Common use of Consents and Approvals; No Violations Clause in Contracts

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which Laser, Merger Sub or any of their subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries or any of their properties or assets, except, in the case of clauses (b) and (c), for violations, breaches or defaults which would not individually or in the aggregate have a Laser Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act, the Securities Actof, the Exchange Act, Competition Laws, the HSR Act and state securities or blue sky Lawslaws, and the filing none of the Certificate execution, delivery or performance of Merger in such form as required bythis Agreement by each of Parent, and executed in accordance with the relevant provisions ofPurchaser or Purchaser's Subsidiary, the DGCLconsummation by each of Parent, no Purchaser and Purchaser's Subsidiary of the Transactions or compliance by each of Parent, Purchaser or Purchaser's Subsidiary with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws of each of Parent, Purchaser or Purchaser's Subsidiary, (ii) require any filing with, and no or permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this AgreementGovern mental Entity, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instru ment or obligation to which Lasereach of Parent, Merger Sub Purchaser or any of their subsidiaries Purchaser's Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound; , or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Lasereach of Parent, Merger SubPurchaser or Purchaser's Subsidiary, or any of their subsidiaries Subsidiaries or any of their properties or assets, except, in excluding from the case of foregoing clauses (bii), (iii) and (c), for iv) such violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Laser Material Adverse Effectmaterial adverse effect on the ability of each of Parent, Purchaser or Purchaser's Subsidiary to consummate the Transactions or which arise from the regulatory status of Seller or the Business Subsidiaries.

Consents and Approvals; No Violations. Except for applicable requirements The execution and delivery of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities or blue sky Lawsthis Agreement does not, and the filing consummation of the Certificate of Merger in such form as required by, transactions contemplated thereby and executed in accordance compliance with the relevant provisions ofthereof will not, (i) conflict with or result in any breach of any provision of the DGCLrespective certificate of incorporation or bylaws or similar organizational documents of Parent, no any of its subsidiaries or the Purchaser, (ii) require on the part of Parent or the Purchaser any filing with, and no or permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this AgreementGovernmental Entity, except for as set forth below and except where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made or obtained make such filings would not (i) individually or in the aggregate have a Laser Material Adverse Effect or material adverse effect on Parent and its Subsidiaries taken as a whole, (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which LaserParent, Merger Sub or any of their subsidiaries its Subsidiaries or the Purchaser is a party or by which any of them or any of their properties or assets may be bound; bound or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger SubParent, any of their subsidiaries its Subsidiaries or the Purchaser or any of their properties or assets, except, in excluding from the case of foregoing clauses (biii) and or (c), for iv) such violations, breaches or defaults which would not not, either individually or in the aggregate aggregate, have a Laser Material Adverse Effectmaterial adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated hereby. No consent, approval, Order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent and Purchaser or the consummation by Parent and Purchaser of the transactions contemplated hereby, except for (1) the filing of a premerger notification and report form by Parent under the HSR Act; (2) the filing with the SEC of (A) the Schedule 14D-1 and (B) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby; (3) the filing of the Certificate of Merger with the Secretary of State and appropriate documents with the relevant authorities of other states in which Parent is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or corporate or "blue sky" laws; (4) such other filings and consents as may be required under any Environmental Law pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; and (5) such consents, approvals, Orders or authorizations the failure of which to be made or obtained would not, either individually or in the aggregate, have a material adverse effect on Parent and its Subsidiaries taken as a whole.

Consents and Approvals; No Violations. Except for (a) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Exchange Act, the Securities Act, the Exchange Act, Competition Laws, Nasdaq and state securities or state “blue sky Laws, sky” laws and (b) the filing of the Certificate Articles of Merger in such form as required by, and executed in accordance with the relevant provisions ofSecretaries of State of the States of Delaware and Florida, none of the execution, delivery or performance of this Agreement by Parent or Merger Sub, the DGCLconsummation by Parent or Merger Sub of the Transaction or compliance by Parent or Merger Sub with any of the provisions hereof will (A) conflict with or result in any breach of any provision of the organizational documents of Parent or Merger Sub, no (B) require any filing by Parent or Merger Sub with, and no notice to, or permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this AgreementGovernmental Entity, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (bC) result in a violation or breach by Parent or Merger Sub of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract loan note, bond, mortgage, credit agreement, reciprocal easement agreement, permit, concession, franchise, indenture, lease, license, contract, agreement or other instrument or obligation to which Laser, Parent or Merger Sub or any of their respective subsidiaries is a party or by which any of them or any of their the respective properties or assets of any of the foregoing may be bound; or , (cD) violate any order, writ, injunction, decree, statute, rule Laws or regulation applicable to Laser, (E) result in the creation or imposition of any Encumbrance on any asset of Parent or Merger Sub, any of their subsidiaries or any of their properties or assets, except, in excluding from the case of foregoing clauses (bB), (C) and (c)D) such filings, for notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not not, individually or in the aggregate aggregate, (I) prevent or materially delay consummation of the Merger, (II) otherwise prevent or materially delay performance by Parent or Merger Sub of its material obligations under this Agreement or (III) have a Laser Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for -------------------------------------- filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Offer Documents), the HSR Act, the Securities ActDGCL, the Exchange Actlaws of other states in which Parent is qualified to do or is doing business, Competition Lawsstate takeover laws and foreign and supranational laws relating to antitrust and anticompetition clearances, neither the execution, delivery or performance of this Agreement by Parent and state securities or blue sky Laws, Sub nor the consummation by Parent and the filing Sub of the Certificate transactions contemplated hereby will (i) conflict with or result in any breach of Merger in such form as required any provision of the respective certificate of incorporation or by-laws of Parent and Sub, and executed in accordance with the relevant provisions of, the DGCL, no (ii) require any filing with, and no or permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for Governmental Entity (except where the consummation by Laser or Merger Sub of the transactions contemplated by this Agreement, except for failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made or obtained make such filings would not (i) individually be reasonably expected to prevent or in the aggregate have a Laser Material Adverse Effect or (ii) materially delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither Offer and/or the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated herebyMerger), nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancelation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, license, lease, contract, agreement or other instrument or obligation to which Laser, Merger Sub Parent or any of their its subsidiaries is a party or by which any of them or any of their properties or assets may be bound; bound or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger SubParent, any of their its subsidiaries or any of their properties or assets, except, except in the case of clauses (biii) and (c), iv) for violations, breaches or defaults which would not not, individually or in the aggregate have a Laser Material Adverse Effectaggregate, be reasonably expected to prevent or materially delay the consummation of the Offer and/or the Merger.

Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the HSR Exchange Act, the Securities Act, the Exchange rules and regulations of the NASD, the HSR Act, Competition Laws, and state securities or blue sky LawsBlue Sky laws and California Law and Delaware Law, none of the execution, delivery or performance of this Agreement by each of Parent and Merger Sub, the filing consummation by each of Parent and Merger Sub of the Transactions or compliance by each of Parent and Merger Sub with any of the provisions hereof shall (i) conflict with or result in any breach of any provision of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions ofIncorporation, the DGCLBylaws or similar organizational documents of Parent or any Parent Subsidiary, no (ii) require any filing with, and no or permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this AgreementGovernmental Entity, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (biii) result in a violation or breach of, or constitute (with or without due notice or lapse the passage of time or both) a any default (or give rise to any right of termination, cancellation termination or accelerationamendment or result in the creation of a lien on the properties or assets of Parent or any Parent Subsidiary) under, under any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which LaserParent Agreement, Merger Sub or any of their subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger SubParent or any Parent Subsidiary, any of their subsidiaries to which Parent or any Parent Subsidiary is a party or by which any of their properties or assetsthe assets of any of them is bound, exceptexcluding from the foregoing clauses, in the case of clauses (bii), (iii) and (c), for iv) such violations, breaches or defaults (or rights or liens) which would not not, individually or in the aggregate aggregate, have a Laser Material Adverse Effectmaterial adverse effect on Parent and the Parent Subsidiaries, taken as a whole or on the ability of Parent to perform its obligations under this Agreement, the Related Agreements or the ability of Parent to consummate the Merger and the other Transactions. There are no third party consents or approvals required to be obtained under any Parent Agreement prior to the consummation of the Transactions, except for such consents and approvals the failure of which to be obtained, would not, individually or in the aggregate, have a material adverse effect on Parent and the Parent Subsidiaries, taken as a whole.

Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act, the Securities Actof, the Exchange Act, Competition Laws, the HSR Act and state securities or blue sky Lawslaws, and the filing except as indicated on Part 3.6 of the Certificate Disclosure Schedule hereto, none of Merger in such form as required bythe execution, and executed in accordance with delivery or performance of this Agreement by the relevant provisions ofSellers, the DGCLconsummation by the Sellers of the Transactions or compliance by the Sellers with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation, no the certificate of organization, the by-laws, operating agreement, limited liability company agreement, limited partnership agreement or similar organizational documents of the Sellers or any Target Subsidiary, (ii) require any filing with, and no or permit, authorization, consent or approval of, any governmental Governmental Entity or regulatory authority is necessary for the consummation by Laser or Merger Sub other Person (including, without limitation, consents from parties to loans, contracts, leases and other agreements to which either of the transactions contemplated by this AgreementSellers or any Target Subsidiary is a party), except for such filings(iii) require any consent, permitsapproval or notice under, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (b) result in a violation or breach of, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract agreement to which Laser, Merger Sub either of the Sellers or any of their subsidiaries the Target Subsidiaries is a party or by which any of them or any of their properties or assets may be the Target Assets are bound; , or (civ) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Laserthe Sellers, Merger Subthe Target Assets, any of their subsidiaries Target Subsidiary or any of their properties or assets, except, in excluding from the case of clauses foregoing clause (b) and (cii), for such violations, breaches or defaults which would not have, individually or in the aggregate have aggregate, a Laser Material Adverse Effectmaterial adverse effect on the Targeted Businesses.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act, the Securities Actof, the Exchange Act, Competition Lawsthe HSR Act, and state securities or blue sky Laws, laws and the filing NCBCA, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser nor the consummation by Parent or the Purchaser of the Certificate transactions contemplated hereby nor compliance by Parent or the Purchaser with any of Merger the provisions hereof will (i) conflict with or result in such form as required any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaser, and executed in accordance with the relevant provisions of, the DGCL, no (ii) require any filing with, and no or permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this AgreementGovernmental Entity, (iii) except for such filingsas set forth on Schedule 4.3, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which LaserParent, Merger Sub or any of their subsidiaries its Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound; bound or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger SubParent, any of their subsidiaries its Subsidiaries or any of their properties or assets, except, in excluding from the case of clauses foregoing clause (biii) and (c), for such violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Laser Material Adverse Effectmaterial adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for ------------------------------------- filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Actof, the Securities Act, the Exchange Act, Competition Laws, and state securities or blue sky Lawslaws, the HSR Act, and the filing and recordation of the Certificate a certificate of Merger in such form merger as required by, and executed in accordance with the relevant provisions of, by the DGCL, no filing withwith or notice to, and no permit, authorization, consent or approval of, any governmental or regulatory authority Governmental Entity is necessary for the execution and delivery by Purchaser of this Agreement or the consummation by Laser or Merger Sub Purchaser of the transactions contemplated by this AgreementTransactions, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not (i) individually or in the aggregate have a Laser Material Adverse Effect material adverse effect on the ability of Purchaser to consummate the Offer or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this AgreementMerger. Neither the execution execution, delivery and delivery performance of this Agreement by Laser or Merger Sub Purchaser nor the consummation by Laser or Merger Sub Purchaser of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, Transactions will (ai) conflict with or result in any breach of any provisions provision of the respective certificate of incorporation or by-laws (or similar governing documents) of Laser Purchaser or Merger Sub; any of Purchaser's Subsidiaries, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Laser, Merger Sub Purchaser or any of their subsidiaries Purchaser's Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Laser, Merger Sub, Purchaser or any of their subsidiaries Purchaser's Subsidiaries or any of their respective properties or assets, except, except in the case of clauses (bii) and or (c), iii) for violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Laser Material Adverse Effectmaterial adverse effect on the ability of Purchaser to consummate the Offer or the Merger.

Consents and Approvals; No Violations. Except for ------------------------------------- filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Exchange Act, the HSR Act, the Securities ActATF, the Exchange ActUnited States Customs Service, Competition Lawsstate or foreign laws relating to takeovers, and state securities or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions oflaws, the DGCL, no foreign antitrust laws or the laws of other states in which Parent or the Purchaser is qualified to do or is doing business, neither the execution, delivery or performance of this Agreement by Parent and the Purchaser nor the consummation by Parent and the Purchaser of the transactions contemplated hereby nor compliance by Parent and the Purchaser with any of the provisions hereof shall (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws or similar organizational documents of Parent, any of its subsidiaries or the Purchaser, (ii) require on the part of Parent or the Purchaser any filing with, and no or permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (bGovernmental Entity,(iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which LaserParent, Merger Sub or any of their subsidiaries its Subsidiaries or the Purchaser is a party or by which any of them or any of their properties or assets may be bound; , except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained, or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger SubParent, any of their subsidiaries its Subsidiaries or the Purchaser or any of their properties or assets, except, in excluding from the case of foregoing clauses (b) and (cii), for (iii) or (iv) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings, or the existence of such violations, breaches or defaults which defaults, would not not, individually or in the aggregate aggregate, have a Laser Material Adverse Effectmaterial adverse effect on Parent, its Subsidiaries and the Purchaser taken as a whole and shall not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities No filing with or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing withnotice to, and no permit, authorization, registration, consent or approval of, any governmental Governmental Entity is required on the part of Purchaser or regulatory authority is necessary any of its Affiliates (including Parent) for the execution, delivery and performance by Purchaser of this Agreement or the consummation by Laser or Merger Sub Purchaser of the transactions contemplated by this Agreement, except for such filingscompliance with the applicable requirements of the HSR Act and of any non-U.S. Antitrust Laws listed on Section 4.3 of the Purchaser Disclosure Schedule. Assuming compliance with the items described in the preceding sentence, permits, authorizations, consents or approvals the failure of which to be made or obtained and except as would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay impair in any material respect the ability of Seller or Purchaser, as the case may be, to perform their respective obligations under this Agreement or prevent or materially delay the consummation of any the Sale, neither the execution, delivery and performance of this Agreement by Purchaser nor the consummation by Purchaser of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach breach, violation or infringement of any provisions provision of the certificate respective articles of incorporation or by-laws bylaws (or similar governing documents) of Laser Purchaser or Merger Sub; any of its Subsidiaries, (b) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time time, or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which Laser, Merger Sub Purchaser or any of their subsidiaries its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (c) violate or infringe any order, writ, injunction, decree, statute, rule or regulation Law applicable to Laser, Merger Sub, Purchaser or any of their subsidiaries its Subsidiaries or any of their respective properties or assets, except, in the case of clauses (b) and (c), for violations, breaches or defaults which would not individually or in the aggregate have a Laser Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements as set forth on Section 3.5 of the HSR ActLanxide Disclosure Schedule, the Securities Act, the Exchange Act, Competition Laws, execution and state securities or blue sky Lawsdelivery of this Agreement do not, and the filing consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Lanxide or any of its Subsidiaries under: (i) any provision of the Certificate of Merger Incorporation or By-laws of Lanxide or the comparable charter or organization documents or by-laws of any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, agreement, instrument, permit, concession, franchise or license applicable to Lanxide or any of its Subsidiaries, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Lanxide or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such form as required byviolations, and executed defaults, rights, liens, security interests, charges or encumbrances that, individually or in accordance with the relevant provisions ofaggregate, would not reasonably be expected to have a Material Adverse Effect or prevent the DGCL, no consummation of any of the transactions contemplated hereby. No filing or registration with, and no permit, or authorization, consent or approval of, any domestic (federal and state), foreign (including provincial) or supranational court, commission, governmental body, regulatory agency, authority or regulatory authority tribunal (a "Governmental Entity") is required by or with respect to Lanxide or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Lanxide or is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this Agreement, except for the filing of the Certificates of Designation with the Secretary of State of the State of Delaware and such filingsconsents, permitsorders, authorizations, consents or approvals registrations, declarations and filings the failure of which to be made obtain or obtained make would not (i) not, individually or in the aggregate aggregate, reasonably be expected to have a Laser Material Adverse Effect or (ii) delay in any material respect or and would not prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which Laser, Merger Sub or any of their subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries or any of their properties or assets, except, in the case of clauses (b) and (c), for violations, breaches or defaults which would not individually or in the aggregate have a Laser Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Exchange Act (including the filing with the SEC of the Offer Documents), the HSR Act, the Securities ActDGCL, the Exchange Act, Competition Lawsforeign and state antitrust and competition laws of jurisdictions in which Purchaser or Merger Sub is qualified to do or is doing business as set forth in Schedule 5.3 hereto, and state securities takeover laws neither the execution, delivery or blue sky Lawsperformance of this Agreement by Purchaser and Merger Sub, nor the consummation by Purchaser and the filing Merger Sub of the Certificate transactions contemplated hereby, will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Purchaser and Merger in such form as required bySub, and executed in accordance with the relevant provisions of, the DGCL, no (ii) require any filing with, and no or permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for Governmental Entity (except where the consummation by Laser or Merger Sub of the transactions contemplated by this Agreement, except for failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made or obtained make such filings would not (i) individually prevent or in the aggregate have a Laser Material Adverse Effect or (ii) materially delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither Offer and/or the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated herebyMerger), nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, license, lease, contract, agreement or other instrument or obligation to which Laser, Merger Sub Purchaser or any of their subsidiaries its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; bound or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger SubPurchaser, any of their subsidiaries its Subsidiaries or any of their properties or assets, except, except in the case of clauses (biii) and (c), iv) for violations, breaches breaches, defaults or defaults terminations which would not individually or in the aggregate have a Laser Material Adverse Effectaggregate, would not prevent or materially delay the consummation of the Offer and/or the Merger. No filing, permit, authorization, consent or approval is required under the European Merger Regulation No. 4064/89, as amended by Regulation No. 1310/97, in connection with the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except as set forth in the Acquiror Disclosure Letter and for applicable requirements of the 1933 Act, the 1934 Act, state Blue Sky laws, the HSR Act, the Securities Actif any, the Exchange Act, Competition Laws, filing and state securities or blue sky Laws, recordation of the Delaware Merger Certificate and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCLTarget Required Filings, no filing or registration with, and no permitconsent, authorization, consent declaration or approval of, any governmental Governmental Entity, or regulatory authority any third party, is necessary for the consummation execution, delivery and performance by Laser Acquiror or Merger Sub Newco of this Agreement or any of the Ancillary Documents or the consummation of the Merger and the other transactions contemplated by this AgreementAgreement and the Ancillary Documents. Except as set forth in the Acquiror Disclosure Letter, except for such filingsneither the execution, permits, authorizations, consents delivery and performance by Acquiror or approvals Newco of this Agreement or any of the failure Ancillary Documents nor the consummation by Acquiror or Newco of which to be made or obtained would not the Merger and the other transactions contemplated by this Agreement and the Ancillary Documents will (i) individually constitute any violation or in breach of any provision of the aggregate have a Laser Material Adverse Effect charter documents of Acquiror or Newco, or (ii) delay in constitute any material respect violation or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (b) result in a violation or breach provision of, or constitute a default (or an event which, with or without due the giving of notice or lapse the passage of time or both, would constitute a default) under, or result in the termination or in a default (or give rise to any right of terminationtermination or cancellation of, cancellation or acceleration) accelerate the performance required by, or result in the creation of any Encumbrances upon any of the properties of the Company under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of any material Acquiror Contract (as defined for purposes of Form 10-K) Contract below), or any license, franchise, permit, concession, lease, Contract, or other instrument, or other obligation to which Laserthe Company is a party, Merger Sub or by which the Company or any of their subsidiaries its properties is a party bound or by which any of them or any of their properties or assets may be bound; or affected, except with respect to clause (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries or any of their properties or assets, except, in the case of clauses (b) and (cii), for violations, breaches or defaults those which would could not individually or in the aggregate have a Laser an Acquiror Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements None of the HSR Actexecution, the Securities Act, the Exchange Act, Competition Laws, and state securities delivery or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery performance of this Agreement by Laser Parent or Merger Sub nor the Purchaser, the consummation by Laser Parent or Merger Sub the Purchaser of the transactions contemplated herebyTransactions, nor or compliance by Laser Parent or the Purchaser with any of the provisions hereof, of this Agreement will (a) conflict with or result in any breach of any provisions provision of the certificate Certificate of incorporation Incorporation, the Bylaws or by-laws similar organizational documents of Laser Parent or Merger Sub; the Purchaser, (b) violate, conflict with or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, provisions under any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which Laser, Merger Sub Parent or any of their subsidiaries the Purchaser is a party or by which any either of them or any of their respective properties or assets may be bound; , (c) require any material filing by Parent or the Purchaser with, or permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act and Securities Act, (ii) any filing pursuant to the DGCL, (iii) the filing with the SEC and the NASDAQ Stock Market of (A) the Schedule TO, (B) the Proxy Statement, if stockholder approval is required by law, and (C) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the Transactions, or (civ) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws), or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to LaserParent or Purchaser, Merger Sub, any of their subsidiaries or any of their respective properties or assets, except, except in the case of clauses (b) and or (c), for ) such violations, breaches or defaults which would not not, individually or in the aggregate have a Laser Material Adverse Effectaggregate, impair in any material respect the ability of each of Parent and the Purchaser to perform its obligations under this Agreement, as the case may be, or prevent or materially delay the consummation of the Transactions.

