’s knowledge: (i) contraveneviolate or be in conflict with any provision of the articles of incorporation or bylaws of the Company; or (ii) except for such violations, conflicts, defaults, accelerations, terminations, cancellations, impositions of fees or penalties, mortgages, pledges, liens, security interests, encumbrances, restrictions, changes or other events which could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, (A) be in conflict with, or result in any violation constitute a default, however defined (or breach an event which, with the giving of any provision due notice or lapse of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach oftime, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief both, would constitute such a default), under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the acceleration of the maturity of, or give rise to any right of termination, modification, revocation, cancellation, imposition of fees or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled penalties under, any provision of any Contract debt, note, bond, lease, mortgage, indenture, license, obligation, contract, commitment, franchise, permit, instrument or other instrument binding upon Member Representative agreement or any of its assetsobligation to which the Company (unless with respect to which defaults or other rights, requisite waivers or consents shall have been obtained at or prior to the Closing) or (vB) result in the creation or imposition of any Lien on any asset of Member Representativemortgage, pledge, lien, security interest, encumbrance, restriction, adverse claim or (vi) with the passage of time, the giving of notice or the taking charge of any action by another Personkind, have upon any property or assets of the effects described in clauses (i) through (v) of this Section 5.02Company or under any debt, with only such exceptions in the case of clauses (iii)obligation, (iv)contract, (v) and (vi) as, do not and would not reasonably be expected to impair agreement or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents commitment to which it the Company is or will be a party or by which the Company or any of its assets or properties is or may be bound; or (iii) violate any applicable statute, treaty, law, judgment, writ, injunction, decision, decree, order, regulation, ordinance or other similar authoritative matters (sometimes hereinafter separately referred to consummate the Transactionsas a “Law” and sometimes collectively as “Laws”) of any applicable foreign, federal, state or local governmental or quasi-governmental, administrative, regulatory or judicial court, department, commission, agency, board, bureau, instrumentality or other authority (hereinafter sometimes separately referred to as an “Authority” and sometimes collectively as “Authorities”).

Non-Contravention. The executionexecution and delivery of this Agreement, the issuance, sale and delivery and of the Securities to be sold by the Company under this Agreement, the performance by Member Representative the Company of its obligations under this Agreement and the other Transaction Documents to which it is or will be a party, and and/or the consummation by Member Representative of the Transactions, do transaction contemplated hereby will not and will not: (ia) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a the breach or violation of, or cause constitute (with or permit without the termination, modification, revocation, cancellation, giving of notice or acceleration the passage of time or both) a violation of, or result default under, (i) any bond, debenture, note or other evidence of indebtedness, or under any lease, license, franchise, permit, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any subsidiary is a party or by which it or its properties may be bound or affected, (ii) the Company’s Restated Certificate of Incorporation, as amended and as in effect on the date hereof, the Company’s Bylaws, as amended and as in effect on the date hereof, or the equivalent document with respect to any other change subsidiary, as amended and as in effect on the date hereof, or (iii) any statute or law, judgment, decree, rule, regulation, ordinance or order of any right court or obligation governmental or regulatory body (including The Nasdaq Stock Market), governmental agency, arbitration panel or authority applicable to the loss of any benefit to which Member Representative is entitled underCompany, any provision of any Contract or other instrument binding upon Member Representative or any of its assetssubsidiaries or their respective properties, except in the case of clauses (vi) and (iii) for such conflicts, breaches, violations or defaults that would not be likely to have, individually or in the aggregate, a Material Adverse Effect, or (b) result in the creation or imposition of any Lien on any asset of Member Representativelien, encumbrance, claim, security interest or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have restriction whatsoever upon any of the effects described material properties or assets of the Company or any of its subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in clauses (i) through (v) any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any if its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company is subject. For purposes of this Section 5.02, with only such exceptions in the case of clauses (iii3(e), (iv)the term “material” shall apply to agreements, (v) and (vi) asunderstandings, do not and would not reasonably be expected instruments, contracts or proposed transactions to impair which the Company is a party or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to by which it is bound involving obligations (contingent or will be otherwise) of, or payments to, the Company in excess of $100,000 in a party or to consummate the Transactions12-month period.

