December 31 Uses in No Conflicts; Consents Clause

No Conflicts; Consents from Asset Purchase Agreement

This Asset Purchase Agreement (this "Agreement"), dated as of November 22, 2016, is entered into by and among RE/MAX of Kentucky/Tennessee, Inc., a Georgia corporation ("RE/MAX KY/TN"), RE/MAX of Georgia, Inc., a Georgia corporation ("RE/MAX GA"), and RE/MAX of Southern Ohio, Inc. a Georgia corporation ("RE/MAX OH" and, together with RE/MAX KY/TN and RE/MAX GA, the "Sellers"), RE/MAX, LLC (formerly known as RE/MAX International, Inc. and as RE/MAX of America, Inc.) a Delaware limited liability company ("Buyer"), Lisa McPherson, Scott McPherson, Robin McPherson, and Frank McCarty, each in their respective capacity as co-trustee for The McPherson Family Trust, a trust formed and existing pursuant to Georgia law (the "Stockholder") and solely for the purposes of Sections 4.02(c), 6.03, 6.07, 6.08, and 6.12 herein, Dane Ellison and David Smith (collectively, the "Key Employees").

No Conflicts; Consents. The execution, delivery and performance by Seller and the Stockholder of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not, except as set forth in Section 4.04 of the Disclosure Schedules,: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, bylaws, or other organizational document of Seller; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or the Stockholder, the Business or the Purchased Assets; (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, could constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract or Permit to which Seller or the Stockholder is a party or by which Seller or the Stockholder or the Business is bound or to which any of the Purchased Assets are subject (including any Assigned Contract); or (d) result in the creation or imposition of any Encumbrance on the Purchased Assets. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller or the Stockholder in connection with the execution and delivery of this Agreement or any of the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents from Asset Purchase Agreement

Article I Definitions 1 Article II Purchase and Sale 9 Section 2.01 Purchase and Sale of Assets 9 Section 2.02 Excluded Assets 10 Section 2.03 Assumed Liabilities 11 Section 2.04 Excluded Liabilities 11 Section 2.05 Purchase Price 12 Section 2.06 Allocation Schedule 12 Section 2.07 Third Party Consents 13 Section 2.08 Post Closing Adjustment 13 Article III Closing 13 Section 3.01 Closing 13 Section 3.02 Closing Deliverables 14 Article IV Representations and warranties of seller 16 Section 4.01 Organization and Qualification of Seller 16

No Conflicts; Consents. The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the articles of organization, operating agreement or other organizational documents of Seller or cause the trigger of any rights of first refusal; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller, the Business or the Purchased Assets; (c) except as set forth in Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract or Permit (i) to which Seller is a party, (ii) by which Seller or the Business is bound or (iii) to which any of the Purchased Assets are subject (including any Assigned Contract) to the extent such Contract or Permit constitutes any of the Purchased Assets or would otherwise affect the transfer of the Purchased Assets; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on the Purchased Assets, except in the case of clauses (c) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Encumbrance would not, individually or in the aggregate, have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller in connection with the execution and delivery of this Agreement or any of the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents from Stock Purchase Agreement by and Among

This Stock Purchase Agreement (this Agreement), dated as of September 2, 2016, is entered into by and among Truck Components Inc., a Delaware corporation (Seller), Accuride Corporation, a Delaware corporation (Parent), solely with respect to Sections 3.01, 3.05, 5.10, 5.11, 5.12, 6.02, 6.04, 6.05, 6.06 and 6.07, and Grede Holdings LLC, a Delaware limited liability company (Buyer). Seller and Buyer are sometimes each referred to herein individually as a Party and collectively as the Parties).

No Conflicts; Consents. The execution, delivery and performance by each of Seller and Parent of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (a) result in a violation or breach of any provision of the certificate of incorporation or by-laws of either Seller, Parent or the Company; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to either Seller, Parent or the Company; or (c) except as set forth in Section 3.05 of the Seller Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or result in the acceleration of any Material Contract, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to give notice would not have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller, Parent or the Company in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except as set forth in Section 3.05 of the Seller Disclosure Schedules and except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have a Material Adverse Effect.

No Conflicts; Consents from Asset Purchase Agreement

This Asset Purchase Agreement (this "Agreement"), dated as of July 26, 2016, is entered into between Big Al's Security Team, LLC, a Colorado limited liability company, BAST Oregon, LLC, a Colorado limited liability company, BAST Arizona, LLC, a Colorado limited liability company Precision Operations Group, Inc. a Colorado corporation, and Precision Operations Group SHS, LLC a Colorado limited liability company (Collectively "Sellers") and CSA, LLC, a Colorado limited liability company, ("Buyer"). With respect to Section 6.04 only,

No Conflicts; Consents. The execution, delivery and performance by Sellers of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Sellers; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers, the Business or the Purchased Assets; (c) except as set forth in Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract or Permit to which Sellers is a party or by which Sellers or the Business is bound or to which any of the Purchased Assets are subject (including any Assigned Contract); or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on the Purchased Assets. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers in connection with the execution and delivery of this Agreement or any of the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents from Membership Interest Purchase Agreement

This Membership Interest Purchase Agreement (this Agreement), dated as of June 8, 2016, is entered into between Selling Source, LLC, a Delaware limited liability company (Seller), and IDI, Inc., a Delaware corporation (Buyer).