Consents and Approvals; No Violations. Except for applicable requirements of (a) filings pursuant to the HSR Act, the Securities Act, (b) applicable requirements under the Exchange Act, Competition Laws, and state securities or blue sky Laws, and (c) the filing of the Certificate Certificates of Merger Merger, (d) applicable requirements under corporation or "blue sky" laws of various states, (e) the Insurance Regulatory Approvals or (f) as described in such form as required bythis Agreement, neither the execu- 33 tion, delivery or performance of this Agreement by Parent and executed in accordance with the relevant provisions of, the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for Purchaser nor the consummation by Laser or Merger Sub Parent and the Purchaser of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not hereby will (i) individually violate any provision of the Articles of Incorporation or in By-Laws of Parent or the aggregate have a Laser Material Adverse Effect or Purchaser, (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Laser, Merger Sub Parent or any of their subsidiaries its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or bound and which has been filed as an exhibit to the Parent SEC Documents (cas defined in Section 4.4 hereof), (iii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to Laser, Merger SubParent, any of their subsidiaries its Subsidiaries or any of their properties or assets, exceptor (iv) require on the part of Parent or the Purchaser any filing or registration with, notification to, or authorization, consent or approval of, any court, legislative, executive or regulatory authority or agency (a "Governmental Entity"); except in the case of clauses (b) and (cii), (iii) or (iv) for such violations, breaches or defaults which, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to obtain, (A) would not individually or in the aggregate have a Laser Parent Material Adverse EffectEffect and would not materially adversely affect the ability of Parent and the Purchaser to consummate the transactions contemplated by this Agreement, or (B) become applicable as a result of the business or activities in which the Company is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, the Company.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities No filing with or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing withnotice to, and no permit, authorization, consent or approval of, any governmental Governmental Entity is required on the part of Parent, Purchaser or regulatory authority is necessary any of their Affiliates for the execution, delivery and performance by Parent, Purchaser and/or their Affiliates, as applicable, of this Agreement or any Ancillary Agreement or the consummation by Laser or Merger Sub Parent, Purchaser and/or their Affiliates, as applicable, of the transactions contemplated by this Agreementhereby or thereby, except for such filings(a) the Required Regulatory Approvals; or (b) any permit, permitsdeclaration, authorizationsfiling, consents authorization, registration, consent or approvals approval, the failure of which to be made make or obtained obtain would not (i) reasonably be expected to have, individually or in the aggregate have aggregate, a Laser Purchaser Material Adverse Effect Effect. Assuming compliance with the items described in clauses (a) and (b) of the preceding sentence, neither the execution, delivery or (ii) delay in performance of this Agreement or any material respect or prevent Ancillary Agreement by Parent, Purchaser and/or their Affiliates, as applicable, nor the consummation of any by Parent, Purchaser and/or their Affiliates, as applicable, of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser hereby or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, thereby will (ai) conflict with or result in any breach or violation of any provisions provision of the certificate of incorporation Parent’s or by-laws of Laser or Merger Sub; Purchaser’s Organizational Documents, (bii) result in a breach or violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Encumbrance, except for Permitted Encumbrances, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract or material Permit to which LaserParent, Merger Sub Purchaser or any of their subsidiaries is a party respective properties or by which assets are bound, or (iii) violate any of them Law applicable to Parent, Purchaser or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries Affiliates or any of their respective properties or assets, except, in the case of clauses (bii) and or (ciii), for breaches, violations, breaches defaults, Encumbrances or defaults which other rights that would not reasonably be expected to have, individually or in the aggregate have aggregate, a Laser Purchaser Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements None of the HSR Actexecution, the Securities Act, the Exchange Act, Competition Lawsdelivery, and state securities or blue sky Lawsperformance by the Unit Holder of this Agreement, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub the Unit Holder of the transactions contemplated by this Agreementhereby (the “Transactions”), except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser the Unit Holder with any of the provisions hereof, hereof will (ai) conflict with or violate any law applicable to, binding upon or enforceable against such Unit Holder, or by which the Units held by such Unit Holder are bound, (ii) result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or an event which would, with the passage of time, or giving of notice or both, constitute a default) under, require any consent of any person pursuant to, give rise to any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or acceleration) penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any persons or otherwise adversely affect such Unit Holder’s rights under, any of the termscontract, conditions lease, agreement, permit or provisions of any material (as defined for purposes of Form 10-K) Contract other instrument to which Laser, Merger Sub or any of their subsidiaries such Unit Holder is a party or by which any of them or any of their properties or assets may be bound; (other than the Operating Agreement), or (ciii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries or any of their properties or assets, except, result in the case creation or imposition of any Lien upon the Units held by such Unit Holder, except in the cases of clauses (bi) and (c)ii) for any such conflicts, for violations, breaches breaches, defaults, terminations, amendments, modifications, accelerations, cancellations, fees, penalties, rights, or defaults which would not other adverse consequences that, individually or in the aggregate aggregate, would not reasonably be expected to have a Laser Material Adverse Effectmaterial adverse effect on the Transactions. The Unit Holder is not required to file, seek or obtain any consent, authorization, order, permit, waiver or approval of, or declaration or filing with, or notification to, any governmental entity, in connection with the execution, delivery and performance by such Unit Holder of this Agreement or the consummation of the Transactions.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities No filing with or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing withnotice to, and no permit, authorization, registration, consent or approval of, any governmental Governmental Entity is required on the part of Purchaser for the execution, delivery and performance by Purchaser of this Agreement or regulatory authority is necessary for the consummation by Laser or Merger Sub Purchaser of the transactions contemplated by this Agreement, except for (a) compliance with any applicable requirements of the HSR Act and other applicable foreign antitrust regulations or (b) any such filings, notices, permits, authorizations, registrations, consents or approvals approvals, the failure of which to be made make or obtained obtain would not (i) not, individually or in the aggregate aggregate, reasonably be expected to have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent adverse effect on the consummation ability of any of Purchaser to consummate the transactions contemplated by this Agreement. Neither Assuming compliance with the execution items described in clauses (a) and (b) of the preceding sentence, neither the execution, delivery and performance of this Agreement by Laser or Merger Sub Purchaser nor the consummation by Laser or Merger Sub Purchaser of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, this Agreement will (ai) conflict with or result in any breach breach, violation or infringement of any provisions provision of the certificate respective articles of incorporation or by-laws (or similar governing documents) of Laser Purchaser or Merger Sub; any of its Subsidiaries, (bii) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, or require the consent of any Person under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which Laser, Merger Sub Purchaser or any of their subsidiaries its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; bound or (ciii) violate or infringe any order, writ, injunction, decree, statute, rule or regulation Law applicable to Laser, Merger Sub, any of their subsidiaries Purchaser or any of their its Subsidiaries or any of its properties or assets, except, except in the case of clauses (bi) and or (c)ii) for breaches, for violations, breaches infringements, defaults, Liens or defaults which other rights that would not not, individually or in the aggregate aggregate, reasonably be expected to have a Laser Material Adverse Effectmaterial adverse effect on the ability of Purchaser to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for applicable requirements None of the HSR Actexecution, delivery or performance of this Agreement by the Parent and Purchaser, the Securities Act, the Exchange Act, Competition Laws, consummation by Parent and state securities or blue sky Laws, and the filing Purchaser of the Certificate Transactions or compliance by the Parent or Purchaser or any other Subsidiary of Merger Parent with any of the provisions of this Agreement will (i) conflict with or result in such form as required byany breach of any provision of the organizational documents of Parent or Purchaser, and executed in accordance with (ii) assuming the relevant provisions ofaccuracy of all information regarding the Company heretofore provided to Parent, require any filing by the DGCL, no filing Parent or Purchaser with, and no or the permit, authorization, consent or approval of, any governmental or regulatory authority is necessary Governmental Entity (except for the consummation by Laser or Merger Sub (A) compliance with any applicable requirements of the transactions contemplated by this AgreementExchange Act, except for such (B) any filings as may be required under the GBCC in connection with the Merger, (C) filings, permits, authorizations, consents and approvals as may be required under the HSR Act, the EC Merger Regulation and the antitrust, merger control, competition, foreign investment or approvals the failure similar laws or regulations of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect Canada, Turkey and other non-U.S. jurisdictions, or (iiD) delay in any material respect or prevent filings required under the consummation of any rules and regulations of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated herebyNYSE, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, lien, indenture, lease, license, contract, understanding or agreement, or other instrument or obligation to which LaserParent, Merger Sub Purchaser or any of their subsidiaries Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; is bound or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger Sub, Parent or any of their subsidiaries its Subsidiaries, or any of their properties or assets, except, except in the case of clauses (bii), (iii) and (c)iv) as would not, for violations, breaches or defaults which would not individually or in the aggregate have a Laser Material Adverse Effectaggregate, impair in any material respect the ability of each of Parent or Purchaser to perform its obligations under this Agreement, as the case may be, or prevent or materially delay the consummation of the Transactions.

Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Exchange Act and the HSR Act, none of the Securities Actexecution, delivery or performance of this Agreement by Parent or the Purchaser, the Exchange Act, Competition Laws, and state securities consummation by Parent or blue sky Laws, and the filing Purchaser of the Certificate Transactions or compliance by Parent or the Purchaser with any of Merger the provisions hereof will (i) conflict with or result in such form as required byany breach of any provision of the Articles of Incorporation or Code of Regulations of Parent or the Articles of Incorporation or By-Laws of the Purchaser, and executed in accordance with the relevant provisions of, the DGCL, no (ii) require any filing with, and no or permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this AgreementGovernmental Entity, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which LaserParent, Merger Sub or any of their subsidiaries its Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound; , or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger SubParent, any of their subsidiaries its Subsidiaries or any of their properties or assets, except, in excluding from the case of foregoing clauses (bii), (iii) and (c), for iv) such violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Laser Material Adverse Effectmaterial adverse effect on the ability of Parent and the Purchaser to consummate the Transactions.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act, the Securities Actof, the Exchange Act, Competition Laws, and state securities or blue sky Laws, laws and the filing NYBCL, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser nor the consummation by Parent or the Purchaser of the Certificate Transactions nor compliance by Parent or the Purchaser with any of Merger the provisions hereof will (i) conflict with or result in such form as required any breach of any provision of the articles of incorporation or by-laws of Parent or the certificate of incorporation or by-laws of the Purchaser, and executed in accordance with the relevant provisions of, the DGCL, no (ii) require any filing with, and no or permit, authorization, consent or approval of, any governmental Governmental Entity with respect to the business carried on by Parent or regulatory authority is necessary for the consummation by Laser or Merger Sub its subsidiaries as of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions date hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which LaserParent, Merger Sub or any of their its subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound; bound or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger SubParent, any of their its subsidiaries or any of their properties or assets, except, in excluding from the case of foregoing clauses (bii),(iii) and (c), for iv) such violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Laser Material Adverse Effectmaterial adverse effect on Parent, its subsidiaries and the Purchaser taken as a whole.

Consents and Approvals; No Violations. Except as set forth in Section 3.6 of the Guardian 8 Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Actof, the Securities Act, the Exchange Act, Competition Laws, and state securities or blue sky Lawslaws, the HSR Act, the rules of the FINRA, and the filing and recordation of the Merger Certificate of Merger in such form as required by, and executed in accordance with by the relevant provisions of, the DGCLNGCL, no filing withwith or notice to, and no permit, authorization, consent or approval of, any governmental or regulatory authority Governmental Entity is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery by Guardian 8 of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub Guardian 8 of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on Guardian 8. Neither the execution, delivery and performance of this Agreement by Guardian 8 nor compliance the consummation by Laser with any Guardian 8 of the provisions hereof, transactions contemplated hereby will (ai) conflict with or result in any breach of any provisions provision of the certificate respective Certificate of incorporation Incorporation or by-laws Bylaws (or similar governing documents) of Laser Guardian 8 or Merger Sub; any of Guardian 8’s subsidiaries, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Laser, Merger Sub Guardian 8 or any of their Guardian 8’s subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Laser, Merger Sub, Guardian 8 or any of their Guardian 8’s subsidiaries or any of their respective properties or assets, except, except in the case of clauses (bii) and or (c), iii) for violations, breaches or defaults which would not individually or in the aggregate have a Laser Material Adverse EffectEffect on Guardian 8.