Non-Contravention. The execution, Neither the execution and delivery and performance by Member Representative of this Agreement and the other Transaction Documents to which it is or will be a party, and the consummation by Member Representative such Supporting Holder nor performance by such Supporting Holder of the Transactionsobligations herein nor the compliance by such Supporting Holder with any provisions herein will (a) violate the certificate or articles of incorporation, do not and will not: (i) contravene, conflict with, bylaws or result in any violation or breach other governing documents of any provision of any Organizational Documents of Member Representativesuch Supporting Holder, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (ivb) require any consent, waiverapproval, notice authorization or other action by any Person under, constitute a default under, conflict with, result in a breach permit of, or cause filing with or permit the terminationnotification to, modification, revocation, cancellation, any Governmental Authority or acceleration of, or result in any other change Person on the part of any right such Supporting Holder, except as provided in the (i) Company Charter, (ii) the Fifth Amended and Restated Investors Rights Agreement of the Company (as amended from time to time), (iii) the Fifth Amended and Restated Voting Agreement of the Company (as amended from time to time), (iv) the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement of the Company (as amended from time to time) or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative or any of its assets, (v) the amended and restated Bylaws of the Company (clauses (i) – (v), collectively, the “Company Governing Documents”), (c) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien Encumbrance (as defined below) on the Subject Shares, other than any asset of Member RepresentativePermitted Encumbrance (as defined below), or (vid) with the passage of time, the giving of notice violate any Law applicable to such Supporting Holder or the taking of any action by another Person, have which any of the effects described in clauses (i) through (v) of this Section 5.02such Supporting Holder’s Subject Shares are bound, with only such exceptions except, in the case of each of clauses (iii), (iv), (vc) and (vi) asd), do not and as would not reasonably be expected to materially impair or delay, in any material respect, the such Supporting Holder’s ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or to consummate the Transactionshereunder.

Non-Contravention. The Except as set forth on Schedule 3.3 of the Seller Disclosure Schedule, the execution, delivery and performance by Member Representative of this Agreement and the other Transaction Documents to which it is Seller is, or will be be, a party, party by Seller and the consummation by Member Representative Seller of the Transactions, do transactions contemplated hereby and thereby does not and will not: (ia) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in any breach or violation of any provision of the Organizational Documents of Seller; (b) conflict with, result in a violation of or breach ofconstitute a default (or an event that with notice or passage of time or both would give rise to a default) under, or give rise to any Governmental Authority right of termination, cancellation, amendment or other Person the right to exercise acceleration or loss of any remedy or obtain relief material benefit under, any provision of any Applicable Law require consent, approval or Order to which Member Representativewaiver from, or require the giving of notice to any Person (in any case, with or without the giving of notice, or the passage of time or both) under or in connection with any of the properties terms, conditions or assets owned provisions of any material Contract to which Seller is a party or used by Member Representativewhich any property or asset of Seller is bound or affected; or (c) except for any Governmental Consents (as hereinafter defined), is subject, (iii) contravene, conflict with, violate or result in the loss of a default under any benefit Law or Order to which Member Representative Seller is entitled undersubject or by which any of Seller’s properties or assets is bound, except, in the cases of clauses (b) and (c), for such defaults or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the rights of termination, modification, revocation, cancellation, amendment, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative or any of its assets, (v) result in the creation or imposition of any Lien on any asset of Member Representative, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iii), (iv), (v) and (vi) as, do not and violations as would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which Seller is, or will be, a party or to materially impair or delay, in any material respect, the Seller’s ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is is, or will be be, a party or to consummate the Transactions.party. Section

Non-Contravention. The Except as set forth on Schedule 3.3 of the Seller Disclosure Schedules, the execution, delivery and performance by Member Representative of this Agreement and the other Transaction Documents to which it is Seller is, or will be be, a party, party and the consummation by Member Representative Seller of the Transactions, do transactions contemplated thereby does not and will not: (i) contravene, § conflict with, or require the consent of any Person under, or result in any violation or breach of of, any provision of any the Organizational Documents of Member RepresentativeSeller; § conflict with, or require the consent of any Person under, or constitute a default (iior an Event that with the giving of notice or passage of time or both would give rise to a default) other than or cause any obligation under, or give rise to any right of termination, cancellation, amendment, preferential purchase right or acceleration (with respect or without the giving of notice, or the passage of time or both) under any of the terms, conditions or provisions of any Contract to which Seller is a party or by which any property or asset of Seller is bound or affected; § assuming compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravenematters referred to in Section 3.4, conflict with or result in a violation or breach of, or give violate any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, Seller is subject or by which any of the properties property or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative or any of its assets, (v) result in the creation or imposition of any Lien on any asset of Member Representative, Seller is bound; § constitute (with or (vi) with the passage of time, without the giving of notice or the taking passage of time or both) an Event which would result in the creation of, or afford any Person the right to obtain, any Lien (other than Permitted Liens) on any asset of Seller or § result in the revocation, cancellation, suspension, or material modification, individually or in the aggregate, of any action by another PersonContract or Governmental Approval that is necessary or desirable for the ownership, have any lease or operation of the effects described in clauses (i) through (v) of this Section 5.02Seller as now conducted, with only such exceptions except, in the case cases of clauses (iiib), (ivc), (vd) and (vi) ase), do not and for such defaults or rights of termination, cancellation, amendment, acceleration, violations or Liens as would not reasonably be expected to have a Seller Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which Seller is, or will be, a party or to materially impair or delay, in any material respect, the Seller’s ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is is, or will be be, a party or to consummate the Transactionsparty.