No Conflicts; Consents. The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the Organizational Documents of Seller, the Company, or the Subsidiaries of the Company; (b) conflict with or result in a violation or breach in any material respect, of any provision of any Law or Governmental Order applicable to Seller, the Company, or the Subsidiaries of the Company; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract to which Seller, the Company, or the Subsidiaries of the Company is a party or by which Seller, the Company or the Subsidiaries of the Company is bound or to which any of their respective properties and assets are subject or any material Permit affecting the properties, assets or business of the Company or its Subsidiaries; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Company or its Subsidiaries. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller, the Company, or the Subsidiaries of the Company in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents from Stock Purchase Agreement

This Stock Purchase Agreement (this "Agreement"), dated as of March 7, 2016, is entered into among the parties listed on Exhibit A-1 hereto (each, a "Seller" and collectively, the "Sellers") and EyeGate Pharmaceuticals, Inc., a Delaware corporation ("Buyer").

No Conflicts; Consents. The execution, delivery and performance by each Seller of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of any Seller or the Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to any Seller or the Company; (c) except as set forth in Section 3.06 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which any Seller or the Company is a party or by which any Seller or the Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller or the Company in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents from Redemption Agreement

Article I Definitions 1 Article II Purchase and Sale 13 Section 2.01 Basic Transaction 13 Section 2.02 Closing Payments 13 Section 2.03 Purchase Price Adjustment 13 Section 2.04 Adjustments to Purchase Price 15 Section 2.05 Payment of Purchase Price Adjustment 16 Section 2.06 Withholding Rights 17 Section 2.07 Closing 17 Section 2.08 Closing Deliveries 17 Article III Representations and Warranties of Seller 19 Section 3.01 Organization and Authority of Seller 19 Section 3.02 Organization, Authority and Qualification of the Company 19 Section 3.03 Capitalization 20

No Conflicts; Consents. Neither, the execution, delivery and performance by Seller of this Agreement or any of the other Transaction Documents to which it is a party, nor the consummation of the Transactions, will: (a) result in a violation or breach of any provision of the certificate of incorporation or by-laws or other organizational documents of Seller or the Company; (b) result in a material violation or material breach of any provision of any Law or Governmental Order applicable to Seller or the Company; or (c) except as set forth in Section 3.05(a) of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a material violation or material breach of, constitute a material default or an event that, with or without notice or lapse of time or both, would constitute a material default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Seller or the Company is a party or by which Seller or the Company is bound or to which any of their respective properties or assets are subject (including any Material Contract) or any Permit relating to the properties, assets or business of the Company; or (d) result in the creation or imposition of any Encumbrance (other than Permitted Encumbrances) on any properties or assets of the Company or the Redeemed Shares. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller or the Company in connection with the execution and delivery of this Agreement or the other Transaction Documents or the consummation of the Transactions, except as set forth in Section 3.05(b) of the Disclosure Schedules.

No Conflicts; Consents from Partnership Interest Purchase Agreement

This Partnership Interest Purchase Agreement (this "Agreement") is dated as of December 1, 2015, by and among National Waste Management, Inc., a Florida corporation (the "Seller"), and National Waste Management Holdings, Inc., a Florida corporation (the "Buyer").

No Conflicts; Consents. The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the Organizational Documents of Seller or Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or the Company; (c) require the consent, notice or other action by any Person (except for that of Waste Management in for Buyer to be admitted as a member and participate in the management of the Company),under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Seller or the Company is a party or by which Seller or the Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Encumbrance on any properties or assets of the Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller or the Company in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents from Partnership Interest Purchase Agreement

This Partnership Interest Purchase Agreement (this "Agreement") is dated as of November 23, 2015, by and among PDA Management Corp. (the "Seller"), a Nevada corporation authorized to do business in the State of Florida, and National Waste Management Holdings, Inc., a Florida corporation (the "Buyer").

No Conflicts; Consents. The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the Organizational Documents of Seller or Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or the Company; (c) require the consent, notice or other action by any Person (except for that of Waste Management in for Buyer to be admitted as a member and participate in the management of the Company),under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Seller or the Company is a party or by which Seller or the Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Encumbrance on any properties or assets of the Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller or the Company in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Consents from Asset Purchase Agreement

This Asset Purchase Agreement (this "Agreement"), dated as of September 1, 2015, is entered into by and among PATRICK INDUSTRIES, INC., an Indiana corporation ("Buyer"), North American Forest Products, Inc., an Indiana corporation ("NAFP"), North American Moulding, LLC, an Indiana limited liability company ("NAM," and with NAFP, each individually and collectively "Sellers"), the Shareholders (as defined in Article 1), the Member (as defined in Article 1), and John R. Wiley II, an individual Shareholder (the "Shareholders' and Member's Representative") solely for the purposes of complying with SS 10.2 Notices.

No Conflicts; Consents. The execution, delivery and performance by Sellers of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, organization, by-laws, operating agreement or other organizational documents of Sellers, as applicable; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Sellers, the Business or the Purchased Assets; (c) except as set forth in Section 5.3 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract or Permit to which Sellers are parties, individually or collectively, or by which Sellers or the Business is bound or to which any of the Purchased Assets are subject (including any Assigned Contract); or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on the Purchased Assets. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Sellers in connection with the execution and delivery of this Agreement or any of the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act.