Consents and Approvals; No Violations. Except No filing with or notice to, and no consent or approval of, any Governmental Entity is required on the part of Parent, Purchaser or any of their Affiliates for the execution, delivery and performance by Parent, Purchaser and/or their Affiliates, as applicable, of this Agreement or any Ancillary Agreement to which such Person is a party or the consummation by Parent, Purchaser and/or their Affiliates, as applicable, of the transactions contemplated hereby or thereby, except (a) compliance with any applicable requirements of the HSR Act, (b) the Securities Act, the Exchange Act, Competition Laws, consent and state securities or blue sky Laws, and the filing approval of FERC under Section 203 of the Certificate FPA or Section 205 of Merger in the FPA, as applicable, (c) the FCC Pre-Approvals, (d) compliance with Permits from any Governmental Entity or (e) any such form as required bypermit, and executed in accordance with the relevant provisions ofdeclaration, the DGCL, no filing with, and no permitfiling, authorization, registration, consent or approval ofapproval, the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect. Assuming compliance with the items described in clauses (a) through (e) of the preceding sentence, neither the execution, delivery or performance by Parent, Purchaser and/or their Affiliates, as applicable, of this Agreement or any governmental or regulatory authority Final Ancillary Document to which such Person is necessary for a party, nor the consummation by Laser or Merger Sub Parent, Purchaser and/or their Affiliates, as applicable, of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents hereby or approvals the failure of which to be made or obtained would not thereby will (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach or violation of any provisions provision of the certificate of incorporation Parent’s or by-laws of Laser or Merger Sub; Purchaser’s Organizational Documents, (bii) result in a breach or violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Encumbrance, except for Permitted Encumbrances, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract or material Permit to which LaserParent, Merger Sub Purchaser or any of their subsidiaries is a party respective properties or by which assets are bound or (iii) violate any of them Law applicable to Parent, Purchaser or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries Affiliates or any of their respective properties or assets, except, in the case of clauses (bii) and or (ciii), for breaches, violations, breaches defaults, Encumbrances or defaults which other rights that would not reasonably be expected to have, individually or in the aggregate have aggregate, a Laser Purchaser Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities (a) No filing with or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing withnotice to, and no permit, authorization, consent or approval of, any governmental Governmental Entity is required on the part of Merger Corp. for the execution and delivery by Merger Corp. of this Agreement or regulatory authority is necessary for the consummation by Laser or Merger Sub Corp. of the transactions contemplated by this Agreementhereby, except for (a) pursuant to the applicable requirements of the Securities Act and the Exchange Act, (b) the filing of the Schedule 13E-3, (c) the filing of the Articles of Merger pursuant to the IBCL, or (d) where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not (i) not, individually or in the aggregate aggregate, have a Laser Merger Corp. Material Adverse Effect or (ii) delay in any material respect or prevent Effect. Neither the execution, delivery and performance of this Agreement by Merger Corp. nor the consummation of any by Merger Corp. of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, hereby will (a) conflict with or result in any breach of any provisions provision of the certificate articles of incorporation or by-laws bylaws of Laser or Merger Sub; Corp., (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration, or result in the creation of a Lien on any property or asset of Merger Corp., or trigger any rights of first refusal) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Laser, Merger Sub or any of their subsidiaries Corp. is a party or by which any of them Merger Corp. or any of their its properties or assets may be bound; , or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries Corp. or any of their its properties or assets, except, except in the case of clauses (b) and or (c), ) above for violations, breaches breaches, defaults or defaults which other occurrences that would not not, individually or in the aggregate aggregate, have a Laser Merger Corp. Material Adverse Effect.

Consents and Approvals; No Violations. Except for (a) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, (i) the HSR Exchange Act, the Securities Act, the Exchange Act, Competition Laws, Act and state securities or state “blue sky Laws, sky” laws and (ii) the HSR Act or any other antitrust Laws and (b) the filing of the Certificate of Merger, none of the execution, delivery or performance of this Agreement by Parent or Merger in such form as required by, and executed in accordance with the relevant provisions ofSub, the DGCLconsummation by Parent or Merger Sub of the Transaction or compliance by Parent or Merger Sub with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the organizational documents of Parent or Merger Sub, no (ii) require any filing by Parent or Merger Sub with, and no notice to, or permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this AgreementGovernmental Entity, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (biii) result in a violation or breach by Parent or Merger Sub of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract loan note, bond, mortgage, credit agreement, reciprocal easement agreement, permit, concession, franchise, indenture, lease, license, contract, agreement or other instrument or obligation to which Laser, Parent or Merger Sub or any of their subsidiaries respective Subsidiaries is a party or by which any of them or any of their the respective properties or assets of any of the foregoing may be bound; , or (civ) violate any orderLaw, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries or any of their properties or assets, except, in excluding from the case of foregoing clauses (bii), (iii) and (c)iv) such filings, for notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not not, individually or in the aggregate have aggregate, (A) prevent or materially delay consummation of the Transaction, (B) otherwise prevent or materially delay performance by Parent or Merger Sub of its material obligations under this Agreement or (C) reasonably be expected to constitute a Laser Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except Assuming the truth and accuracy of the Company’s representations and warranties contained in Section 3.6, no material notices to, filings with, or authorizations, consents or approvals of any Governmental Entity is necessary for applicable requirements the execution, delivery or performance of this Agreement by Parent and Merger Sub or the Ancillary Documents to which Parent and/or Merger Sub is a party or the consummation by Parent and/or Merger Sub of the Transactions, except for (a) compliance with and filings under the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities or blue sky Laws, and (b) the filing of the Certificate of Merger in such form as required byand (c) those set forth on Schedule 4.3. Neither the execution, delivery and executed in accordance with performance by Parent or Merger Sub of this Agreement and the relevant provisions of, the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority Ancillary Documents to which Parent and/or Merger Sub is necessary for a party nor the consummation by Laser Parent or Merger Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not Transactions will (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions provision of the certificate of incorporation or by-laws of Laser Parent’s or Merger Sub; ’s Governing Documents, (bii) except as set forth on Schedule 4.3, result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) acceleration under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) note, bond, mortgage, indenture, lease, license, Contract or other instrument or obligation to which Laser, Parent or Merger Sub or any of their subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; , or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation of any Governmental Entity applicable to Laser, Parent or Merger Sub, Sub or any of their subsidiaries Parent’s Subsidiaries or any of their respective properties or assets, except, except in the case of clauses (b) and (c)) above, for violations, breaches or defaults violations which would not individually prevent or in materially delay the aggregate have a Laser Material Adverse EffectMerger.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or and approvals as may be required under, and other applicable requirements of, the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any Exchange Act, none of the transactions contemplated by this Agreement. Neither the execution and execution, delivery or performance of this Agreement by Laser or Merger Sub nor Purchaser, the consummation by Laser or Merger Sub Purchaser of the transactions contemplated hereby, nor Transactions or compliance by Laser Purchaser with any of the provisions hereof, hereof will (ai) conflict with or result in any breach of any provisions provision of the certificate of incorporation or by-laws of Laser Purchaser, (ii) require any consent, approval or Merger Sub; (b) notice under, or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Laser, Merger Sub Purchaser or any of their subsidiaries its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; , (iii) require any filing with, or permit, authorization, consent or approval of, any Government Entity or other Person (including consents from parties to loans, contracts, leases and other material agreements to which Purchaser is a party) or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger SubPurchaser, any of their subsidiaries its Subsidiaries or any of their properties or assets, except, in excluding from the case of foregoing clauses (bii), (iii) and (civ), for such violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Laser Material Adverse Effectmaterial adverse effect on Purchaser's ability to consummate the Transactions or which arise from the regulatory status of the Company or the Company Subsidiaries.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities No filing with or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing withnotice to, and no permit, authorization, registration, consent or approval of, any governmental Governmental Entity is required on the part of Purchaser for the execution, delivery and performance by Purchaser of this Agreement or regulatory authority the Ancillary Agreements to which Purchaser is necessary for a party or the consummation by Laser or Merger Sub Purchaser of the transactions contemplated by this AgreementTransactions, except for such filings, permits, authorizations, consents or approvals compliance with the failure applicable requirements of which to be made or obtained would not (i) individually or any applicable Antitrust Laws. Assuming compliance with the item described in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent preceding sentence, neither the consummation of any of the transactions contemplated by this Agreement. Neither the execution execution, delivery and delivery performance of this Agreement or the Ancillary Agreements to which Purchaser is a party by Laser or Merger Sub Purchaser nor the consummation by Laser or Merger Sub Purchaser of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, Transactions will (a) conflict with or result in any breach breach, violation or infringement of any provisions provision of the certificate respective articles of incorporation or by-laws bylaws (or similar governing documents) of Laser or Merger Sub; Purchaser, (b) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) ), give rise to a loss of benefit, or give rise to a purchase right, under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which Laser, Merger Sub or any of their subsidiaries Purchaser is a party or by which any of them or any of their its properties or assets may be bound; bound or (c) violate violate, give rise to a loss of benefit under or infringe any order, writ, injunction, decree, statute, rule or regulation Law applicable to Laser, Merger Sub, Purchaser or any of their subsidiaries its Subsidiaries or any of their respective properties or assets, except, except in the case cases of clauses (b) and (c), for such breaches, violations, breaches infringements or defaults which Liens that would not reasonably be expected to have, individually or in the aggregate aggregate, (i) prevent, materially impede or delay the consummation of the Transactions or (ii) have a Laser Material Adverse Effectmaterial adverse effect on Purchaser’s ability to perform its obligations under this Agreement.

Consents and Approvals; No Violations. Except for applicable requirements of the FCC Order and the filings, permits, authorizations, consents and approvals as may be required under the HSR Act, none of the Securities Actexecution, delivery or performance of this Agreement by Purchaser, the Exchange Act, Competition Laws, and state securities or blue sky Laws, and the filing consummation by Purchaser of the Certificate Transactions or compliance by Purchaser with any of Merger the provisions hereof will (i) conflict with or result in such form as required any breach of any provision of the certificate of incorporation or by-laws of Purchaser, and executed in accordance with the relevant provisions of, the DGCL, no (ii) require any filing with, and no or permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this AgreementGovernmental Entity, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Laser, Merger Sub Purchaser or any of their subsidiaries its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; , or (civ) violate the Communications Act or any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger SubPurchaser, any of their subsidiaries its Subsidiaries or any of their properties or assets, except, in excluding from the case of foregoing clauses (bii), (iii) and (c)iv) such filings, for permits, authorizations, consents, approvals, violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Laser Material Adverse Effect.material adverse effect on Purchaser's ability to perform its obligations hereunder or which arise from the regulatory status of Seller, TV or License Co.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no No filing with, and no permit, authorization, consent or approval of, any governmental court, tribunal or regulatory authority Governmental Person is necessary for the consummation execution, delivery and performance of this Agreement by Laser or Merger Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any Seller of the transactions contemplated by this Agreement. Neither the execution execution, delivery and delivery performance of this Agreement by Laser or Merger Sub Seller nor the consummation by Laser or Merger Sub Seller of the transactions contemplated hereby, nor compliance by Laser Seller with any of the provisions hereof, will (ai) conflict with or result in any breach of any provisions of the certificate organizational documents of incorporation or by-laws of Laser or Merger Sub; Seller, if applicable, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under (or give rise to any right of termination, cancellation cancellation, vesting, payment, exercise, acceleration, suspension or acceleration) underrevocation), any of the terms, conditions or provisions of any material (as defined for purposes note, bond, mortgage, deed of Form 10-K) Contract trust, security interest, indenture, lease, license, contract, agreement, insurance policy, plan or other instrument or obligation to which Laser, Merger Sub or any of their subsidiaries Seller is a party or by which any of them or any of their properties or assets may be bound; or party, (ciii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to LaserSeller, Merger Sub(iv) result in the creation or imposition of any Lien on any asset of IXATA or (v) cause the suspension, termination or revocation of any certificates of their subsidiaries need, accreditation, registrations, licenses, permits and other consents or any approvals of their properties or assetsGovernmental Persons applicable to Seller, except, except in the case of clauses (bii), (iii), (iv) and (c), v) for violations, breaches breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or defaults revocations which would could not reasonably be expected to have individually or in the aggregate have a Laser an IXATA Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or approvals blue sky laws and the failure of which to be made DGCL, as the case may be, neither the execution, delivery or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery performance of this Agreement by Laser or Merger Parent, Purchaser and Acquisition Sub nor the 16 18 consummation by Laser or Merger Parent, Purchaser and Acquisition Sub of the transactions contemplated hereby, nor compliance by Laser with hereby will (i) violate any provision of the provisions hereofconstitutive or organizational documents of Parent, will Purchaser or Acquisition Sub, (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which LaserParent, Merger Purchaser or Acquisition Sub or any of their subsidiaries is a party or by which any of them Parent, Purchaser or Acquisition Sub or any of their properties or assets may be bound; or , (ciii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to LaserParent, Merger Purchaser or Acquisition Sub, any of their subsidiaries or any of their properties or assets, exceptor (iv) require on the part of Parent, Purchaser or Acquisition Sub any filing or registration with, notification to, or authorization, consent or approval of, Governmental Entities; except in the case of clauses (b) and (cii), (iii) or (iv) for such violations, breaches or defaults which, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to obtain, (A) would not individually or in the aggregate have a Laser Material Adverse Effectmaterial adverse effect on Parent and would not materially adversely affect the ability of Parent, Purchaser and Acquisition Sub to consummate the transactions contemplated by this Agreement, or (B) become applicable as a result of the business or activities in which the Company is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, the Company.

Consents and Approvals; No Violations. Except for applicable requirements of for: (a) filings pursuant to the HSR Act, (b) approvals or consents of Governmental Entities under insurance holding company laws of the Securities ActState of Kansas, the Exchange Act, Competition Laws(c) filings of such pre-acquisition notifications as may be required in certain states, and state securities (d) matters specifically described in the written schedule delivered by Purchaser to Seller at or blue sky Lawsprior to the execution of this Agreement and attached hereto (the "Purchaser's Consent Schedule"), and neither the filing execution, delivery or performance of this Agreement by Purchaser nor the consummation by Purchaser of the Certificate transactions contemplated hereby will require on the part of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no Purchaser any filing or registration with, and no permitnotification to, or authorization, consent or approval of, any governmental Governmental Entity. Except as described in Purchaser's Consent Schedule, neither the execution, delivery or regulatory authority is necessary for performance of this Agreement by Purchaser nor the consummation by Laser or Merger Sub Purchaser of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not hereby will: (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in violate any material respect or prevent the consummation of any provision of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate articles of incorporation or by-laws of Laser or Merger SubPurchaser; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation that is material (as defined for purposes of Form 10-K) Contract to Purchaser and to which Laser, Merger Sub or any of their subsidiaries Purchaser is a party or by which any of them or any of their its properties or assets may be bound; or (ciii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries Purchaser or any of their its properties or assets, except, ; or (iv) except in the case of clauses (bii) and (c), iii) for such violations, breaches or defaults which, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to obtain which would not individually or in materially adversely affect the aggregate have a Laser Material Adverse Effectability of Purchaser to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for applicable requirements Neither the execution and ------------------------------------- delivery by PAHOC or Acquisition Sub of the HSR Actthis Agreement, the Securities ActWHG/Patriot Subscription Agreement or the Ancillary Agreements, the Exchange Actto which it is a party, Competition Laws, and state securities or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for nor the consummation by Laser PAHOC or Merger Acquisition Sub of the transactions contemplated by this Agreement, except for such filingsthe WHG/Patriot Subscription Agreement and the Ancillary Agreements in accordance with their terms, permits, authorizations, consents or approvals the failure of which to be made or obtained would not will: (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated herebyviolate, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any a breach of any provisions of the certificate certificates of incorporation or by-laws bylaws of Laser either PAHOC or Merger Acquisition Sub, respectively; (bii) result in a breach or violation of, a default under, the triggering of any payment or other material obligation pursuant to or accelerate vesting under, any stock option plan of, or option issued by, PAHOC or any of its affiliates, or any grant or award under any of the foregoing; (iii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with or without due notice or lapse of time or both, would constitute a default) under, or result in the termination or in a default (or give rise to any right of terminationtermination or cancellation of, cancellation or acceleration) accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of PAHOC, or any PAHOC Subsidiary under, or result in being declared void, voidable, or without further binding effect, any of the terms, conditions or provisions of any material (as defined for purposes note, bond, mortgage, indenture, deed of Form 10-K) Contract trust or any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which Laser, Merger Sub PAHOC or any of their subsidiaries PAHOC Subsidiary is a party party, or by which PAHOC or any of them PAHOC Subsidiary or any of their properties is bound or assets may be bound; or (c) violate any orderaffected, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger Sub, except for any of their subsidiaries or any of their properties or assetsthe foregoing matters which, except, in the case of clauses (b) and (c), for violations, breaches or defaults which would not individually or in the aggregate aggregate, would not have a Laser PAHOC/Patriot Material Adverse EffectEffect and would not prevent or delay the consummation of the transactions contemplated hereby or by the Ancillary Agreements; or (iv) other than the Regulatory Filings, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority except where the failure to obtain any such consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority would not have a PAHOC/Patriot Material Adverse Effect and would not prevent or delay the consummation of the transactions contemplated hereby or by the Ancillary Agreements.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities No consents or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions approvals of, the DGCLor filings, no filing declarations or registrations with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is Governmental Authority are necessary for the consummation performance by Laser or Merger Sub each of the transactions contemplated by Parent and Purchaser of its obligations under this Agreement, except for other than such other consents, approvals, filings, permitsdeclarations or registrations that, authorizationsif not obtained, consents or approvals the failure of which to be made or obtained given, would not (i) not, individually or in the aggregate have a Laser Material Adverse Effect aggregate, reasonably be expected to prevent or (ii) materially delay in any material respect the performance by Parent or prevent the consummation Purchaser of any of the transactions contemplated by its obligations under this Agreement. Neither the execution and delivery of this Agreement by Laser Parent or Merger Sub Purchaser, nor the consummation performance by Laser Parent or Merger Sub of the transactions contemplated hereby, nor compliance by Laser Purchaser with any of the provisions hereofits obligations under this Agreement, will (aA) conflict with or violate any provision of the organizational documents of Parent or Purchaser or (B) (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent or Purchaser or any of Parent’s or Purchaser’s properties or assets, or (y) violate, conflict with, result in any breach the loss of any provisions of the certificate of incorporation material benefit under, constitute a default (or by-laws of Laser or Merger Sub; (b) result in a violation or breach ofan event which, or constitute (with or without due notice or lapse of time time, or both, would constitute a default) under, result in the termination of or a default (or give rise to any right of terminationtermination or cancellation under, cancellation accelerate the performance required by, or acceleration) result in the creation of any Lien upon any of the properties or assets of, Parent or Purchaser under, any of the terms, conditions or provisions of any material (as defined for purposes note, bond, mortgage, indenture, deed of Form 10-K) Contract trust, license, permit, lease, agreement or other instrument or obligation DAL02:613863.4 5 to which LaserParent or Purchaser is a party, Merger Sub or by which Parent or Purchaser or any of their subsidiaries is a party Parent’s or by which any of them or any of their Purchaser’s properties or assets may be bound; bound or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries or any of their properties or assetsaffected, except, in the case of clauses clause (b) and (cB), for such violations, breaches conflicts, losses, defaults, terminations, cancellations, accelerations or defaults which Liens as would not not, individually or in the aggregate have a Laser Material Adverse Effectaggregate, reasonably be expected to prevent or materially delay the performance by Parent or Purchaser of any of its obligations under this Agreement.