Non-Contravention. The execution, execution and delivery and performance by Member Representative the Company or any of its Subsidiaries of this Agreement and the other Transaction Documents Ancillary Agreements to which it the Company or any of its Subsidiaries is (or will be be) a party, party and the consummation by Member Representative performance of the Transactions, Company’s or such of its Subsidiaries’ obligations hereunder and thereunder (including the consummation of the transactions contemplated hereunder and thereunder) do not and will not: (ia) contravene, conflict with, with or result in any violation or breach of any provision of any the Organizational Documents of Member Representativethe Company or any of its applicable Subsidiaries, (iib) other than with respect to assuming compliance with the matters referred to in Section 2.2(b), violate any applicable requirements Law of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person having jurisdiction over the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, Company or any of the properties or assets owned or used by Member Representative, is subjectits applicable Subsidiaries, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (ivc) require any consent, waiver, notice consent of or other action by any Person under, constitute a default under, conflict with, or result in a violation or breach ofof or loss of (or adverse impact on) any benefit or right, or cause constitute (with or permit the without due notice or lapse of time or both) a default or give rise to any right of termination, modificationamendment, revocationalteration, cancellation, cancellation or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of the terms, conditions or provisions of any Contract or other instrument binding upon Member Representative or any of its assetsMaterial Contract, (vd) result in a violation or revocation of any material Permit or (e) except as contemplated by this Agreement, result in the creation or imposition of any Lien other than Permitted Liens on any asset of Member Representative, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any assets of the effects described in clauses (i) through (v) of this Section 5.02Company or its Subsidiaries, with only such exceptions except, in the case of clauses (iiib), (ivc), (vd) and (vi) ase), do not and as would not reasonably be expected to, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, or materially impair or delay, in any material respect, materially delay the ability of Member Representative to perform Company and its obligations under applicable Affiliates from consummating the transactions contemplated by this Agreement and or the other Transaction Documents to which it is or will be a party or to consummate the TransactionsAncillary Agreements.

Non-Contravention. (a) The execution, execution and delivery and performance by Member Representative Sellers of this Agreement and the other Transaction Documents to which it is or will be a partydoes not, and the performance by them of their respective obligations under this Agreement and the other Transaction Documents and the consummation by Member Representative of the Transactions, do not transactions contemplated hereby and thereby will not: : (ib) contravene, conflict with, with or result in any a violation or breach of any provision of any the terms, conditions or provisions of the Organizational Documents of Member Representative, Sellers; (iic) other than with respect to compliance with any applicable requirements assuming the receipt of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contraveneall Sellers Governmental Consents, conflict with or result in a violation or breach (or an event which, with notice or lapse of time or both, would constitute a breach or violation) of any term or provision of any Law applicable to Sellers, the Business, the Products or the Purchased Assets or any Assumed Contract, other than such conflicts, violations or breaches as would not have a Sellers Material Adverse Effect; (d) assuming the receipt of all Required Sellers Third Party Consents, conflict with or result in a violation or breach (or an event which, with notice or lapse of time or both, would constitute a breach or default) of any term or provision of any Assumed Contract, other than such conflicts, breaches or defaults as would not have a Sellers Material Adverse Effect; (e) result in the acceleration or modification, or give any party the right to accelerate or modify, the time within which, or the terms under which, any duties or obligations are to be performed, or any rights or benefits are to be received under any Assumed Contract to which any of the Sellers is a party or by which it is bound, except as would not have a Sellers Material Adverse Effect; or (f) result in termination, amendment or modification of, or give any Governmental Authority or other Person party the right to exercise terminate, modify, amend, abandon, cancel or refuse to perform any remedy or obtain relief under, any provision of any Applicable Law or Order Assumed Contract to which Member Representative, or any of the properties or assets owned or used by Member Representative, Sellers is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative or any of its assets, (v) result in the creation or imposition of any Lien on any asset of Member Representative, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iii), (iv), (v) and (vi) as, do not and would not reasonably be expected to impair or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or to consummate the Transactionsby which, it is bound, except as would not have a Sellers Material Adverse Effect.

Non-Contravention. The execution, None of the execution and delivery and performance by Member Representative of this Agreement or any other Merger Document, the consummation of the Merger and the other Transaction Documents to which it is transactions contemplated hereby and thereby or will be a party, the fulfillment of and the consummation performance by Member Representative the Company of the Transactions, do not its obligations hereunder and thereunder will not: (i) contravene, conflict with, contravene any provision contained in the Company’s Articles of Incorporation or result in any violation bylaws or breach the certificate or articles of incorporation or bylaws (or similar organizational documents) of any provision of any Organizational Documents of Member Representativeits Subsidiaries, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in a breach (with or without the lapse of time, the giving of notice or both) of, or constitute a default under or give rise to any right of termination, cancellation, acceleration or to a loss of any benefit to which Member Representative is entitled under(with or without the lapse of time, the giving of notice or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modifyboth) under (A) except as set forth in Schedule 3.3, any Permit held by Member Representativecontract, (iv) require any consentagreement, waivercommitment, notice indenture, mortgage, lease, pledge, note, bond, license, permit or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right instrument or obligation or the loss (B) any judgment, order, decree, statute, law, rule or regulation or other restriction of any benefit Governmental Authority, in each case to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative the Company or any of its assetsthe Subsidiaries is a party or by which any of them is bound or to which any of their respective assets or properties are subject, (viii) except as contemplated herein or with respect to Liens granted to any lender at the Closing in connection with any financing by Parent of the transactions contemplated hereby, result in the creation or imposition of any Lien Lien, other than any Permitted Lien, on any asset of Member Representativethe assets or properties of the Company or the Subsidiaries, or (viiv) with except as set forth on Schedule 3.3, result in the passage of timeacceleration of, the giving of notice or the taking of permit any action by another PersonPerson to terminate, have modify, cancel, accelerate or declare due and payable prior to its stated maturity, any obligation of the effects described in clauses (i) through (v) of this Section 5.02Company or any Subsidiaries, with only such exceptions which in the case of clauses (iii), ii) through (iv)) above, (v) and (vi) ashas had, do not and or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or would reasonably be expected to prohibit, materially impair or delay, in any material respect, materially delay the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or Company to consummate the Transactionstransactions contemplated hereby or thereby.