Consents and Approvals; No Violations. Except for applicable requirements Assuming the truth and accuracy of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, representations and state securities or blue sky Laws, and the filing of the Certificate of Merger warranties contained in such form as required by, and executed in accordance with the relevant provisions of, the DGCL‎Section 3.5, no filing material notices to, filings with, and no permit, or authorization, consent or approval of, of any governmental or regulatory authority Governmental Entity is necessary for the execution, delivery or performance by Purchaser of this Agreement or the Ancillary Documents to which Purchaser is a party or the consummation by Laser or Merger Sub Purchaser of the transactions contemplated by this Agreementhereby or thereby, except for such filingscompliance with and filings under the HSR Act and applicable requirements, permitsif any, authorizationsof federal securities laws or state “blue sky” laws. Neither the execution, consents delivery or approvals performance by Purchaser of this Agreement and the failure of Ancillary Documents to which to be made or obtained would not (i) individually or in the aggregate have Purchaser is a Laser Material Adverse Effect or (ii) delay in any material respect or prevent party nor the consummation of any by Purchaser of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, hereby will (a) conflict with or result in any breach of any provisions provision of the certificate of incorporation or by-laws of Laser or Merger Sub; Purchaser’s Governing Documents, as applicable, (b) except as set forth on Schedule ‎5.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) acceleration under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract agreement to which Laser, Merger Sub or any of their subsidiaries Purchaser is a party or by which any of them Purchaser or any of their its properties or assets may be bound; or , (c) violate in any respect any order, writ, injunction, decree, law, statute, rule or regulation applicable of any Governmental Entity having jurisdiction over Purchaser, or (d) except with respect to LaserPermitted Liens, Merger Sub, result in the creation of any Lien upon any of their subsidiaries or any of their the properties or assetsassets of Purchaser, except, which in the case of any of clauses (b) and ), (c)) or (d) above, for violations, breaches or defaults which would not individually or in the aggregate have a Laser Material Adverse Effectmaterial adverse effect of Purchaser’s consummation of the transactions contemplated by this Agreement or the Ancillary Documents in a timely manner, or prevent or materially delay Purchaser’s timely performance of its obligations under this Agreement or any of the Ancillary Documents.

Consents and Approvals; No Violations. Except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the HSR Exchange Act, the Securities Act, the Exchange Act, Competition Laws, and state securities or state “blue sky Lawssky” laws, the HSR Act or any other antitrust law and the (b) for filing of the Certificate Articles of Merger, none of the execution, delivery or performance of this Agreement by Parent or Merger in such form as required by, and executed in accordance with the relevant provisions ofSub, the DGCLconsummation by Parent or Merger Sub of the Merger or compliance by Parent or Merger Sub with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the organizational documents of Parent, no Merger Sub or any other Subsidiary of Parent, (ii) require any filing by Parent, Merger Sub or any of Parent’s other Subsidiaries with, and no notice to, or permit, authorization, consent or approval of, any governmental Governmental Entity, (iii) require any consent or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this Agreementnotice under, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (b) result in a violation or breach by Parent, Merger Sub or any of Parent’s other Subsidiaries of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, result in the triggering of any payment, or result in the creation of any Lien or other encumbrance on any property or asset of Parent, Merger Sub or any of Parent’s other Subsidiaries pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, Permit or other instrument or obligation or material (as defined for purposes of Form 10-K) Contract contract to which LaserParent, Merger Sub or any of their subsidiaries Parent’s other Subsidiaries is a party or by which any of them they or any of their respective properties or assets may be bound; bound or (civ) violate any orderLaws, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries or any of their properties or assets, except, in excluding from the case of foregoing clauses (bii), (iii) and (c)iv) such filings, for notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not which, individually or in the aggregate aggregate, (A) would not prevent or materially delay consummation of the Merger, (B) would not otherwise prevent or materially delay performance by Parent or Merger Sub of its material obligations under this Agreement or (C) do not have and would not reasonably be likely to have, individually or in the aggregate, a Laser Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of Assuming that the filings required, if any, under the HSR ActAct or any foreign antitrust, the Securities Act, the Exchange Act, Competition Laws, competition or investment laws and state securities or blue sky Laws, regulations are made and the filing of the Certificate of Merger in such form as required bywaiting period thereunder has been terminated or has expired, and executed in accordance with the relevant provisions of, the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the Purchaser and the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will hereby (a) conflict with or result in any breach of will not violate any provisions of the certificate Articles of incorporation Incorporation or by-laws Bylaws of Laser or Merger Sub; the Purchaser, (b) will not violate any statute, rule, regulation, order or decree of any Governmental Authority by which the Purchaser is bound or by which any of its properties or assets are bound, (c) will not require any permit, consent or approval of, or the giving of any notice to, or filing with any Governmental Authority on or prior to the Closing Date and (d) will not result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, loss of rights or benefits, payment or acceleration) under, or result in the creation of any Encumbrance upon any of the properties or assets of the Purchaser under any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, license, franchise, permit, agreement, lease, franchise agreement or any other instrument or obligation to which Laserthe Purchaser is a party, Merger Sub or by which it or any of their subsidiaries is a party or by which any of them or any of their its properties or assets may be bound; or , excluding from the foregoing clauses (b), (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries or any of their properties or assets, except, in the case of clauses (b) and (c)d) permits, for consents, approvals, notices and filings, the absence of which, and violations, breaches or defaults which breaches, defaults, conflicts and Encumbrances, the existence of which, would not individually prevent the Purchaser from performing its obligations under this Agreement or in prevent, or establish any materially burdensome condition on, the aggregate have a Laser Material Adverse Effectconsummation of the Sale and the other transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act, the Securities Actof, the Exchange Act, Competition Laws, and state securities or blue sky Lawslaws, the HSR Act and the filing and recordation of the a Certificate of Merger in such form as required by, and executed in accordance with by the relevant provisions of, the DGCLGBCC, no filing withwith or notice to, and no permit, authorization, consent or approval of, any governmental or regulatory authority Governmental Entity is necessary for the execution and delivery by Purchaser or Acquisition Sub of this Agreement or the consummation by Laser Purchaser or Merger Acquisition Sub of the transactions contemplated by this AgreementMerger, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not (i) individually or in the aggregate have a Laser Purchaser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this AgreementEffect. Neither the execution and execution, delivery or performance of this Agreement by Laser Purchaser or Merger Sub Acquisition Sub, nor the consummation by Laser or Merger Purchaser and Acquisition Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereofMerger, will (a) conflict with or result in any breach of any provisions provision of the certificate Certificate or Articles of incorporation Incorporation or by-laws Bylaws of Laser Purchaser or Merger Acquisition Sub; , (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) or require any consent pursuant to, or result in the creation of any Lien on any asset of Purchaser or Acquisition Sub under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Laser, Merger Purchaser or Acquisition Sub or any of their subsidiaries is a party or by which any either of them or any of their respective properties or assets may be bound; bound or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries Purchaser or Acquisition Sub or any of their respective properties or assets, except, except in the case of clauses (b) and or (c), ) for any such violations, breaches or defaults which would not individually or in the aggregate have a Laser Material Adverse Effect.breaches,

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, Act and state securities or blue sky Laws, and the filing as set forth in Section 3.2 of the Certificate of Merger in such form as required byBuyer Disclosure Schedule, and executed in accordance with the relevant provisions of, the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither neither the execution and delivery of this Agreement by Laser or Merger Sub the Related Agreements nor the consummation by Laser the Parent or Merger Sub the Buyer of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, contem- plated hereby and thereby will (a) conflict with or result in any breach of any provisions provision of the certificate of incorporation or by-laws of Laser the Parent or Merger Subthe Buyer; (b) require on the part of the Parent or the Buyer any material filing with, or the obtaining of any material permit, license, action, waiver, authorization, consent, filing, registration or approval of, any governmental or regulatory authority; (c) result in a violation or material breach of, or constitute (a material default under, or violate or conflict with or without due notice or lapse of time or both) a default (or give rise to any material right of amendment, termination, cancellation or acceleration) under, or to a loss of any benefit to which the Parent or the Buyer is entitled, under any of the terms, conditions or provisions of any material (as defined for purposes note, mortgage, other evidence of Form 10-K) Contract indebtedness, guarantee, license, agreement, lease or other contract, instrument or obligation to which Laser, Merger Sub the Parent or any of their subsidiaries the Buyer is a party or by which any of them the Parent or the Buyer or any of their properties the assets of the Parent or assets the Buyer may be bound; bound or (cd) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation applicable to Laserthe Parent or the Buyer, Merger Sub, any of their subsidiaries or any of their properties or assets, except, in excluding from the case of foregoing clauses (b), (c) and (c)d) such requirements, for violationsdefaults, breaches rights or defaults violations which (X) become applicable as a result of any acts or omissions by, or any facts specifically relating to, the Seller, or (Y) would not individually or in the aggregate have a Laser Material Adverse Effectmaterial adverse effect on the ability of the Parent or the Buyer to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Actas set forth in Schedule 3.4, the Securities Act, the Exchange Act, Competition Laws, and state securities or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (ia) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the Sellers and the Company and the consummation by Laser or Merger Sub the Sellers and the Company of the transactions contemplated herebyTransactions will not: (1) violate any provision of the Amended and Restated of Incorporation, nor compliance by Laser with as amended, or By-Laws of the Company or any of the provisions hereofits Subsidiaries; (2) violate any statute, will (a) conflict with ordinance, rule, regulation, order or result in any breach decree of any provisions court or of any governmental or regulatory body, agency or authority applicable to such Seller or the certificate Company or any of incorporation its Subsidiaries or by-laws by which any of Laser their respective properties or Merger Subassets may be bound; (b3) require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority, except with respect to the filing of a Form D pursuant to Rule 503 of Regulation D under the Securities Act and any corresponding state "blue sky filings"; or (4) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, payment or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, license, franchise, permit, agreement, lease, franchise agreement or other instrument or obligation to which Laserthe Company or any of its Subsidiaries is a party, Merger Sub or by which it or any of their subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; or , excluding from the foregoing clauses (c3) violate any orderand (4) filings, writnotices, injunctionpermits, decreeconsents and approvals the absence of which, statuteand violations, rule or regulation applicable to Laserbreaches, Merger Subdefaults, any of their subsidiaries or any of their properties or assets, exceptconflicts and liens which, in the case of clauses (b) and (c)aggregate, for violations, breaches or defaults which would not individually or in the aggregate have a Laser Material Adverse Effectmaterial adverse effect on the Condition of the Company and its Subsidiaries taken as a whole.

Consents and Approvals; No Violations. Except (a) for applicable requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Act, the Exchange Act, Competition Lawsstate or foreign laws relating to takeovers, and state securities or blue sky Lawslaws, state insurance laws and the regulations promulgated thereunder, certain state and local regulatory filings relating to insurance companies, health maintenance organizations, prepaid dental plans or dental practice management and similar matters and the filing of the Certificate of Merger in such form as required byby the DGCL (collectively, the "Governmental Requirements"), or (b) where the failure to make any filing with, or to obtain any permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency, commission, division, department, public body or other authority (a "Government Entity") would not prevent or delay the consummation of the Merger, or otherwise prevent Purchaser or Sub from performing their respective obligations under this Agreement, and executed would not individually or in accordance with the relevant provisions of, the DGCLaggregate have a Purchaser Material Adverse Effect, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority Governmental Entity is necessary for the consummation execution, delivery and performance of this Agreement by Laser or Merger Purchaser and Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent and the consummation of any of the transactions contemplated by this Agreement. Neither the execution and execution, delivery or performance of this Agreement by Laser Purchaser or Merger Sub Sub, nor the consummation by Laser Purchaser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser Purchaser or Sub with any of the provisions hereof, will (ai) conflict with or result in any breach of any provisions of the certificate Certificates of incorporation Incorporation or by-laws Bylaws of Laser Purchaser or Merger Sub; Sub or the Articles or Certificate of Incorporation, as the case may be, or Bylaws of any of the Purchaser Subsidiaries, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, acceleration, vesting, payment, exercise, suspension or accelerationrevocation) under, any of the terms, conditions conditions, or provisions of any material (as defined for purposes of Form 10-K) Contract to which Lasernote, Merger Sub or any of their subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries or any of their properties or assets, except, in the case of clauses (b) and (c), for violations, breaches or defaults which would not individually or in the aggregate have a Laser Material Adverse Effect.bond,

Consents and Approvals; No Violations. Except for Permits as may be required under, and other applicable requirements of the HSR Actof, the Securities Act, the Exchange Act, Competition Laws, Act and applicable foreign and state securities or blue sky Laws, laws and the filing HSR Act, neither the execution, delivery or performance of this Agreement by the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for Company nor the consummation by Laser or Merger Sub the Company of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, hereby will (a) conflict with or result in any breach of any provisions provision of the certificate Organizational Documents of incorporation the Company or by-laws any of Laser or Merger Sub; its material Subsidiaries, (b) require the Company to make any filing with, provide any notice to, or obtain any Permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such Permit, authorization, consent or approval or to make such filings would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement), (c) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (d) except as set forth on Schedule 3.3(d), result in a violation or breach of, require any --------------- notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancellation, acceleration or accelerationright of non-renewal or require any prepayment or offer to purchase any debt) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Material Contract to which Laser, Merger Sub the Company or any of their subsidiaries its Subsidiaries is a party or by which any of them the Company's or any of their its Subsidiaries' properties or assets may be bound; or , (ce) violate any order, writ, injunction, decree, statute, rule Order or regulation Law applicable to Laser, Merger Sub, the Company or any of their subsidiaries its Subsidiaries or any of their respective properties or assetsassets or (f) result in the loss, exceptforfeiture, revocation, termination or diminution of any Permit, except in the case of clauses (b), (c), (d), (e) and (cf), for violations, breaches breaches, defaults, losses, forfeitures, revocations, terminations or defaults diminutions which would not not, individually or in the aggregate have aggregate, cause a Laser Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities No filing with or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing withnotice to, and no permit, authorization, registration, consent or approval of, any governmental Governmental Entity is required on the part of Purchaser or regulatory authority is necessary any of its Affiliates for the execution, delivery and performance by Purchaser and/or its Affiliates, as applicable, of this Agreement or any Ancillary Agreement or the consummation by Laser or Merger Sub Purchaser and/or its Affiliates, as applicable, of the transactions contemplated by this Agreementhereby or thereby, except for (a) compliance with any applicable requirements of the HSR Act and any applicable non-U.S. Competition Laws; (b) as may be necessary as a result of any facts or circumstances solely relating to Seller or any of its Affiliates or (c) any such filings, notices, permits, authorizations, registrations, consents or approvals approvals, the failure of which to be made make or obtained obtain would not (i) reasonably be expected to have, individually or in the aggregate have aggregate, a Laser Purchaser Material Adverse Effect Effect. Assuming compliance with the items described in clauses (a) through (c) of the preceding sentence, neither the execution, delivery and performance of this Agreement or (ii) delay in any material respect or prevent Ancillary Agreement by Purchaser and/or its Affiliates, as applicable, nor the consummation of any by Purchaser and/or its Affiliates, as applicable, of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser hereby or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, thereby will (ai) conflict with or result in any breach breach, violation or infringement of any provisions provision of the certificate respective articles of incorporation or by-laws (or similar governing documents) of Laser Purchaser or Merger Sub; its Affiliates, (bii) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which Laser, Merger Sub Purchaser or any of its Affiliates or any of their subsidiaries is a party respective properties or by which assets are bound, or (iii) violate any Law applicable to Purchaser or any of them its Affiliates or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries or any of their respective properties or assets, except, in the case of clauses clause (bii) and or clause (ciii), for violations, breaches or defaults which as would not reasonably be expected to have, individually or in the aggregate have aggregate, a Laser Purchaser Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of (a) filings pursuant to the HSR Act, the Securities Act, (b) applicable requirements under the Exchange Act, Competition Laws, and state securities or blue sky Laws, and (c) the filing of the Certificate of Merger Merger, (d) applicable requirements under "takeover" or "blue sky" laws of various states, or (e) as described in such form as required bythis Agreement, neither the execution, delivery or performance of this Agreement by Parent and executed in accordance with the relevant provisions of, the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for Purchaser nor the consummation by Laser or Merger Sub Parent and the Purchaser of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not hereby will (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in violate any material respect or prevent the consummation of any provision of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation charter or by-laws or other comparable constituent documents of Laser Parent or Merger Sub; the Purchaser, (bii) result in a violation or breach of, or result in any loss of benefit or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, acceleration or accelerationmodification) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Laser, Merger Sub Parent or any of their subsidiaries its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or , (ciii) violate any order, writ, injunctionjudgment, decreeinjunction or decree applicable to Parent, any of its Subsidiaries or any of their properties or assets, (iv) violate any law, statute, rule or regulation applicable to Laser, Merger SubParent, any of their subsidiaries its Subsidiaries or any of their properties or assets, exceptor (v) require on the part of Parent or the Purchaser any filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity, except in the case of clauses (b) and (cii), (iv) or (v) for such violations, breaches or defaults which, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to obtain, would not individually or in materially adversely affect the aggregate have a Laser Material Adverse Effectability of Parent and the Purchaser to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for applicable requirements as set forth in Section 3.3 of the HSR ActDisclosure Schedule being delivered by Seller to Buyer herewith (the "Disclosure Schedule"), neither the Securities Actexecution, the Exchange Act, Competition Laws, and state securities delivery or blue sky Laws, and the filing performance of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for this Agreement nor the consummation by Laser or Merger Sub Seller of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, hereby will (a) conflict with or result in any breach or violation of any provisions provision of the certificate Certificate of incorporation Incorporation or byBy-laws Laws of Laser or Merger SubSeller; (b) require any filing or registration with, or notice or declaration to, or the obtaining of any permit, license, authorization, consent or approval of, any federal or state governmental or regulatory authority whether within or outside the United States; (c) violate, conflict with or result in a violation default (or breach ofany event which, or constitute (with or without due notice or lapse of time or both, would constitute a default) a default (under, or result in any termination, cancellation or acceleration or give rise to any such right of termination, cancellation or acceleration) acceleration under, any of the terms, conditions or provisions of any material (as defined for purposes note, mortgage, other evidence of Form 10-K) Contract indebtedness or guarantee to which Laser, Merger Sub or any of their subsidiaries Seller is a party or by which the Business, Seller or any of its assets, so far as they relate to the Assets or the Business, is subject or by which any of them or any of their properties or assets may be bound; or (cd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laserthe Business, Merger SubSeller, any of their subsidiaries or any of their properties its respective assets or assetsproperties, except, or (e) result in the case creation or imposition of any liens, pledges, mortgages, charges, claims or other encumbrances ("Liens") upon any properties, assets or business, so far as they relate to the Assets or the Business, of Seller or the Business, excluding from the foregoing clauses (b) and ), (c), for violations(d) and (e) such requirements, breaches conflicts, defaults, rights, Security Interests (as defined in Section 3.6 hereof), Liens or defaults violations which would not individually or in the aggregate have a Laser Material Adverse Effect.Effect and would not materially adversely affect the ability of Seller to

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act, the Securities Actof, the Exchange Act, Competition Lawsthe HSR Act, and state or foreign laws relating to takeovers, state securities or blue sky Laws, laws and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no neither the execution, delivery or performance of this Agreement by Parent and the Purchaser nor the consummation by Parent and the Purchaser of the Transactions nor compliance by Parent and the Purchaser with any of the provisions hereof (i) shall conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws or similar organizational documents of Parent, any of its Subsidiaries or the Purchaser, (ii) require on the part of Parent or the Purchaser any filing with, and no or permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this AgreementGovernmental Entity, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or loss of benefit or creation of any Lien) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which LaserParent, Merger Sub or any of their subsidiaries its Subsidiaries or the Purchaser is a party or by which any of them or any of their properties or assets may be bound; bound or (civ) violate any judgment order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger SubParent, any of their subsidiaries its Subsidiaries or the Purchaser or any of their properties or assets, except, in excluding from the case of foregoing clauses (b) and (cii), for (iii) or (iv) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings, or the existence of such violations, breaches or defaults which defaults, would not, and would not reasonably be expected to, individually or in the aggregate have aggregate, cause a Laser Material Adverse Effectmaterial adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and would not materially impair or delay the ability of Parent or the Purchaser to consummate the Transactions.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities No filing with or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing withnotice to, and no permit, authorization, registration, consent or approval of, any governmental Governmental Entity is required on the part of Parent or regulatory authority is necessary Merger Sub or any of their Subsidiaries for the execution, delivery and performance by Parent and Merger Sub of this Agreement or the consummation by Laser or Merger Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser Parent or Merger Sub of the transactions contemplated hereby, nor other than (i) pursuant to the applicable requirements of the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger pursuant to the DGCL, (iii) compliance by Laser with the HSR Act, or (iv) compliance with any applicable requirements of laws, rules and regulations in other foreign jurisdictions governing antitrust or merger control matters. Neither the execution, delivery and performance of this Agreement by Parent or Merger Sub nor the consummation by Parent and Merger Sub of the provisions hereof, transactions contemplated hereby will (aA) conflict with or result in any breach breach, violation or infringement of any provisions provision of the respective certificate of incorporation or by-laws (or similar governing documents) of Laser Parent or Merger Sub; , (bB) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which Laser, Parent or Merger Sub or any of their subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; , (C) change the rights or obligations of any party under any Contract, or (cD) violate or infringe any order, writ, injunction, decree, statute, rule or regulation Law applicable to Laser, Parent or Merger Sub, any of their subsidiaries or any of their properties or assets, except, except in the case of clauses (bB) and or (c)C) for breaches, for violations, breaches infringements, defaults or defaults changes which would not not, individually or in the aggregate have a Laser Material Adverse Effectaggregate, reasonably be expected to prevent or materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for the filings ------------------------------------- set forth on Section 4.3 of the Purchaser Disclosure Schedule delivered to the Company on or before the date hereof (the "PURCHASER DISCLOSURE SCHEDULE") and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the HSR Act, the Securities Actforeign laws governing competition or antitrust matters, the Exchange Act, Competition Laws, and state securities or blue sky Lawslaws, and the filing NYBCL or the DGCL, neither the execution, delivery or performance of this Agreement by Parent or Purchaser nor the consummation by Parent or Purchaser of the transactions contemplated hereby nor compliance by Parent or Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate of Merger in such form as required byIncorporation or the bylaws of Parent or Purchaser, and executed in accordance with the relevant provisions of, the DGCL, no (ii) require any filing with, and no or permit, authorization, consent or approval of, any governmental Governmental Entity on the part of Parent or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this AgreementPurchaser, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract agreement to which Laser, Merger Sub Parent or any of their subsidiaries Purchaser is a party or by which any of them or any of their properties or assets may be bound; party, or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger SubParent or Purchaser, any of their its subsidiaries or any of their properties or assets, except, in excluding from the case of foregoing clauses (bii), (iii) and (c), for iv) such violations, breaches breaches, rights of termination, amendment, cancellation or acceleration or defaults which would not could not, individually or in the aggregate aggregate, reasonably be expected to have a Laser Material Adverse EffectEffect on Parent and Purchaser, taken as a whole, and which will not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities No filing with or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing withnotice to, and no permit, authorization, registration, consent or approval of, any governmental Governmental Entity is required on the part of Purchaser or regulatory authority is necessary any of its Affiliates for the execution, delivery and performance by Purchaser and/or its Affiliates, as applicable, of this Agreement or any Ancillary Agreement or the consummation by Laser or Merger Sub Purchaser and/or its Affiliates, as applicable, of the transactions contemplated by this Agreementhereby or thereby, except for such filings, permits, authorizations, consents or approvals (a) compliance with any applicable requirements of the failure HSR Act and any non-U.S. Competition Laws set forth on Section 4.3 of which to be made or obtained would not the Purchaser Disclosure Schedule; (ib) individually or in compliance with the aggregate have a Laser Material Adverse Effect Permits set forth on Section 4.3 of the Purchaser Disclosure Schedule; or (iic) delay as set forth on Section 4.3 of the Purchaser Disclosure Schedule. Assuming compliance with the items described in clauses (a) through (c) of the preceding sentence, and except as set forth on Section 4.3 of the Purchaser Disclosure Schedule, neither the execution, delivery and performance of this Agreement or any material respect or prevent Ancillary Agreement by Purchaser and/or its Affiliates, as applicable, nor the consummation of any by Purchaser and/or its Affiliates, as applicable, of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser hereby or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, thereby will (ai) conflict with or result in any breach breach, violation or infringement of any provisions provision of the certificate respective articles of incorporation or by-laws (or similar governing documents) of Laser Purchaser or Merger Sub; its Affiliates, (bii) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which Laser, Merger Sub Purchaser or any of its Affiliates or any of their subsidiaries is a party respective properties or by which assets are bound, or (iii) violate any Law applicable to Purchaser or any of them its Affiliates or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries or any of their respective properties or assets, except, in the case of clauses clause (bii) and or clause (ciii), for violations, breaches or defaults which as would not individually reasonably be expected to be material to Purchaser and its Subsidiaries, taken as a whole, or in materially adverse to the aggregate have a Laser Material Adverse Effectability of Purchaser to consummate, or materially delay the consummation by Purchaser of, the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except (1) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the HSR Exchange Act, the Securities Act, the Exchange HSR Act, Competition Laws, and state securities or blue sky Lawsstate "Blue Sky" laws, and the (2) for filing of the Certificate Articles of Merger and (3) as otherwise set forth in such form as required bySection 4.3 of the Parent Disclosure Schedule, and executed in accordance with none of the relevant provisions ofexecution, the DGCLdelivery or performance of this Agreement by Parent or MergerCo, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser Parent or Merger Sub MergerCo of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents hereby or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser Parent or MergerCo with any of the provisions hereof, hereof will (a) conflict with or result in any breach of any provisions provision of the certificate organizational documents of incorporation Parent or by-laws the articles of Laser organization or Merger Sub; bylaws of MergerCo, (b) require any filing with, notice by, or permit, authorization, consent or approval of, any state, federal, county, municipal, foreign or other government or governmental authority or by any court of competent jurisdiction (a "Governmental Entity"), (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Laser, Merger Sub Parent or any of their subsidiaries MergerCo is a party or by which any either of them or any of their respective properties or assets may be bound; , or (cd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries Parent or MergerCo or any of their properties or assets, except, in excluding from the case of foregoing clauses (b), (c) and (c)d) such filings, for notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not not, individually or in the aggregate aggregate, (i) prevent or materially delay consummation of the Merger, (ii) otherwise prevent or materially delay performance by Parent or MergerCo of any of their obligations under this Agreement or (iii) have a Laser Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Actof, the Securities Act, the Exchange Act, Competition Laws, and state securities or blue sky Lawslaws, and the HSR Act, and except for certain foreign governmental approvals and the filing and recordation of the Merger Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, by the DGCL, no filing withwith or notice to, and no permit, authorization, consent or approval of, any governmental or regulatory authority Governmental Entity is necessary for the consummation execution and delivery by Laser Parent or Merger Sub Purchaser of this Agreement or the completion by Parent or Purchaser of the transactions contemplated by this Agreementhereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notices would not (i) not, individually or in the aggregate aggregate, have a Laser Material Adverse Effect on Parent. Neither the execution, delivery and performance of this Agreement by Parent or (ii) delay in any material respect Purchaser nor the completion by Parent or prevent the consummation of any Purchaser of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the certificate respective Certificate of incorporation Incorporation or by-laws Bylaws of Laser Parent or Merger SubPurchaser; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or any Lien) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Laser, Merger Sub Parent or any of their subsidiaries Purchaser is a party or by which any either of them or any of their respective properties or assets may be bound; or (ciii) violate any order, writ, injunction, decree, or any law, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries Parent or Purchaser or any of their respective properties or assets, except, in the case of clauses (b) and (c), except for violations, breaches or defaults which would that will not individually materially delay or in prevent the aggregate have a Laser Material Adverse Effectcompletion of the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act, the Securities Actof, the Exchange Act, Competition Laws, and state securities or blue sky Lawslaws, the HSR Act and the filing and recordation of the a Certificate of Merger in such form as required by, and executed in accordance with by the relevant provisions of, the DGCLGBCC, no filing withwith or notice to, and no permit, authorization, consent or approval of, any governmental or regulatory authority Governmental Entity is necessary for the execution and delivery by Purchaser or Acquisition Sub of this Agreement or the consummation by Laser Purchaser or Merger Acquisition Sub of the transactions contemplated by this AgreementMerger, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not (i) individually or in the aggregate have a Laser Purchaser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this AgreementEffect. Neither the execution and execution, delivery or performance of this Agreement by Laser Purchaser or Merger Sub Acquisition Sub, nor the consummation by Laser or Merger Purchaser and Acquisition Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereofMerger, will (a) conflict with or result in any breach of any provisions provision of the certificate Certificate or Articles of incorporation Incorporation or by-laws Bylaws of Laser Purchaser or Merger Acquisition Sub; , (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) or require any consent pursuant to, or result in the creation of any Lien on any asset of Purchaser or Acquisition Sub under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Laser, Merger Purchaser or Acquisition Sub or any of their subsidiaries is a party or by which any either of them or any of their respective properties or assets may be bound; bound or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries Purchaser or Acquisition Sub or any of their respective properties or assets, except, except in the case of clauses (b) and or (c) for any such violations, breaches, defaults (or rights of termination, amendment, cancellation or acceleration), for violations, breaches Liens or defaults which would not individually or in the aggregate have a Laser Material Adverse Effect.failures to

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities or blue sky Laws, and (i) the filing of reports by Seller under the Certificate of Merger in such form as required by, Exchange Act and executed in accordance with the relevant provisions of, the DGCL, no filing with, NASDAQ National Market and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this Agreement, except for such Toronto Stock Exchange rules and requirements and (ii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and applicable non-U.S. laws with respect to foreign investment and competition, and other applicable requirements of state or approvals the failure of which to be made provincial securities or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any blue sky laws, none of the transactions contemplated by this Agreement. Neither the execution and execution, delivery or performance of this Agreement by Laser Seller or Merger Sub nor the consummation by Laser or Merger Sub Seller of the transactions contemplated hereby, nor compliance by Laser with any of Closing or the provisions hereof, Mercury Contribution will (a) conflict with or result in any breach of any provisions provision of the certificate of incorporation or by-laws of Laser Seller or Merger Sub; any of the Companies, (b) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to contract, agreement, insurance policy, loan, lease, license, guarantee or commitment by which Laser, Merger Sub the Companies or any of their subsidiaries is a party respective assets or by which any of them or any of their properties or assets may be are bound; or , (cd) violate any statute, law, constitutional provision, code, regulation, ordinance, rule, ruling, judgment, decision, order, writ, injunction, decree, statutepermit, concession, grant, franchise, license, agreement, directive, binding guideline or policy, or rule of common law, requirement of or regulation other governmental restriction of or determination by any Government Entity or any interpretation of any of the foregoing by any Governmental Entity (“Law”) applicable to Laser, Merger SubSeller, any of their subsidiaries the Companies or any of their properties or assets, except, or (e) result in the case creation or imposition of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of the Companies, excluding from the foregoing clauses (b), (c) and (c), for d) such violations, breaches or and defaults which would not individually become applicable as a result of the business or activities in which Purchaser is or proposes to be engaged (to the aggregate have extent different from the businesses engaged in by the Companies) or as a Laser Material Adverse Effectresult of any acts or omissions by, or the status of any facts pertaining specifically to, Purchaser or any of its Affiliates (other than the Companies).