Non-Contravention. (a) The execution, delivery execution and performance by Member Representative of this Agreement and the Ancillary Agreements by the Purchaser require no action by or in respect of, or filing with, any Governmental Authority other Transaction Documents to which it is or will be a party, and the consummation by Member Representative of the Transactions, do not and will not: than (i) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act and (which such requirements have been fulfilled as of the date hereofii) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with actions or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of filings under any Applicable Law Laws the absence of which would not, individually or Order in the aggregate, reasonably be expected to which Member Representative, materially impair the Purchaser’s ability to consummate the transactions contemplated by this Agreement or any of the properties Ancillary Agreement or assets owned to perform its obligations hereunder or used thereunder. (b) The execution and delivery by Member Representativethe Purchaser of this Agreement and the Ancillary Agreements and the performance by the Purchaser of its obligations hereunder will not: (i) violate any provision of the certificate of incorporation or by-laws of the Purchaser; or (ii) assuming that all Governmental Approvals referred to in Section 5.3(a) and all Third-Party Consents referred to in Section 5.4 have been obtained or, is subjectin the case of filings, registrations and notices, made, (iiiA) contravene, conflict with, with or violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member RepresentativeApplicable Laws, (ivB) require any consent, waiver, notice the consent of or other action by any Person under, constitute a default under, conflict withviolate, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, termination or acceleration of, or result in of any other change of right under, give rise to or modify any right or obligation under or the loss of conflict with, breach or constitute a default under any benefit Contract to which Member Representative the Purchaser is entitled undera party, any provision of any Contract or other instrument binding upon Member Representative or any of its assetsexcept, (v) result in the creation or imposition of any Lien on any asset of Member Representative, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iii), (iv), (vi) and (vi) asii), do not and for any such violation, termination, acceleration, conflict or default as would not not, individually or in the aggregate, reasonably be expected to materially impair the Purchaser’s ability to consummate the transactions contemplated by this Agreement or delay, in any material respect, of the ability of Member Representative Ancillary Agreements or to perform its obligations under this Agreement and the other Transaction Documents to which it is hereunder or will be a party or to consummate the Transactionsthereunder.

Non-Contravention. The execution, delivery and performance by Member Representative Seller of this Agreement and the other Transaction Documents consummation of the transactions contemplated hereby and the execution, delivery and performance by each Divesting Entity of each Ancillary Agreement to which it is or such Divesting Entity will be a party, and the consummation by Member Representative of the Transactionstransactions contemplated thereby, do not and will not: , directly or indirectly, with or without due notice or lapse of time or both (ia) contraveneviolate the articles of incorporation or bylaws or comparable organizational documents of such Divesting Entity, conflict withas applicable, (b) subject to obtaining the Consent Orders and obtaining the consents, permits and authorizations, giving the notices and making the filings referred to in Section 3.1.5(b), violate any Law or other restriction of any Governmental Authority in the Territory applicable to such Divesting Entity, as applicable, the Product Business or the Purchased Assets or violate any Judgment of a Governmental Authority to which any Divesting Entity is subject in respect of the Product Business, (c) require any consent by any Person under, violate, breach or constitute a default under or result in the termination, cancellation, acceleration, revocation, withdrawal, suspension, imposition of additional obligations or loss of rights under, result in any violation payment becoming due under, or breach otherwise give rise to any right on the part of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain any relief under, any provision of any Applicable Law or Order to which Member Representative, or under any of the properties terms, conditions or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss provisions of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Purchased Contract or other instrument binding upon Member Representative or any of its assets, (vd) result in the creation or imposition of any Lien on Encumbrance (other than Permitted Encumbrances) upon any asset of Member RepresentativePurchased Asset, or (vi) with the passage of timeexcept, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iiib), (ivc) or (d), (v) and (vi) as, do not and as would not reasonably be expected to impair or delaybe material to the Product Business, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be taken as a party or to consummate the Transactionswhole.