Consents and Approvals; No Violations. Except as set forth in Section 3.6 of the PNL Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Actof, the Securities Act, the Exchange Act, Competition Laws, and state securities or blue sky Lawslaws, the HSR Act, the rules of the NASD, and the filing and recordation of the Merger Certificate of Merger in such form as required by, and executed in accordance with by the relevant provisions of, the DGCLNGCL, no filing withwith or notice to, and no permit, authorization, consent or approval of, any governmental or regulatory authority Governmental Entity is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery by PNL of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub PNL of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on PNL. Neither the execution, delivery and performance of this Agreement by PNL nor compliance the consummation by Laser with any PNL of the provisions hereof, transactions contemplated hereby will (ai) conflict with or result in any breach of any provisions provision of the certificate respective Certificate of incorporation Incorporation or by-laws Bylaws (or similar governing documents) of Laser PNL or Merger Sub; any of PNL's subsidiaries, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Laser, Merger Sub PNL or any of their PNL's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Laser, Merger Sub, PNL or any of their PNL's subsidiaries or any of their respective properties or assets, except, except in the case of clauses (bii) and or (c), iii) for violations, breaches or defaults which would not individually or in the aggregate have a Laser Material Adverse EffectEffect on PNL.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities No filing with or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing withnotice to, and no permitapproval, authorizationconsent, consent authorization or approval ofother Permit of or from, any governmental Governmental Entity is required on the part of Purchaser or regulatory authority is necessary German Purchaser for the consummation by Laser or Merger Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement or any Ancillary Agreement, the performance of their obligations hereunder and, as applicable, thereunder, and the consummation of the transactions contemplated thereby or thereby, except compliance with the applicable requirements of the HSR Act and any non-U.S. Antitrust Laws or other Laws listed on Section 3.4 of the Seller Disclosure Schedule. Assuming compliance with the items described in the preceding sentence, neither the execution, delivery and performance of this Agreement or any Ancillary Agreement by Laser Purchaser or Merger Sub German Purchaser (as applicable) (nor the consummation by Laser Purchaser or Merger Sub German Purchaser (as applicable) of the transactions contemplated herebyhereby or thereby), nor compliance by Laser with any of the provisions hereofas applicable, will (a) conflict with or result in any breach breach, violation or infringement of any provisions provision of the certificate respective articles of incorporation or by-laws bylaws (or similar Organizational Documents) of Laser Purchaser, German Purchaser or Merger Sub; any of their respective Subsidiaries, (b) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which LaserPurchaser, Merger Sub German Purchaser or any of their subsidiaries respective Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (c) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to LaserPurchaser, Merger Sub, any of their subsidiaries German Purchaser or any of their respective Subsidiaries or any of their respective properties or assets, except, except in the case of each of clauses (b) and (c), for violationsconflicts, breaches breaches, violations or defaults which infringements that would not individually reasonably be expected to (i) prevent, hinder or in delay any of the aggregate transactions contemplated hereby or (ii) have a Laser Material Adverse Effectmaterial adverse effect on the ability of Purchaser German Purchaser to perform their obligations under this Agreement and the applicable Ancillary Agreements.

Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the HSR Advisers Act, the Exchange Act, the Securities Act, the Exchange rules and regulations of the NASD, the HSR Act, Competition Laws, and state securities or blue sky Lawslaws, and the filing DGCL, none of the Certificate execution, delivery or performance of Merger in such form as required by, and executed in accordance with the relevant provisions ofthis Agreement by SoundView, the DGCLconsummation by SoundView of the Transactions or compliance by SoundView with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation, no the by-laws or similar organizational documents of SoundView or any SoundView Subsidiary, (ii) require any filing with, and no or permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this AgreementGovernmental Entity, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (biii) result in a violation or breach of, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which LaserSoundView Agreement, Merger Sub or any of their subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger SubSoundView, any to which SoundView or any SoundView Subsidiary is a party or by which any of their subsidiaries the assets of any of them is bound, any SoundView Subsidiary or any of their properties or assets, except, in excluding from the case of foregoing clauses (bii), (iii) and (c), for iv) such violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Laser Material Adverse Effectmaterial adverse effect on SoundView and the SoundView Subsidiaries, taken as a whole. There are no third party consents or approvals required to be obtained under any SoundView Agreement prior to the consummation of the Transactions, except for such consents and approvals the failure of which to be obtained would not, individually or in the aggregate, have a material adverse effect on SoundView and the SoundView Subsidiaries, taken as a whole.

Consents and Approvals; No Violations. Except for applicable requirements The execution and delivery of this Agreement, the Seller Notes and the Seller Security Documents by each Purchaser party to such Seller Note or Seller Security Document and the consummation of the HSR Acttransactions contemplated hereby and thereby (including, without limitation, the Securities Act, issuance of the Exchange Act, Competition Laws, and state securities Shares) (a) will not violate or blue sky Laws, and the filing contravene any provision of the Certificate of Merger in such form as required byIncorporation or By-laws of any Purchaser, and executed in accordance with the relevant provisions of(b) will not violate or contravene any statute, the DGCLrule, no regulation, order or decree of any public body or authority by which any Purchaser is bound or by which any of its properties or assets are bound, (c) will not require any filing with, and no or permit, authorization, consent or approval of, or the giving of any notice to (including any filings under the HSR Act), any governmental or regulatory body, agency or authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this Agreement, except for any other Person; provided that such filings, permits, authorizations, consents or approvals the failure of which representation with respect to filings required to be made or obtained would under the HSR Act is made in reliance upon the Sellers' representation in Section 4.26; and (d) will not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (b) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, payment or acceleration) under, or result in the creation of any Encumbrance upon any of the interests of any Purchaser under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, license, franchise, permit, agreement, lease, franchise agreement or any other instrument or obligation to which Laser, Merger Sub or any of their subsidiaries Purchaser is a party party, or by which any of them or any of their properties or assets may be bound; or , excluding from the foregoing clauses (b), (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries or any of their properties or assets, except, in the case of clauses (b) and (c)d) filings, for notices, permits, consents and approvals, the absence of which, and violations, breaches or defaults breaches, defaults, conflicts and Encumbrances, which would not individually prevent such Purchaser from performing its obligations under this Agreement, any Seller Note or in any Seller Security Document or the aggregate have a Laser Material Adverse Effectconsummation of the transactions contemplated hereby and thereby.

Consents and Approvals; No Violations. Except for applicable requirements Assuming the truth and accuracy of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, representations and state securities or blue sky Laws, and the filing of the Certificate of Merger warranties contained in such form as required by, and executed in accordance with the relevant provisions of, the DGCLSection 3.5, no filing material notices to, filings with, and no permit, or authorization, consent or approval of, of any governmental or regulatory authority Governmental Entity is necessary for the execution, delivery or performance by Purchaser of this Agreement or the Ancillary Documents to which Purchaser is a party or the consummation by Laser or Merger Sub Purchaser of the transactions contemplated by this Agreementhereby or thereby, except for such filingscompliance with and filings under the HSR Act and applicable requirements, permitsif any, authorizationsof federal securities laws or state “blue sky” laws. Neither the execution, consents delivery or approvals performance by Purchaser of this Agreement and the failure of Ancillary Documents to which to be made or obtained would not (i) individually or in the aggregate have Purchaser is a Laser Material Adverse Effect or (ii) delay in any material respect or prevent party nor the consummation of any by Purchaser of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, hereby will (a) conflict with or result in any breach of any provisions provision of the certificate of incorporation or by-laws of Laser or Merger Sub; Purchaser’s Governing Documents, as applicable, (b) except as set forth on Schedule 5.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) acceleration under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract agreement to which Laser, Merger Sub or any of their subsidiaries Purchaser is a party or by which any of them Purchaser or any of their its properties or assets may be bound; or , (c) violate in any respect any order, writ, injunction, decree, law, statute, rule or regulation applicable of any Governmental Entity having jurisdiction over Purchaser, or (d) except with respect to LaserPermitted Liens, Merger Sub, result in the creation of any Lien upon any of their subsidiaries or any of their the properties or assetsassets of Purchaser, except, which in the case of any of clauses (b) and ), (c)) or (d) above, for violations, breaches or defaults which would not individually or in the aggregate have a Laser Material Adverse Effectmaterial adverse effect of Purchaser’s consummation of the transactions contemplated by this Agreement or the Ancillary Documents in a timely manner, or prevent or materially delay Purchaser’s timely performance of its obligations under this Agreement or any of the Ancillary Documents.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act, the Securities Actof, the Exchange Act, Competition Laws, and state securities or blue sky Lawslaws, the HSR Act and the filing and recordation of the a Certificate of Merger in such form as required by, and executed in accordance with by the relevant provisions of, the DGCLGBCC, no filing withwith or notice to, and no permit, authorization, consent or approval of, any governmental or regulatory authority Governmental Entity is necessary for the execution and delivery by Purchaser or Acquisition Sub of this Agreement or the consummation by Laser Purchaser or Merger Acquisition Sub of the transactions contemplated by this AgreementMerger, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not (i) individually or in the aggregate have a Laser Purchaser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this AgreementEffect. Neither the execution and execution, delivery or performance of this Agreement by Laser Purchaser or Merger Sub Acquisition Sub, nor the consummation by Laser or Merger Purchaser and Acquisition Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereofMerger, will (a) conflict with or result in any breach of any provisions provision of the certificate Certificate or Articles of incorporation Incorporation or by-laws Bylaws of Laser Purchaser or Merger Acquisition Sub; , (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) or require any consent pursuant to, or result in the creation of any Lien on any asset of Purchaser or Acquisition Sub under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Laser, Merger Purchaser or Acquisition Sub or any of their subsidiaries is a party or by which any either of them or any of their respective properties or assets may be bound; bound or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries Purchaser or Acquisition Sub or any of their respective properties or assets, except, except in the case of clauses (b) and or (c) for any such violations, breaches, defaults (or rights of termination, amendment, cancellation or acceleration), for violations, breaches Liens or defaults failures to obtain consents which would not individually or in the aggregate aggregate, have a Laser Purchaser Material Adverse Effect. As used in this Agreement, the term "Purchaser Material Adverse Effect" shall mean any change or effect that is materially adverse to the business, results of operations or condition (financial or otherwise) of Purchaser or Acquisition Sub other than any change or effect that does not affect Purchaser's or Acquisition Sub's ability to perform its obligations under this Agreement.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities No filing with or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing withnotice to, and no permit, authorization, registration, consent or approval of, any governmental Governmental Entity is required on the part of Parent or regulatory authority is necessary Merger Sub for the execution, delivery and performance by Parent and Merger Sub of this Agreement or the consummation by Laser or Parent and Merger Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in compliance with the aggregate have a Laser Material Adverse Effect or applicable requirements of the HSR Act and any other applicable Antitrust Law, and (ii) delay any FAR notices. Assuming compliance with or the making or receipt of, as applicable, the items described in the preceding sentence and the consents set forth on Section 4.3 of the Parent Disclosure Schedule, and except as would not impair in any material respect the ability of Parent, Merger Sub or the Company, as the case may be, to perform their respective obligations under this Agreement or prevent or materially delay the consummation of any the Merger, neither the execution, delivery and performance of this Agreement by Parent and Merger Sub nor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (ai) conflict with or result in any breach breach, violation or infringement of any provisions provision of the certificate respective articles of incorporation or by-laws bylaws (or similar governing documents) of Laser Parent or Merger Sub; , (bii) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which Laser, Parent or Merger Sub or any of their subsidiaries is a party or by which any of them or any of their properties or assets may be is bound; , or (ciii) violate or infringe any order, writ, injunction, decree, statute, rule or regulation Law applicable to Laser, Parent or Merger Sub, any of their subsidiaries Sub or any of their respective properties or assets. For the avoidance of doubt, exceptfollowing each of the Agreement Date and the Closing, in Parent will file one or more Current Reports on Form 8-K with the case of clauses (b) and (c), for violations, breaches or defaults which would not individually or in the aggregate have a Laser Material Adverse Effect.SEC. 4.4

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which Laser, Merger Sub or any of their subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries or any of their properties or assets, except, in the case of clauses (b) and (c), for violations, breaches or defaults which would not individually or in the aggregate have a Laser Material Adverse Effect.. Section 5.6

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Actof, the Securities Act, the Exchange Act, Competition Laws, and state securities or blue sky Lawslaws, the HSR Act, and the filing and recordation of the Certificate an articles of Merger in such form merger as required by, and executed in accordance with by the relevant provisions of, the DGCLTBCA, no filing withwith or notice to, and no permit, authorization, consent or approval of, any governmental or regulatory authority Governmental Entity is necessary for the execution and delivery by Purchaser of this Agreement or the consummation by Laser or Merger Sub Purchaser of the transactions contemplated by this AgreementTransactions, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not (i) individually or in the aggregate have a Laser Purchaser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this AgreementEffect. Neither the execution execution, delivery and delivery performance of this Agreement by Laser or Merger Sub Purchaser nor the consummation by Laser or Merger Sub Purchaser of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, Transactions will (ai) conflict with or result in any breach of any provisions provision of the certificate Articles of incorporation Incorporation or by-laws bylaws of Laser Purchaser or Merger Sub; any of Purchaser's Subsidiaries, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Laser, Merger Sub Purchaser or any of their subsidiaries Purchaser's Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; bound or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Laser, Merger Sub, Purchaser or any of their subsidiaries Purchaser's Subsidiaries or any of their respective properties or assets, except, except in the case of clauses (bii) and or (c), iii) for violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Laser Purchaser Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements as set forth on Section 4.3 of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCLPurchaser Disclosure Schedule, no filing withwith or notice to, and no permit, authorization, registration, consent or approval of, any governmental Governmental Entity is required on the part of Purchaser or regulatory authority is necessary any of its Affiliates for the execution, delivery and performance by Purchaser or its Affiliates, as applicable, of this Agreement or the Ancillary Agreements or the consummation by Laser Purchaser or Merger Sub its Affiliates, as applicable, of the transactions contemplated by this Agreementhereby or thereby, except for (a) compliance with any applicable requirements of the HSR Act and NYPSL, (b) compliance with any Permits relating to the Business (including any transfer requirements), or (c) any such filings, notices, permits, authorizations, registrations, consents or approvals approvals, the failure of which to be made make or obtained obtain would not (i) reasonably be expected to have, individually or in the aggregate have aggregate, a Laser Purchaser Material Adverse Effect Effect. Assuming compliance with the items described in clauses (a) through (c) of the preceding sentence, neither the execution, delivery and performance of this Agreement by Purchaser or (ii) delay in the Ancillary Agreements by Purchaser or any material respect or prevent applicable Affiliates thereof, nor the consummation of by Purchaser or any applicable Affiliate thereof, of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser hereby or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated herebythereby, nor compliance by Laser with any of the provisions hereof, will shall (ai) conflict with or result in any breach breach, violation or infringement of any provisions provision of the certificate respective governing documents of incorporation Purchaser or by-laws any of Laser or Merger Sub; its Affiliates, (bii) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which Laser, Merger Sub Purchaser or any of its Affiliates is a party or any of their subsidiaries is a party respective properties or by which assets are bound, or (iii) violate any Law applicable to Purchaser or any of them its Affiliates or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries or any of their respective properties or assets, except, in the case of clauses clause (bii) and or clause (ciii), for violations, breaches or defaults which as would not reasonably be expected to have, individually or in the aggregate have aggregate, a Laser Purchaser Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act, the Securities Actof, the Exchange Act, Competition Laws, and state securities or blue sky Laws, Laws and the filing and recordation of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, by the DGCL, no filing withwith or notice to, and no permit, authorization, consent or approval of, any governmental or regulatory authority Governmental Entity is necessary for the execution and delivery by Purchaser of this Agreement or the consummation by Laser or Merger Sub Purchaser of the transactions contemplated by this Agreementhereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to make such filings or give such notice do not or could not reasonably be made or obtained would not (i) expected to have, individually or in the aggregate have aggregate, a Laser Material Adverse Effect or (ii) delay in any material respect or prevent on Purchaser. Neither the execution, delivery and performance of this Agreement by Purchaser nor the consummation of any by Purchaser of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the Purchasers's certificate of incorporation or by-laws of Laser or Merger Sub; laws, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Laser, Merger Sub or any of their subsidiaries Purchaser is a party or by which any of them Purchaser or any of their its properties or assets may be bound; bound or (ciii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Laser, Merger Sub, any of their subsidiaries Purchaser or any of their its properties or assets, except, except in the case of clauses (bii) and or (c), iii) for violations, breaches or defaults which would do not or could not reasonably be expected to have, individually or in the aggregate have aggregate, a Laser Material Adverse Effectmaterial adverse effect on the ability of Purchaser to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for such filings as may be required under, and other applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCLVSCA, no neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the articles of incorporation or the bylaws (or similar organizational instrument) of the Company or of any of its subsidiaries, (ii) require any filing with, and no or permit, authorization, consent or approval of, any court, tribunal, administrative agency or commission or other governmental or other regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this Agreementagency (a "Governmental Entity") or any other person or entity, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) ), result in the termination of or a right of termination or cancellation of, modification of any benefit under, accelerate the performance required by, result in the triggering of any payment or other material obligation pursuant to, result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties of the Company or its subsidiaries under, or result in being declared void, voidable or without further binding effect any of the terms, conditions or provisions of any material (as defined for purposes note, bond, mortgage, indenture, lease, license, contract, permit, deed of Form 10-K) Contract trust agreement or other instrument or commitment obligation to which Laser, Merger Sub the Company or any of their its subsidiaries is a party or by which any of them or any of their properties or assets may be bound; bound or affected or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger Subthe Company, any of their its subsidiaries or any of their properties or assets, except, in excluding from the case of foregoing clauses (bii), (iii) and (c), for iv) such violations, breaches or defaults which would not individually or not, in the aggregate aggregate, have a Laser Material Adverse EffectEffect on the Company.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities No filing with or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing withnotice to, and no permit, authorization, consent or approval of, any governmental Governmental Entity is required on the part of Parent, Purchaser or regulatory authority is necessary any of their Affiliates for the execution, delivery and performance by Parent, Purchaser and/or their Affiliates, as applicable, of this Agreement or the Assignment Agreement or the consummation by Laser or Merger Sub Parent, Purchaser and/or their Affiliates, as applicable, of the transactions contemplated by this Agreementhereby or thereby, except for such filings(a) the Required Regulatory Approvals; or (b) any permit, permitsdeclaration, authorizationsfiling, consents authorization, registration, consent or approvals approval, the failure of which to be made make or obtained obtain would not (i) reasonably be expected to have, individually or in the aggregate have aggregate, a Laser Purchaser Material Adverse Effect Effect. Assuming compliance with the items described in clauses (a) and (b) of the preceding sentence, neither the execution, delivery or (ii) delay in any material respect or prevent performance of this Agreement and the Assignment Agreement by Parent, Purchaser and/or their Affiliates, as applicable, nor the consummation of any by Parent, Purchaser and/or their Affiliates, as applicable, of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser hereby or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, thereby will (ai) conflict with or result in any breach or violation of any provisions provision of the certificate of incorporation Parent’s or by-laws of Laser or Merger Sub; Purchaser’s Organizational Documents, (bii) result in a breach or violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Encumbrance, except for Permitted Encumbrances, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract or material Permit to which LaserParent, Merger Sub Purchaser or any of their subsidiaries is a party respective properties or by which assets are bound, or (iii) violate any of them Law applicable to Parent, Purchaser or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries Affiliates or any of their respective properties or assets, except, in the case of clauses (bii) and or (ciii), for breaches, violations, breaches defaults, Encumbrances or defaults which other rights that would not reasonably be expected to have, individually or in the aggregate have aggregate, a Laser Purchaser Material Adverse Effect.

Consents and Approvals; No Violations. Except for such filings, permits, authorizations, consents and approvals as may be required by or under, any applicable requirements of federal or state securities laws, the HSR Act, any Gaming Authority, or the Securities ActCity of Las Vegas, the Exchange ActNevada, Competition Lawsany filings, permits, authorization, consents and state securities approvals relating or blue sky Lawsapplicable to Seller, and the filing of the Certificate of Merger in such form as required bySGF, and executed in accordance with the relevant provisions of, the DGCLor FSE, no filing withwith or notice to, and no permit, authorization, consent or approval of, any governmental or regulatory authority Governmental Entity is necessary for the execution and delivery by Purchaser of this Agreement or the consummation by Laser or Merger Sub Purchaser of the transactions contemplated by this Agreementhereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not (i) and would not reasonably be expected to, individually or in the aggregate have a Laser Material Adverse Effect or (ii) aggregate, materially impair, materially delay in any material respect or prevent the consummation performance of any of the transactions contemplated by this Agreement. Neither the execution execution, delivery and delivery performance of this Agreement by Laser or Merger Sub Purchaser nor the consummation by Laser or Merger Sub Purchaser of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, hereby will (a) conflict with or result in any breach of any provisions provision of the certificate respective articles of incorporation or by-laws bylaws (or similar governing documents) of Laser or Merger SubPurchaser; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) acceleration or lien under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract contract to which Laser, Merger Sub or any of their subsidiaries Purchaser is a party or by which any of them or any of their respective properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation Law (including any Gaming Law) applicable to LaserPurchaser, Merger Sub, any of their subsidiaries or any of their properties or assets, except, except in the case of clauses (a) or (b) and (c), for violations, breaches or defaults which that do not or would not reasonably be expected to have, individually or in the aggregate have aggregate, a Laser Material Adverse EffectEffect on Purchaser.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities No filing with or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing withnotice to, and no permit, authorization, consent or approval of, any governmental Governmental Entity is required on the part of Parent, Purchaser or regulatory authority is necessary any of their Affiliates for the execution, delivery and performance by Parent, Purchaser and/or their Affiliates, as applicable, of this Agreement or the Assignment Agreement or the consummation by Laser or Merger Sub Parent, Purchaser and/or their Affiliates, as applicable, of the transactions contemplated by this Agreementhereby or thereby, except for such filings(a) the Required Regulatory Approvals; or (b) any - 34 - permit, permitsdeclaration, authorizationsfiling, consents authorization, registration, consent or approvals approval, the failure of which to be made make or obtained obtain would not (i) reasonably be expected to have, individually or in the aggregate have aggregate, a Laser Purchaser Material Adverse Effect Effect. Assuming compliance with the items described in clauses (a) and (b) of the preceding sentence, neither the execution, delivery or (ii) delay in any material respect or prevent performance of this Agreement and the Assignment Agreement by Parent, Purchaser and/or their Affiliates, as applicable, nor the consummation of any by Parent, Purchaser and/or their Affiliates, as applicable, of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser hereby or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, thereby will (ai) conflict with or result in any breach or violation of any provisions provision of the certificate of incorporation Parent’s or by-laws of Laser or Merger Sub; Purchaser’s Organizational Documents, (bii) result in a breach or violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Encumbrance, except for Permitted Encumbrances, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract or material Permit to which LaserParent, Merger Sub Purchaser or any of their subsidiaries is a party respective properties or by which assets are bound, or (iii) violate any of them Law applicable to Parent, Purchaser or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries Affiliates or any of their respective properties or assets, except, in the case of clauses (bii) and or (ciii), for breaches, violations, breaches defaults, Encumbrances or defaults which other rights that would not reasonably be expected to have, individually or in the aggregate have aggregate, a Laser Purchaser Material Adverse Effect.. 4.4

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this Agreement, except for such filings, ------------------------------------- permits, authorizations, consents or and approvals as may be required under, and other applicable requirements of, the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any HSR Act, none of the transactions contemplated by this Agreement. Neither the execution and execution, delivery or performance of this Agreement or the other Transaction Documents to which it is or will be a party by Laser or Merger Sub nor Purchaser, the consummation by Laser or Merger Sub Purchaser of the Transactions or the other transactions contemplated hereby, nor hereby or compliance by Laser Purchaser with any of the provisions hereof, hereof will (a) conflict with or result in any breach of any provisions provision of the certificate of incorporation or by-laws of Laser or Merger Sub; Purchaser, (b) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, permit, franchise, contract, agreement or other instrument or obligation to which Laser, Merger Sub Purchaser or any of their subsidiaries its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; , or (cd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger SubPurchaser, any of their subsidiaries its Subsidiaries or any of their properties or assets, except, in excluding from the case of foregoing clauses (b), (c) and (cd), for such violations, breaches or defaults which (A) would not not, individually or in the aggregate aggregate, have a Laser Material Adverse Effectmaterial adverse effect on Purchaser's ability to consummate the Transactions or (B) would become applicable solely as a result of the business or activities in which the Seller is or proposes to be engaged or solely as a result of any acts or omissions pertaining specifically to Seller.

Consents and Approvals; No Violations. Except for applicable requirements Neither the ------------------------------------- execution, delivery or performance of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for this Agreement by Purchaser nor the consummation by Laser or Merger Sub Purchaser of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, hereby nor compliance by Laser Purchaser with any of the provisions hereof, hereof will (a) conflict with or result in any breach of any provisions provision of the certificate Articles of incorporation Incorporation (as amended) or byBy-laws (as amended) of Laser or Merger Sub; Purchaser, (b) require any filing with, or permit, authorization, consent or approval of, any governmental entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Purchaser and its subsidiaries, taken as a whole, or would not, or would not be reasonably likely to, materially impair the ability of Purchaser to consummate the transactions contemplated hereby), (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes note, bond, mortgage, indenture, guarantee, other evidence of Form 10-K) Contract indebtedness, lease, license, contract, agreement or other instrument or obligation to which Laser, Merger Sub Purchaser or any of their its subsidiaries is a party or by which any of them or any of their properties or assets may be bound; , or (cd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger SubPurchaser, any of their its subsidiaries or any of their properties or assets, except, except in the case of clauses (bc) and (c), d) for violations, breaches or defaults which would not individually or in the aggregate have a Laser Material Adverse Effectmaterial adverse effect on Purchaser and its subsidiaries, taken as a whole, or would not, or would not be reasonably likely to, materially impair the ability of Purchaser or Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except No filing with or notice to, and no consent or approval of, any Governmental Entity is required on the part of Parent, Purchaser or any of their Affiliates for the execution, delivery and performance by Parent, Purchaser and/or their Affiliates, as applicable, of this Agreement or any Ancillary Agreement to which such Person is a party or the consummation by Parent, Purchaser and/or their Affiliates, as applicable, of the transactions contemplated hereby or thereby, except (a) compliance with any applicable requirements of the HSR Act, (b) the Securities Act, the Exchange Act, Competition Laws, consent and state securities or blue sky Laws, and the filing approval of FERC under Section 203 of the Certificate FPA or Section 205 of Merger in the FPA, as applicable, (c) the FCC Pre-Approvals, (d) compliance with Permits from any Governmental Entity or (e) any such form as required bypermit, and executed in accordance with the relevant provisions ofdeclaration, the DGCL, no filing with, and no permitfiling, authorization, registration, consent or approval ofapproval, the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect. Assuming compliance with the items described in clauses (a) through (e) of the preceding sentence, neither the execution, delivery or performance by Parent, Purchaser and/or their Affiliates, as applicable, of this Agreement or any governmental or regulatory authority Final Ancillary Document to which such Person is necessary for a party, nor the consummation by Laser or Merger Sub Parent, Purchaser and/or their Affiliates, as applicable, of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents hereby or approvals the failure of which to be made or obtained would not thereby will (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach or violation of any provisions provision of the certificate of incorporation Parent’s or by-laws of Laser or Merger Sub; Purchaser’s Organizational Documents, (bii) result in a breach or violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Encumbrance, except for Permitted Encumbrances, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract or material Permit to which LaserParent, Merger Sub Purchaser or any of their subsidiaries is a party respective properties or by which assets are bound or (iii) violate any of them Law applicable to Parent, Purchaser or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries Affiliates or any of their respective properties or assets, except, in the case of clauses (bii) and or (ciii), for breaches, violations, breaches defaults, Encumbrances or defaults which other rights that would not reasonably be expected to have, individually or in the aggregate have aggregate, a Laser Purchaser Material Adverse Effect.. 4.4

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or approvals blue sky laws and the failure of which to be made DGCL, as the case may be, neither the execution, delivery or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery performance of this Agreement by Laser or Merger Parent, Purchaser and Acquisition Sub nor the consummation by Laser or Merger Parent, Purchaser and Acquisition Sub of the transactions contemplated hereby, nor compliance by Laser with hereby will (i) violate any provision of the provisions hereofconstitutive or organizational documents of Parent, will Purchaser or Acquisition Sub, (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which LaserParent, Merger Purchaser or Acquisition Sub or any of their subsidiaries is a party or by which any of them Parent, Purchaser or Acquisition Sub or any of their properties or assets may be bound; or , (ciii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to LaserParent, Merger Purchaser or Acquisition Sub, any of their subsidiaries or any of their properties or assets, exceptor (iv) require on the part of Parent, Purchaser or Acquisition Sub any filing or registration with, notification to, or authorization, consent or approval of, Governmental Entities; except in the case of clauses (b) and (cii), (iii) or (iv) for such violations, breaches or defaults which, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to obtain, (A) would not individually or in the aggregate have a Laser Material Adverse Effectmaterial adverse effect on Parent and would not materially adversely affect the ability of Parent, Purchaser and Acquisition Sub to consummate the transactions contemplated by this Agreement, or (B) become applicable as a result of the business or activities in which the Company is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, the Company.

Consents and Approvals; No Violations. Except for applicable requirements of (a) filings with the HSR Act, the Securities Act, SEC under the Exchange Act, Competition Laws(b) filing the Certificate of Merger with the Departments of State of the Commonwealth of Pennsylvania and the State of Delaware, (c) the filings, if any, provided for under the HSR Act and state securities or blue sky Lawsstate “Blue Sky” laws, and (d) matters listed in Section 3.3 of the filing Parent Disclosure Schedule, the execution, delivery and performance of this Agreement by Parent and Acquisition Sub and the consummation by Parent and Acquisition Sub of the transactions contemplated hereby will not (assuming the shareholder approval set forth in Section 5.1(a) is obtained) (i) conflict with or result in any breach of any provision of the Certificate of Merger in such form as required byIncorporation or By-Laws of Parent or Acquisition Sub, and executed in accordance with the relevant provisions of, the DGCL, no (ii) require any filing with, and no notice to, or permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this AgreementGovernmental Entity, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of, or result in an change in the rights or obligations of the parties to, any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Laser, Merger Sub Parent or any of their subsidiaries the Parent Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound; or , (civ) violate any order, writ, injunction, decree, statute, rule Law or regulation Permit applicable to Laser, Merger SubParent, any of their subsidiaries the Parent Subsidiary or by which any of their respective properties or assetsassets is bound, except, (v) result in the case creation of any Lien on the assets or properties of Parent or any Parent Subsidiary or (vi) cause any of the assets owned by Parent or any Parent Subsidiary to be reassessed or revalued by any taxing authority or other Governmental Entity, excluding from the foregoing clauses (bii), (iii), (iv), (v) and (c), for vi) such violations, breaches or defaults which would not breaches, defaults, liens, reassessments, revaluations and changes which, and filings, notices, permits, authorizations, consents and approvals the absence of which, individually or in the aggregate have a Laser Material Adverse Effectaggregate, would not reasonably be expected to exceed One Hundred Thousand Dollars ($100,000.00).

Consents and Approvals; No Violations. Except for (i) any applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Lawsthe HSR Act, Nasdaq and any applicable filings under state securities, "Blue Sky" or takeover laws, and state securities or blue sky Laws, and (ii) the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, by the DGCL, no filing or registration with, and no permit, authorization, consent or approval of, any governmental public body or regulatory authority is necessary or required in connection with the execution and delivery of this Agreement by Parent or Merger Sub, or for the consummation by Laser Parent or Merger Sub of the transactions contemplated by this Agreement, except for such . Assuming that all filings, permitsregistrations, Permits, authorizations, consents or and approvals contemplated by the failure of which to be immediately preceding sentence have been duly made or obtained would not (i) individually or in obtained, neither the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent execution, delivery and performance of this Agreement nor the consummation of any of the transactions contemplated hereby by this Agreement. Neither the execution Parent and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (ai) conflict with or result in any breach of any provisions provision of the certificate Certificate of incorporation Incorporation or by-laws Bylaws of Laser Parent or Merger Sub; , (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) note, bond, mortgage, indenture, license, Contract or other instrument or obligation to which Laser, Merger Sub Parent or any of their subsidiaries its Subsidiaries is a party or by which it or any of them or any of their properties or assets may be bound; bound or (ciii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger Sub, Parent or any of their subsidiaries its Subsidiaries or any of their properties or assets, assets except, in the case of clauses subsections (bii) and (c)iii) above, for violations, breaches or defaults which that would not individually or in the aggregate have a Laser Material Adverse EffectEffect on Parent and that will not prevent or delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Exchange Act, the HSR Act, the Securities ActTBCA, the Exchange ActNJBCA, Competition Laws, and state securities or blue sky Lawslaws and, the laws of other states in which Parent or the Purchaser is qualified to do or is doing business and applicable state takeover laws, neither the execution, delivery or performance of this Agreement by Parent and the filing Purchaser nor the consummation by Parent and the Purchaser of the Certificate transactions contemplated hereby nor compliance by Parent and the Purchaser with any of Merger the provisions hereof will (i) conflict with or result in such form as required any breach of any provision of the respective certificate of incorporation or by-laws of Parent and the Purchaser, and executed in accordance with the relevant provisions of, the DGCL, no 34 36 (ii) require any filing with, and no or permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for Governmental Entity (except where the consummation by Laser or Merger Sub of the transactions contemplated by this Agreement, except for failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made or obtained make such filings would not (i) individually or in the aggregate have a Laser Material Adverse Effect or material adverse effect on Parent and its Subsidiaries, taken as a whole), (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, license, lease, contract, agreement or other instrument or obligation to which Laser, Merger Sub Parent or any of their subsidiaries its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; bound or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger SubParent, any of their subsidiaries its Subsidiaries or any of their properties or assets, except, in excluding from the case of foregoing clauses (biii) and (c), for iv) violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Laser Material Adverse Effectmaterial adverse effect on Parent and its Subsidiaries taken as a whole.

Consents and Approvals; No Violations. Except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Exchange Act, the HSR Act, the Securities ActIBCA, the Exchange Actlaws of other states in which Parent is qualified to do or is doing business, Competition Lawsstate takeover laws and foreign and supranational laws relating to antitrust and anticompetition clearances, and state securities (b) as may be required in connection with the Taxes described in Section 7.7, neither the execution, delivery or blue sky Laws, performance of this Agreement or the Support Agreements by Parent and Sub nor the filing consummation by Parent and Sub of the Certificate transactions contemplated hereby or thereby will (i) result in any breach of Merger in such form as required any provision of the respective certificate or articles of incorporation or by-laws of Parent or Sub, and executed in accordance with the relevant provisions of, the DGCL, no (ii) require any filing with, and no or the obtaining of any permit, authorization, consent or approval of, any governmental Governmental Entity (except where the failure to make such filings or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this Agreement, except for to obtain such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) approvals, individually or in the aggregate aggregate, would not reasonably be expected to have a Laser Material Adverse Effect or (ii) delay in any material respect on Parent or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated herebyMerger), nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, license, lease, contract, agreement or other instrument or obligation to which Laser, Merger Sub Parent or any of their subsidiaries its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; are bound or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger SubParent, any of their subsidiaries its Subsidiaries or any of their properties or assets, except, in the case of clauses clause (biii) and or (civ), for violationsbreaches, breaches defaults, terminations, amendments, cancellations, accelerations or defaults which would not violations that, individually or in the aggregate aggregate, would not reasonably be expected to have a Laser Material Adverse EffectEffect on Parent or prevent or materially delay the consummation of the Merger.