Non-Contravention. (i) The executionexecution and delivery of this Agreement by each Seller and the execution and delivery of the other Transaction Documents contemplated hereby by or on behalf of each Seller, delivery and the consummation of the transactions contemplated hereby and thereby and the performance by Member Representative each Seller of this Agreement and the other Transaction Documents to which it is or in accordance with their respective terms will be a party, and the consummation by Member Representative of the Transactions, do not and will not: (ia) contravene, conflict with, or result in any violation or breach of violate any provision of any Organizational Documents the Articles of Member RepresentativeIncorporation or By-Laws (or comparable organizational instruments), (ii) other than with respect to compliance with any applicable requirements in each case as amended, of the HSR Act (which such requirements have been fulfilled as Company or any of the date hereofSellers or (b) and any liquor licenses except as set forth on Schedule 4.22 of the Disclosure Schedule2.1(K)(i), contravene(i) violate, conflict with or result in a violation or the breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration material provision of, or result in a material modification of or entitle any other change party to terminate, or constitute (whether after the filing of any right notice or obligation lapse of time or the loss both) a default (by way of any benefit to which Member Representative is entitled substitution, novation or otherwise) under, any provision of contract (including task orders and delivery orders under any Contract such contract), agreement, indenture, note, bond, loan, instrument, lease, conditional sales contract, mortgage, license, franchise, commitment or other instrument binding upon Member Representative arrangement, whether written or oral (collectively, the "Contracts") to which the Company or any of its assetsthe Sellers is a party or by or to which any of the Company's or any of the Sellers' assets or properties may be bound or subject, (vii) result in the creation or imposition of any Lien on upon any asset of Member Representativethe property or assets of the Company or any of the Sellers pursuant to any provision of any Contract or Lien, (iii) violate any law, regulation, statute, injunction, order, arbitration award, judgment or decree applicable to, against, or binding upon any Seller or the Company or by which any of the Company's or any of the Sellers' securities, business or property is bound, or (viiv) with violate or result in the passage of time, the giving of notice revocation or the taking suspension of any action Permit. (ii) The execution and delivery of this Agreement by another Person, have any the Company and the execution of and delivery of the effects described in clauses (i) through (v) other Transaction Documents contemplated hereby by or on behalf of this Section 5.02the Company, with only such exceptions in and the case consummation of clauses (iii), (iv), (v) the transactions contemplated hereby and (vi) as, do not thereby and would not reasonably be expected to impair or delay, in any material respect, the ability performance by the Company of Member Representative to perform its obligations under this Agreement and the other Transaction Documents in accordance with their respective terms will not (a) violate any provision of the Articles of Incorporation or By-Laws, in each case as amended, of the Company, (b) except as set forth on Schedule 2.1(K)(ii), (i) violate, conflict with or result in the breach of any material provision of, or result in a material modification of or entitle any party to terminate, or constitute (whether after the filing of notice or lapse of time or both) a default (by way of substitution, novation or otherwise) under, any Contract to which it the Company is or will be a party or by or to consummate which any of the TransactionsCompany's assets or properties may be bound or subject, (ii) result in the creation or imposition of any Lien upon any of the property or assets of the Company pursuant to any provision of any Contract or Lien, (iii) violate any law, regulation, statute, injunction, order, arbitration award, judgment or decree applicable to, against, or binding upon the Company or by which any of the Company's securities, business or property is bound or (iv) violate or result in the revocation or suspension of any Permit.

Non-Contravention. The executionexecution and delivery of the Transaction Documents, the issuance, sale and delivery and of the Securities to be sold by the Company under the Transaction Documents, the performance by Member Representative the Company of this Agreement and its obligations under the other Transaction Documents to which it is or will be a party, and the consummation by Member Representative of the Transactionstransaction contemplated hereby or thereby (including without limitation, the issuance of the Shares and reservation for issuance of the Warrant Shares) do not and will not: not (ia) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a the breach or violation of, or cause constitute (with or permit without the termination, modification, revocation, cancellation, giving of notice or acceleration the passage of time or both) a violation of, or result in default under, (i) any bond, debenture, note or other change evidence of indebtedness, or under any right lease, license, franchise, permit, indenture, mortgage, deed of trust, loan agreement, joint venture or obligation other agreement or the loss of any benefit instrument to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative the Company or any of its assetsSubsidiaries is a party or by which it or its properties may be bound or affected, (vii) the Company’s restated certificate of incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), the Company’s bylaws, as amended and restated and as in effect on the date hereof (the “Bylaws”), or the equivalent document with respect to any of the Company’s Subsidiaries, as amended and as in effect on the date hereof, or (iii) any statute or law, judgment, decree, rule, regulation, ordinance or order of any court or governmental or regulatory body (including the Nasdaq Stock Market), governmental agency, arbitration panel or authority applicable to the Company, any of its subsidiaries or their respective properties, except in the case of clauses (i) and (iii) for such conflicts, breaches, violations or defaults that would not be likely to have, individually or in the aggregate, a Material Adverse Effect, or (b) result in the creation or imposition of any Lien on any asset of Member Representativelien, encumbrance, claim, security interest or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have restriction whatsoever upon any of the effects described material properties or assets of the Company or any of its Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in clauses (i) through (v) any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any if its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company is subject. For purposes of this Section 5.02, with only such exceptions in the case of clauses (iii3(e), (iv)the term “material” shall include agreements, (v) and (vi) asinstruments, do not and would not reasonably be expected contracts or proposed transactions to impair which the Company is a party or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to by which it is bound involving obligations (contingent or will be otherwise) of, or payments to, the Company in excess of $75,000 in a party or to consummate the Transactions12-month period.

Non-Contravention. The execution, Neither the execution and the delivery and performance by Member Representative of this Agreement and or the other Transaction Documents to which it is or will be a partyAncillary Agreements, and nor the consummation by Member Representative of the Transactionstransactions contemplated hereby or thereby, do not and will not: shall (i) contraveneviolate any (A) statute, conflict withregulation, rule, judgment, order, decree, stipulation, injunction, charge, or result in other restriction of any violation government, governmental agency, or breach of court to which any Seller is subject or (B) any provision of any Organizational Documents the charter or bylaws of Member Representative, MGA or (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit constitute a default under, result in the termination, modification, revocation, cancellation, or acceleration of, or result create in any party the right to accelerate, terminate, modify, or cancel, or require a notice under any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest, or other change of any right or obligation or the loss of any benefit arrangement to which Member Representative any Seller is entitled under, any provision of any Contract a party or other instrument binding upon Member Representative by which it is bound or to which any of its assetsassets is subject, (v) result except where the violations, conflicts, breaches, defaults, accelerations, terminations, modifications, cancellations or failures to give notice, individually or in the creation or imposition of any Lien aggregate, would not have a material adverse effect on any asset of Member Representative, or (vi) with the passage of timeAcquired Assets, the giving of notice Assumed Liabilities or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iii), (iv), (v) and (vi) as, do not and would not reasonably be expected to impair or delay, in any material respect, the ability of Member Representative the parties to perform its obligations under consummate the transactions contemplated by this Agreement and the other Transaction Documents to which it is Ancillary Agreements (a "Material Adverse Effect"). Sellers need not give any notice to, make any filing with, or will be a party obtain any authorization, consent, or approval of any government or governmental agency in order for the parties to consummate the Transactionstransactions contemplated by this Agreement and the Ancillary Agreements, except where the failure to do so, individually or in the aggregate, would not have a Material Adverse Effect.

Non-Contravention. The Except as set forth on Schedule ‎3.3 of the Seller Disclosure Schedules, the execution, delivery and performance by Member Representative of this Agreement and the other Transaction Documents to which it is Seller is, or will be be, a party, party and the consummation by Member Representative Seller of the Transactions, transactions contemplated thereby do not and will not: (ia) contravene, conflict with, or require the consent of any Person under, or result in any violation or breach of of, any provision of any the Organizational Documents of Member RepresentativeSeller; (b) conflict with, or require the consent of any Person under, or constitute a default (iior an Event that with the giving of notice or passage of time or both would give rise to a default) other than or cause any material obligation under, or give rise to any right of termination, cancellation, amendment, preferential purchase right or acceleration (with respect or without the giving of notice, or the passage of time or both) under any of the terms, conditions or provisions of, any Contract to which Seller is a party or by which any property or asset of Seller is bound or affected; (c) assuming compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravenematters referred to in Section ‎3.4, conflict with or result in a violation or breach of, or give violate any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, Seller is subject or by which any of the properties property or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative or any of its assets, (v) result in the creation or imposition of any Lien on any asset of Member Representative, Seller is bound; (d) constitute (with or (vi) with the passage of time, without the giving of notice or the taking passage of time or both) an Event which would result in the creation of, or afford any Person the right to obtain, any Lien (other than Permitted Liens) on any asset of Seller or (e) result in the revocation, cancellation, suspension, or material modification, individually or in the aggregate, of any action by another PersonContract or Governmental Approval that is necessary or desirable for the ownership, have any lease or operation of the effects described in clauses (i) through (v) of this Section 5.02Seller as now conducted, with only such exceptions except, in the case cases of clauses (iiib), (ivc), (vd) and (vi) ase), do not and for such defaults or rights of termination, cancellation, amendment, acceleration, violations or Liens as would not reasonably be expected to have a Seller Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which Seller is, or will be, a party or to materially impair or delay, in any material respect, the Seller’s ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is is, or will be be, a party or to consummate the Transactionsparty.

Non-Contravention. The Neither the Corporation nor any Corporation Subsidiary is in violation of its constating documents. None of the Offerings, the execution, delivery and performance by Member Representative of this Agreement or the Ancillary Documents or the consummation of the transactions contemplated herein and therein, including the issue of the Offered Shares and the other Transaction Documents renunciation of CEE to which it is the Flow-Through Subscribers, does or will be a party, and the consummation by Member Representative of the Transactions, do not and will not: will: (i) contravenesubject to compliance by the Underwriters with the provisions of this Agreement, require the consent, approval, authorization, order or agreement of, or registration or qualification with, any Governmental Authority or other person, except: A. such as have been obtained, or B. such as may be required under the Applicable Securities Laws and the policies of each of the TSXV and the NYSE American and will be obtained by the Closing Date; or (ii) conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority default (with or other Person the right to exercise any remedy without notice or obtain relief under, any provision lapse of any Applicable Law or Order to which Member Representativetime, or any of the properties or assets owned or used by Member Representative, is subject, (iiiboth) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the rise to a right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the of termination, modification, revocation, cancellation, cancellation or acceleration of, or result in any other change of any right or obligation or to the loss of or Lien upon any benefit of the consolidated properties or assets of the Corporation under any provision of: A. the constating documents of the Corporation or any Corporation Subsidiary, or B. subject to the filings and other matters referred to in the immediately following sentence: (1) any Contract to which Member Representative the Corporation or any Corporation Subsidiary is entitled under, a party or by which any provision of its properties or assets are bound; (2) any Contract Law applicable to the Corporation or other instrument binding upon Member Representative any Corporation Subsidiary or any of its their respective properties or assets; or (3) any authorization held or obtained by the Corporation or any Corporation Subsidiary or in which they have an economic interest, (v) result other than any such conflicts, violations, defaults, rights, losses or Liens that would not, in the creation or imposition any case of any Lien on any asset of Member Representative, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through or (vii) of this Section 5.02above, with only such exceptions individually or in the case of clauses (iii)aggregate, (iv), (v) and (vi) as, do not and would not reasonably be expected to impair or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be have a party or to consummate the TransactionsMaterial Adverse Effect.

Non-Contravention. The execution, delivery and performance by Member Representative of this Agreement Agreement, the consummation of the transactions contemplated herein and in the Registration Statement, the Preliminary Prospectus and the other Transaction Documents to which it is or will be a partyProspectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Preliminary Prospectus and the Prospectus under the caption “Use of Proceeds”), and compliance by the consummation Triangle Entities with their obligations hereunder have been duly authorized by Member Representative all necessary corporate or partnership action (as applicable), have been effected in accordance with Section 23(b) of the Transactions, 1940 Act (applicable to BDCs pursuant to Section 63 thereof) and do not and will not: , whether with or without the giving of notice or passage of time or both, (i) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause default or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled Repayment Event (as defined herein) under, any provision of any Contract the Agreements and Instruments or other instrument binding upon Member Representative or any of its assets, (v) result in the creation or imposition of any Lien on lien, charge or encumbrance upon any asset property or assets of Member Representativea Triangle Entity pursuant to the terms of the Agreements and Instruments (except to the extent that such breaches, defaults or creations or impositions would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect), (ii) result in any violation of the provisions of the Organizational Documents of either Triangle Entity, each as amended from time to time, or (viiii) with the passage of time, the giving of notice or the taking result in any violation of any action by another Personstatute, have law, rule, regulation, filing, judgment, order, injunction, writ or decree applicable to the Triangle Entity or any of its assets, properties or operations (except to the effects described in clauses (i) through (v) of this Section 5.02extent that such violations would not, with only such exceptions individually or in the case aggregate, be reasonably likely to have a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of clauses any note, debenture or other evidence of indebtedness (iii)or any person acting on such holder’s behalf) the right to require the repurchase, (iv)redemption or repayment of all or a portion of such indebtedness by a Triangle Entity, (v) and (vi) as, do not and would not reasonably be expected to impair or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party or to consummate the Transactionsas applicable.

Non-Contravention. The executionexecution and delivery of this Agreement and, following satisfaction of the Closing conditions set forth in Sections 7 and 8 hereof as applicable to the Closing, the issuance, sale and delivery and performance of the Securities to be sold by Member Representative of the Company under this Agreement and the other performance by the Company of its obligations under the Transaction Documents to which it is or will be a party, and Agreements and/or the consummation by Member Representative of the Transactionstransactions contemplated thereby, do will not and will not: (ia) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a the breach or violation of, or cause constitute (with or permit without the termination, modification, revocation, cancellation, giving of notice or acceleration the passage of time or both) a violation of, or result default under, (i) subject to obtaining the Pre-Closing Consents, any bond, debenture, note or other evidence of indebtedness, or under any lease, license, franchise, permit, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any subsidiary is a party or by which it or its properties may be bound or affected, (ii) the Company’s Restated Certificate of Incorporation, as amended and as in effect on the date hereof, the Company’s Bylaws, as amended and as in effect on the date hereof, or the equivalent document with respect to any other change subsidiary, as amended and as in effect on the date hereof, or (iii) any statute or law, judgment, decree, rule, regulation, ordinance or order of any right court or obligation governmental or regulatory body (including The NASDAQ Stock Market), governmental agency, arbitration panel or authority applicable to the loss of any benefit to which Member Representative is entitled underCompany, any provision of any Contract or other instrument binding upon Member Representative or any of its assetssubsidiaries or their respective properties, except in the case of clauses (vi) and (iii) for such conflicts, breaches, violations or defaults that would not be likely to have, individually or in the aggregate, a Material Adverse Effect, or (b) result in the creation or imposition of any Lien on any asset of Member Representativelien, encumbrance, claim, security interest or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have restriction whatsoever upon any of the effects described material properties or assets of the Company or any of its subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in clauses (i) through (v) any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any if its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company is subject. For purposes of this Section 5.02, with only such exceptions in the case of clauses (iii4(e), (iv)the term “material” shall apply to agreements, (v) and (vi) asunderstandings, do not and would not reasonably be expected instruments, contracts or proposed transactions to impair which the Company is a party or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to by which it is bound involving obligations (contingent or will be otherwise) of, or payments to, the Company in excess of $100,000 in a party or to consummate the Transactions12-month period.

Non-Contravention. The executionexecution and delivery of the Transaction Documents, the issuance, sale and delivery and of the Notes to be sold by the Company, the performance by Member Representative the Company of this Agreement and its obligations under the other Transaction Documents to which it is or will be a party, and the consummation by Member Representative of the Transactions, do transactions contemplated thereby will not and will not: (ia) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any of the properties or assets owned or used by Member Representative, is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which Member Representative is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a the breach or violation of, or cause constitute (with or permit without the termination, modification, revocation, cancellation, giving of notice or acceleration the passage of time or both) a violation of, or result default under, (i) any bond, debenture, note or other evidence of indebtedness, or under any lease, license, franchise, permit, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any subsidiary is a party or by which it or its properties may be bound or affected, (ii) the Company’s Articles of Incorporation, as amended and as in effect on the date hereof, the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), or the equivalent document with respect to any other change subsidiary, as amended and as in effect on the date hereof, or (iii) any statute or law, judgment, decree, rule, regulation, ordinance or order of any right court or obligation governmental or regulatory body (including The NASDAQ Stock Market), governmental agency, arbitration panel or authority applicable to the loss of any benefit to which Member Representative is entitled underCompany, any provision of any Contract or other instrument binding upon Member Representative or any of its assetssubsidiaries or their respective properties, except in the case of clause (vi) for such conflicts, breaches, violations or defaults that would not be likely to have, individually or in the aggregate, a Material Adverse Effect, or (b) result in the creation or imposition of any Lien on any asset of Member Representativelien, encumbrance, claim, security interest or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have restriction whatsoever upon any of the effects described material properties or assets of the Company or any of its subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in clauses (i) through (v) any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any if its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company is subject. For purposes of this Section 5.022.7 the term “material” shall apply to agreements, with only such exceptions in understandings, instruments, contracts or proposed transactions to which the case of clauses (iii), (iv), (v) and (vi) as, do not and would not reasonably be expected to impair Company is a party or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to by which it is bound involving obligations (contingent or will be otherwise) of, or payments to, the Company in excess of $500,000 in a party or to consummate the Transactionsconsecutive 12-month period.

Non-Contravention. The execution, (a) Neither the execution and delivery and performance by Member Representative of this Agreement and by the other Transaction Documents to which it is or will be a party, and Parent Parties nor the consummation by Member Representative the Parent Parties of the TransactionsTransactions will, do not and will not: directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in any violation or breach of any provision of any Organizational Documents of Member Representative, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach ofof or conflict with the certificate or articles of incorporation or bylaws, or give any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, any provision of any Applicable Law or Order to which Member Representative, or any similar organizational documents of the properties Parent Parties; or assets owned (ii) subject to obtaining or used by Member Representativemaking the consents, is subjectapprovals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iiib) contravene, conflict withbelow, violate any Judgment or result Law applicable to the Parent Parties, in each case, other than any such event which, individually or in the loss of any benefit to which Member Representative is entitled underaggregate, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Member Representative, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative or any of its assets, (v) result in the creation or imposition of any Lien on any asset of Member Representative, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iii), (iv), (v) and (vi) as, do not and would not reasonably be expected to impair have a Parent Material Adverse Effect. (b) No consent, approval, order or delayauthorization of, or registration, declaration or filing with, any Governmental Body is necessary to be obtained or made by the Parent Parties in any material respectconnection with the Parent Parties’ execution, the ability delivery and performance of Member Representative to perform its obligations under this Agreement and or the other Transaction Documents to which it is or will be a party or to consummate consummation by the Parent Parties of the Transactions, except for (i) compliance with the DGCL (including, with respect to the filing of the Certificate of Merger), (ii) compliance with and filings pursuant to the HSR Act and other applicable Antitrust Laws of any jurisdiction, (iii) the filing with the SEC of any documents required to be filed with the SEC by the Parent Parties in pursuant to this Agreement or in connection with the Transactions and (iv) such other consents, approvals, orders, waivers, authorizations, actions, nonactions, registrations, declarations, filings, permits and notices the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.