Consents and Approvals; No Violations. Except as set forth on Section 4.3 of the Purchaser Disclosure Schedule, no filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of Purchaser for the execution, delivery and performance by Purchaser of this Agreement or the consummation by Purchaser of the transactions contemplated hereby, except (a) compliance with any applicable requirements of the HSR Act, (b) compliance with any Permits relating to the Securities ActBusiness, the Exchange Act, Competition Laws, and state securities or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing with, and no permit, authorization, consent or approval of, (c) any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this Agreement, except for such filings, notices, permits, authorizations, registrations, consents or approvals approvals, the failure of which to be made make or obtained obtain would not (i) reasonably be expected to have, individually or in the aggregate have aggregate, a Laser Purchaser Material Adverse Effect or (ii) delay in any material respect or prevent Effect. Assuming compliance with the consummation of any items listed on Section 4.3 of the transactions contemplated by this Agreement. Neither Purchaser Disclosure Schedule and described in clauses (a) through (c) of the execution preceding sentence, neither the execution, delivery and delivery performance of this Agreement by Laser or Merger Sub Purchaser, nor the consummation by Laser or Merger Sub Purchaser of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will shall (ai) conflict with or result in any breach breach, violation or infringement of any provisions provision of the respective certificate of incorporation formation or by-laws limited liability company agreement (or similar governing documents) of Laser Purchaser or Merger Sub; any of its Affiliates, (bii) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which Laser, Merger Sub Purchaser or any of its Affiliates is a party or any of their subsidiaries is a party respective properties or by which assets are bound, or (iii) violate any Law applicable to Purchaser or any of them its Affiliates or any of their properties or assets may be bound; or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries or any of their respective properties or assets, except, in the case of clauses clause (bii) and or clause (ciii), for violations, breaches or defaults which as would not reasonably be expected to have, individually or in the aggregate have aggregate, a Laser Purchaser Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Actas set forth in Schedule 5.3 attached hereto, the Securities Act, the Exchange Act, Competition Laws, and state securities or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement and all other documents and agreements to be executed in connection herewith by Laser or Merger Sub nor the Seller and/or the Parent, as the case may be, and the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will hereby and thereby (a) conflict with will not violate or result in contravene any breach of any provisions provision of the certificate Certificate of incorporation Incorporation or byBy-laws of Laser the Seller or Merger Sub; the Parent, (b) will not violate or contravene any statute, rule, regulation, order or decree of any public body or authority by which the Seller or the Parent is bound or by which either of them or any of their properties or assets are bound, (c) will not require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority, or any other Person and (d) will not result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, payment or acceleration) under, or result in the creation of any Encumbrance, other than Permitted Encumbrances (excluding from the definition of Permitted Encumbrances any Encumbrances arising by operation of law), upon any of the termsassets of the Seller or the Parent under, conditions any note, bond, mortgage, indenture, license, permit, agreement, lease, franchise agreement or provisions of any material (as defined for purposes of Form 10-K) Contract other instrument or obligation to which Laser, Merger Sub the Seller or any of their subsidiaries the Parent is a party or by which any either of them or any of their properties or assets may is or will be bound; or , excluding from the foregoing clauses (b), (c) violate any orderand (d) filings, writnotices, injunctionpermits, decreeconsents and approvals, statutethe absence of which, rule or regulation applicable to Laserand violations, Merger Subbreaches, any defaults, conflicts and Encumbrances the consequences of their subsidiaries or any of their properties or assets, exceptwhich, in the case of clauses (b) and (c)aggregate, for violations, breaches or defaults which would not individually or in the aggregate have a Laser Material Adverse Effectmaterial adverse effect on the Condition or the Purchaser.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Exchange Act, the Securities Act, state Blue Sky laws, the Exchange HSR Act, Competition Laws, and state securities or blue sky Laws, and the filing and recordation of the a Certificate of Merger in such form Merger, as required by, and executed in accordance with by the relevant provisions of, the DGCLGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority Governmental Entity, is necessary for the consummation by Laser or Merger Sub Bionutrics of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals ; provided that in making this representation Bionutrics is relying on and this representation is conditioned upon the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any accuracy of the transactions contemplated by Parent Company's representations and warranties in Article VIII of this Agreement. Neither Except as set forth in Section 5.04 of the Bionutrics Disclosure Schedule, neither the execution and delivery of this Agreement by Laser Bionutrics or Merger the Sub nor the consummation by Laser Bionutrics or Merger the Sub of the transactions contemplated hereby, hereby nor compliance by Laser Bionutrics or the Sub with any of the provisions hereof, hereof will (ai) conflict with or result in any breach of any provisions provision of the certificate charter or By-Laws of incorporation Bionutrics or by-laws of Laser or Merger the Sub; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Laser, Merger Sub Bionutrics or any of their its subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or (ciii) violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to Laser, Merger SubBionutrics, any of their its subsidiaries or any of their properties or assets, except, except in the case of clauses (bii) and or (c), iii) for violations, breaches or defaults which would are not individually or in the aggregate have material to the business, operations or financial condition of Bionutrics and its subsidiaries, taken as a Laser Material Adverse Effectwhole, and which will not prevent or delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Exchange Act, the HSR Act, the Securities ActTBCA, the Exchange ActNJBCA, Competition Laws, and state securities or blue sky Lawslaws and, the laws of other states in which Parent or the Purchaser is qualified to do or is doing business and applicable state takeover laws, neither the execution, delivery or performance of this Agreement by Parent and the filing Purchaser nor the consummation by Parent and the Purchaser of the Certificate transactions contemplated hereby nor compliance by Parent and the Purchaser with any of Merger the provisions hereof will (i) conflict with or result in such form as required any breach of any provision of the respective certificate of incorporation or by-laws of Parent and the Purchaser, and executed in accordance with the relevant provisions of, the DGCL, no (ii) require any filing with, and no or permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for Governmental Entity (except where the consummation by Laser or Merger Sub of the transactions contemplated by this Agreement, except for failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made or obtained make such filings would not (i) individually or in the aggregate have a Laser Material Adverse Effect or material adverse effect on Parent and its Subsidiaries, taken as a whole), (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, license, lease, contract, agreement or other instrument or obligation to which Laser, Merger Sub Parent or any of their subsidiaries its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; bound or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger SubParent, any of their subsidiaries its Subsidiaries or any of their properties or assets, except, in excluding from the case of foregoing clauses (biii) and (c), for iv) violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Laser Material Adverse Effectmaterial adverse effect on Parent and its Subsidiaries taken as a whole.

Consents and Approvals; No Violations. Except for applicable filings, permits, authorization, consents and approvals as may be required under, and other appropriate requirements of the HSR Act, neither the Securities Actexecution, the Exchange Act, Competition Laws, and state securities delivery or blue sky Laws, and the filing performance of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for this Agreement by Purchasers respectively nor the consummation by Laser or Merger Sub Purchasers respectively of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, hereby nor compliance by Laser Purchasers respectively with any of the provisions hereof, hereof will (a) conflict with or result in any breach of any provisions provision of the certificate Certificate of incorporation Incorporation or byBy-laws of Laser US Purchaser, or Merger Sub; the Memorandum or Articles of Association of UK Purchaser, (b) require any filing with, or permit, authorization, consent or approval of, any governmental entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Purchasers and their subsidiaries, taken as a whole, or would not, or would not be reasonably likely to, materially impair the ability of Purchasers to consummate the transactions contemplated hereby), (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes note, bond, mortgage, indenture, guarantee, other evidence of Form 10-K) Contract indebtedness, lease, license, contract, agreement or other instrument or obligation to which Laser, Merger Sub Purchasers or any of their respective subsidiaries is a party or by which any of them or any of their properties or assets may be bound; , or (cd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger SubPurchasers, any of their respective subsidiaries or any of their properties or assets, except, except in the case of clauses (bc) and (c), d) for violations, breaches or defaults which would not individually or in the aggregate have a Laser Material Adverse Effectmaterial adverse effect on Purchasers and their subsidiaries, taken as a whole, or would not, or would not be reasonably likely to, materially impair the ability of Purchasers to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for applicable requirements of (a) filings pursuant to the HSR Act, ; (b) applicable requirements under the Securities ActExchange Act of 1934, as amended (the "Exchange Act, Competition Laws, and state securities or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance "); (c) filings with the relevant provisions ofNew York Stock Exchange ("NYSE") or other national securities exchange upon which shares of common stock of Purchaser are listed and (d) as described in this Agreement, neither the DGCLexecution, no filing with, and no permit, authorization, consent delivery or approval of, any governmental or regulatory authority is necessary for performance of this Agreement by Purchaser nor the consummation by Laser or Merger Sub Purchaser of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not hereby will (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in violate any material respect or prevent the consummation of any provision of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate articles of incorporation or by-laws of Laser or Merger SubPurchaser; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Laser, Merger Sub Purchaser or any of their subsidiaries its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or (ciii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to Laser, Merger SubPurchaser, any of their subsidiaries its Subsidiaries or any of their properties or assetsassets or (iv) require on the part of Purchaser any filing or registration with, exceptnotification to, or authorization, consent or approval of, any Governmental Entity; except in the case of clauses (b) and (cii), (iii) or (iv) for such violations, breaches or defaults which, or filings, registrations, notifications, authorizations, consents or approvals, the failure of which to obtain would not individually or in the aggregate have a Laser Purchaser Material Adverse EffectEffect and would not materially adversely affect the ability of Purchaser to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for applicable requirements of for: (a) filings pursuant to the HSR Act, (b) approvals or consents of Governmental Entities under insurance holding company laws of the Securities ActState of New Hampshire, the Exchange Act, Competition Laws(c) filings of such pre-acquisition notifications as may be required in certain states, and state securities (d) matters specifically described in the written schedule delivered by Purchaser to Seller at or blue sky Lawsprior to the execution of this Agreement and attached hereto (the "Purchaser's Consent Schedule"), and neither the filing execution, delivery or performance of this Agreement by Purchaser nor the consummation by Purchaser of the Certificate transactions contemplated hereby will require on the part of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no Purchaser any filing or registration with, and no permitnotification to, or authorization, consent or approval of, any governmental Governmental Entity. Except as described in the Purchaser's Consent Schedule, neither the execution, delivery or regulatory authority is necessary for performance of this Agreement by Purchaser nor the consummation by Laser or Merger Sub Purchaser of the transactions contemplated by this Agreement, hereby will: (i) violate any provision of the articles of incorporation or by-laws of Purchaser; or (ii) except for such violations, breaches or defaults which, or filings, permitsregistrations, notifications, authorizations, consents or approvals the failure of which to be made or obtained obtain, would not (i) individually or in materially adversely affect the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation ability of any of Purchaser to consummate the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation that is material (as defined for purposes of Form 10-K) Contract to Purchaser and to which Laser, Merger Sub or any of their subsidiaries Purchaser is a party or by which any of them or any of their its properties or assets may be bound; , or (cb) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to Laser, Merger Sub, any of their subsidiaries Purchaser or any of their its properties or assets, except, in the case of clauses (b) and (c), for violations, breaches or defaults which would not individually or in the aggregate have a Laser Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the The execution and delivery of this Agreement and the Series A Purchase Agreement by Laser or Merger Sub nor Parent and Purchaser do not, and the performance by Parent and Purchaser of this Agreement and the Series A Purchase Agreement and the consummation by Laser or Merger Sub Parent and Purchaser of the transactions contemplated herebyhereby and thereby will not, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in violate any breach of any provisions provision of the certificate of incorporation or by-laws bylaws (or other equivalent organizational documents) of Laser Parent or Merger Sub; Purchaser, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, or accelerationacceleration or consent) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which LaserParent or any of its Subsidiaries is a party or to which any of their respective assets are subject, Merger Sub (c) subject, in the case of Purchaser, to the adoption of this Agreement by Parent as the sole shareholder of Purchaser, violate any Law applicable to Parent, any of its Subsidiaries or any of their subsidiaries is a party or by which any of them or any of their properties or respective assets may be bound; or (cd) violate other than in connection with or compliance with applicable requirements of (i) the DGCL, (ii) the Antitrust Laws, (iii) Securities Exchange Rules, (iv) the Exchange Act and (v) state securities Laws, require Parent or Purchaser to make any orderfiling or registration with or notification to, writor require Parent or Purchaser to obtain any authorization, injunction, decree, statute, rule consent or regulation applicable to Laser, Merger Subapproval of, any of their subsidiaries or any of their properties or assets, Governmental Authority; except, in the case of clauses (b), (c) and (cd), for such violations, breaches or defaults that would not, or such filings, registrations, notifications, authorizations, consents or approvals the failure of which to be made or obtained would not not, individually or in the aggregate aggregate, reasonably be expected to have a Laser Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings contemplated by Sections 5.11 and 5.12 and except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Exchange Act, the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities or blue sky Lawslaws of any jurisdiction, and the filing DGCL, none of the Certificate execution, delivery or performance of Merger in such form as required by, and executed in accordance with this Agreement by Parent or the relevant provisions ofPurchaser, the DGCLconsummation by Parent or the Purchaser of the Transactions or compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaser, no (ii) require any filing with, and no or permit, authorization, consent or approval of, any governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this AgreementGovernmental Entity, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (biii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which LaserParent, Merger Sub or any of their subsidiaries its Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound; , or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laser, Merger SubParent, any of their subsidiaries its Subsidiaries or any of their properties or assets, except, in excluding from the case of foregoing clauses (bii), (iii) and (c), for iv) such violations, breaches breaches, defaults or defaults such failures to make filings, or obtain permits, authorizations, consents or approvals which would not not, individually or in the aggregate aggregate, have a Laser Material Adverse Effect.material adverse effect on the ability of Parent and Purchaser to consummate the Transactions. 39

Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Actof, (a) the Securities Act of 1933, as amended (the "Securities Act"), (b) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Competition Laws(c) the Bankruptcy Code (or filings with, and state securities or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions authorizations of, the Bankruptcy Court), and (d) the DGCL, no and assuming the filings required under the Hart-Scott-Rodino Antitrust Improxxxxxxx Xxx xx 0076, as amended (the "HSR Act"), are made and the waiting period thereunder has been terminated or has expired, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation or the by-laws of the Company or of its Subsidiary, (ii) require any filing with, and no or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or regulatory authority is necessary for the consummation by Laser or Merger Sub of the transactions contemplated by this Agreementagency (a "Governmental Entity"), except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not (i) individually or in the aggregate have a Laser Material Adverse Effect or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Laser or Merger Sub nor the consummation by Laser or Merger Sub of the transactions contemplated hereby, nor compliance by Laser with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the certificate of incorporation or by-laws of Laser or Merger Sub; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract to which Laser, Merger Sub or any of their subsidiaries is a party or by which any of them or any of their properties or assets may be bound; or (ciii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Laserthe Company, Merger Sub, any of their subsidiaries its Subsidiary or any of their properties or assets, except, in excluding from the case of foregoing clauses (bii) and (c), for iii) such violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Laser Material Adverse Effectmaterial adverse effect on the Company and its Subsidiary, taken as a whole, and which will not materially impair the ability of the Company to consummate the transactions contemplated hereby or by the Parent Plan.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Competition Laws, and state securities or blue sky Laws, and the filing of the Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the DGCL, no No filing with, and no permit, authorization, consent consent, registration, notice, approval or approval ofother action of any Governmental Entity or any other Person is required to be made, obtained or given by the Successor General Partner or any governmental Affiliate of the Successor General Partner on or regulatory authority is necessary for prior to the Closing Date in connection with the execution, delivery and performance of this Agreement, and the consummation by Laser or Merger Sub of the transactions contemplated hereby, by this Agreementthe Successor General Partner, assuming the satisfaction of the condition precedent in Section 6.1(i) except for where failure to make such filingsfiling, permitsor obtain such permit, authorizationsauthorization, consents consent, registration, notice, approval or approvals the failure of which to be made or obtained other action would not (i) individually or result in the aggregate have a Laser Material Adverse Effect on the Business or (ii) delay in any material respect or prevent the consummation of any of the transactions contemplated by this AgreementAssets. Neither the execution and delivery of this Agreement by Laser or Merger Sub the Successor General Partner nor the consummation by Laser or Merger Sub the Successor General Partner of the transactions contemplated hereby, by this Agreement nor compliance by Laser the Successor General Partner with any of the provisions hereof, hereof will (ai) conflict with or result in any breach of any provisions provision of the certificate operating agreement of incorporation or by-laws of Laser or Merger Sub; the Successor General Partner, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material (as defined for purposes of Form 10-K) Contract pursuant to which Laser, Merger Sub or any of their subsidiaries the Successor General Partner is a party or by which any of them the Successor General Partner or any of their properties or its assets may be bound; bound or (ciii) violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to Laserthe Successor General Partner, Merger Sub, any of their subsidiaries or any of their properties or assets, except, except in the case of clauses clause (bii) and or (c), iii) for violations, breaches or defaults which would not have a Material Adverse Effect on the Successor General Partner or would not, individually or in the aggregate have a Laser Material Adverse Effectaggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement.