Exhibit 2.1

Execution Version

TRANSACTION agreement and plan of merger

by and among

OEP SECONDARY FUND (STRIKE), LLC,

ONE EQUITY PARTNERS SECONDARY FUND, L.P.,

strike capital, llc,

the members of strike capital, llc,

OEP-Strike Seller Representative, LLC,

SES Blocker merger sub, llc

and

SENTINEL ENERGY SERVICES INC.

Dated as of October 18, 2018

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TRANSACTION agreement and plan of merger

This TRANSACTION AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 18, 2018 (the “Effective Date”), is by and among OEP Secondary Fund (Strike), LLC, a Delaware limited liability company (the “Blocker”), One Equity Partners Secondary Fund, L.P., a Cayman Islands exempted limited partnership (the “Blocker Seller”), Strike Capital, LLC, a Texas limited liability company (the “Company”), all of the other equityholders of the Company signatories to this Agreement (collectively, the “Unit Sellers” and together with the Blocker Seller, the “Sellers”), OEP-Strike Seller Representative, LLC, a Delaware limited liability company (the “Sellers Representative”), SES Blocker Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Buyer (the “Blocker Merger Sub”), and Sentinel Energy Services Inc., a Cayman Islands exempted company (the “Buyer”). Each of the Buyer, the Blocker Merger Sub, the Blocker, the Company, the Sellers and the Sellers Representative may be referred to herein individually as a “Party” and collectively as the “Parties.” Unless the context otherwise requires, terms used in this Agreement that are capitalized and not otherwise defined in context have the meanings set forth or cross-referenced in Article I.

recitals

A. As of the Effective Date, (1) the Blocker Seller is the record and beneficial owner of all of the membership interests of the Blocker (the “Blocker Interests”), and (2) the Unit Sellers are the record and beneficial owner of all remaining equity interests of the Company (such equity interests, the “Company Interests”).

B. Prior to the Closing, (1) the Buyer will domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law and Sections 206 to 209 of the Cayman Islands Companies Law (2018 Revision) (the “Domestication”), and (2) in connection with such Domestication, (a) the Buyer Initial Certificate of Incorporation in the form attached hereto as Exhibit A-1 will be adopted, which Buyer Initial Certificate of Incorporation will be amended and restated as of the Closing by the duly adopted Buyer A&R Certificate of Incorporation in the form attached hereto as Exhibit A-2, and (b) the Buyer Bylaws in the form attached hereto as Exhibit B will be adopted by the Buyer Board.

C. Prior to the Closing, the Sellers shall amend and restate the Company’s Regulations in the form attached hereto as Exhibit C (the “Company A&R Regulations”) to, among other things, (1) revise the capitalization of the Company to provide for a single class of equity interests (such equity interests, the “Company Units”), and (2) convert the Company Interests held by the Unit Sellers and the Blocker into Company Units.

D. Upon the terms and subject to the conditions set forth herein, (1) the Buyer, the Blocker Seller, the Blocker Merger Sub and the Blocker wish to effect a merger (the “First Blocker Merger”) of Blocker Merger Sub with and into the Blocker in accordance with the Delaware Limited Liability Company Act (the “DLLCA”) and the Blocker Operating Agreement, with the Blocker being the surviving limited liability company of the First Blocker Merger, (2) immediately after the First Blocker Merger, the Buyer and the Blocker wish to effect a merger (the “Second Blocker Merger”) of Blocker with and into the Buyer in accordance with the DLLCA and the Delaware General Corporation Law (the “DGCL”), with the Buyer being the surviving corporation of the Second Blocker Merger, (3) the Buyer wishes to pay and acquire for cash the Acquired Company Units not held by the Blocker, and the Unit Sellers wish to sell to the Buyer such Acquired Company Units in exchange for such cash payment, (4) the Buyer wishes to issue shares of Buyer Class B Common Stock to the Continuing Members, with one share of Buyer Class B Common Stock being issued for each Retained Company Unit, (5) the Buyer wishes to contribute, and the Company wishes to accept, all remaining cash held by the Buyer at the time of Closing, and (6) the Buyer wishes to sell to Strike, LLC, a Texas limited liability company and a Company Subsidiary (“Strike”), all of the outstanding equity interests of Pipelogic Services, L.L.C. in exchange for Company Units at the Closing, in each case, pursuant to the terms and conditions of the Invacor Agreement.

E. The board of directors (or the equivalent governing body) of the Buyer, the Blocker Merger Sub, the Blocker and the Blocker Seller have each approved the First Blocker Merger and deemed it advisable and in the best interests of their respective stockholders and equityholders and have directed that this Agreement be submitted to their respective equityholders for adoption.

F. The Parties intend for the First Blocker Merger and the Second Blocker Merger, taken together as an integrated transaction, to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and for this Agreement to qualify as, and hereby adopt this Agreement as, a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g).

G. Simultaneously with the Closing, the Continuing Members and the Buyer shall enter into an Exchange Agreement (the “Exchange Agreement”) in the form attached hereto as Exhibit D, pursuant to which the Continuing Members will be entitled to exchange their respective Retained Company Units for, at the option of the Buyer, the number of shares of Buyer Class A Common Stock specified in the Exchange Agreement or the cash equivalent of such shares of Buyer Class A Common Stock, on the terms and subject to the conditions set forth therein.

H. Simultaneously with the Closing, (1) the Continuing Members and the Buyer will enter into a Tax Receivable Agreement (the “Tax Receivable Agreement”) in the form attached hereto as Exhibit E, (2) the Blocker Seller, the Continuing Members, the Sellers Representative and the Buyer will enter into the Investor Rights Agreement (the “Investor Rights Agreement”) in the form attached hereto as Exhibit F, (3) the Blocker Seller, the Continuing Members and the Buyer will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) in the form attached hereto as Exhibit G, and (4) the Blocker Seller, the Continuing Members and the Buyer will enter into a Lock-Up Agreement (the “Lock-Up Agreement”) in the form attached hereto as Exhibit H.

I. Concurrently with the execution of this Agreement, the Buyer and Sentinel Management Holdings, LLC (the “Sponsor”) have delivered to the Sellers two Subscription Agreements (the “Subscription Agreements”), dated as of the Effective Date, pursuant to which, among other things, the subscribers named therein have agreed to subscribe for, and purchase from the Buyer, an aggregate of 13,200,000 newly issued shares of Buyer Class A Common Stock concurrently with the consummation of the Transaction.

J. Concurrently with the execution of this Agreement, the Buyer, Sponsor and other parties to the letter agreement, dated November 2, 2017, amended such letter agreement pursuant to that certain Voting and Support Agreement (such letter agreement, as amended by the Voting and Support Agreement, the “Amended Founder Letter Agreement”), pursuant to which (1) the Sponsor and other holders of Buyer Capital Stock signatory thereto have agreed to vote their shares of Buyer Capital Stock in favor of the Domestication, the Buyer Stockholder Approval and all of the other matters contemplated to be included in the Proxy Statement and (2) the Sponsor shall have irrevocably waived any right to have any additional warrants for any equity securities of the Buyer or any of its Subsidiaries issued to it, whether in connection with the repayment of any loans to the Buyer or otherwise.

K. As a condition to the consummation of the Transactions, the Buyer shall provide an opportunity to its stockholders to have their Offering Shares redeemed for the consideration, and on the terms and subject to the conditions and limitations, set forth in this Agreement and the applicable Buyer Governing Documents in conjunction with, inter alia, obtaining approval from the stockholders of the Buyer for the Transactions (collectively with the other transactions, authorization and approvals set forth in the Proxy Statement, the “Offer”).

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and subject to the terms and conditions set forth herein, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I
Definitions

For purposes of this Agreement:

“Accounting Firm” means PricewaterhouseCoopers LLP, or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed upon by the Sellers Representative and the Buyer Representative in writing.

“Accounting Methodology” means GAAP, applied on a basis consistent with the policies, procedures, practices, judgments and methodologies used in preparing the Audited Financial Statements, as modified by the principles set forth in Exhibit I. Exhibit I also contains a sample calculation of Net Working Capital for illustrative purposes only.

“Acquired Company Units” means a number of Company Units equal to the number of shares of Buyer Class A Common Stock outstanding as of the Closing, after giving effect to the Transactions.

“Action” means any judicial, administrative, investigative or arbitral action, suit, proceeding, investigation, audit, cause of action, examination, demand, hearing, claim, complaint, inquiry or dispute by or before any Governmental Authority.

“Additional Buyer SEC Reports” has the meaning set forth in Section 6.7(a).

“Adjustment Amount” means (a)(i) if the Net Working Capital exceeds the Collar Maximum, the amount by which Net Working Capital exceeds the Collar Maximum (which may be a negative number), or (ii) if the Net Working Capital is less than the Collar Minimum, the amount by which Net Working Capital is less than the Collar Minimum, plus (b) Cash as of 12:01 a.m. Central Time on the Closing Date minus (c) the aggregate amount of the Company Debt outstanding as of 12:01 a.m. Central Time on the Closing Date, minus (d) the portion of any unpaid Company Transaction Expenses (provided that for purposes of calculating the Adjustment Amount, any Company Transaction Expenses to be accrued as a current liability as of the Closing in accordance with the definition of Net Working Capital shall not be included pursuant to this clause (d) nor, for the avoidance of doubt, shall such Company Transaction Expenses be included in the calculation of Net Working Capital for purposes of this Adjustment Amount), plus (e) to the extent any Company Transaction Expenses have been paid prior to the Closing and less than $10,000,000 of unpaid Company Transaction Expenses have been included as liabilities in the Net Working Capital, then an amount equal to the lesser of the amount of such paid Company Transaction Expenses and the excess between $10,000,000 and the amount of Company Transaction Expenses included as liabilities in the Net Working Capital.

“Administrative Agent” means Bank of America, N.A., as the Administrative Agent under the Credit Facility.

“Affiliate” means, with respect to any Person, any Person that directly or indirectly controls, is controlled by or is under common control with such Person. For purposes of this definition, “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”) as applied to any Person means the power to direct or cause the direction of the management and policies of such Person whether by ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Allocation Schedule” has the meaning set forth in Section 2.6(b).

“Amended Founder Letter Agreement” has the meaning set forth in the recitals.

“Ancillary Agreement” means each agreement, document, instrument or certificate contemplated by this Agreement to be executed by the Buyer, the Company or any of the Sellers in connection with the consummation of the Transactions, including the Subscription Agreements, the Amended Founder Letter Agreement, the Exchange Agreement, the Tax Receivable Agreement, the Restrictive Covenant Agreements, the Investor Rights Agreement, the Registration Rights Agreement, Lock-Up Agreements and the documents entered in connection therewith, in each case only as applicable to the relevant party or parties to such Ancillary Agreement, as indicated by the context in which such term is used.

“Audited Financial Statements” has the meaning set forth in Section 4.5(a).

“Balance Sheet Date” has the meaning set forth in Section 4.5(a).

“Base Purchase Price” means $750,000,000.

“Blocker” has the meaning set forth in the preamble.

“Blocker Cash Payment” means an amount in cash equal to (a) the Cash Purchase Price multiplied by (b) the number of Company Units held by the Blocker as of immediately prior to the Closing divided by the number of Company Units outstanding as of immediately prior to the Closing multiplied by (c) the percentage of Company Units held by the Blocker to be acquired for cash in accordance with Schedule 2.2(a).

“Blocker Company Interests” has the meaning set forth in the recitals.

“Blocker Income Returns” has the meaning set forth in Section 10.2.

“Blocker Interests” has the meaning set forth in the recitals.

“Blocker Merger Sub” has the meaning set forth in the preamble.

“Blocker Operating Agreement” means the Amended and Restated Limited Liability Company Agreement of the Blocker, dated as of January 9, 2015, entered into by the Blocker Seller.

“Blocker Seller” has the meaning set forth in the preamble.

“Blocker Seller Tax Adjustment Amount” has the meaning set forth in Section 2.3(g).

“Blocker Seller Tax Adjustment Shares” has the meaning set forth in Section 2.3(g).

“Blocker Stock Payment” means a number of shares equal to (a)(i) the Estimated Purchase Price multiplied by (ii) the number of Company Units held by the Blocker as of immediately prior to the Closing divided by the number of Company Units outstanding as of immediately prior to the Closing, less (iii) the Blocker Cash Payment, multiplied by (b) $10.00.

“Business Day” means any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed.

“Buyer” has the meaning set forth in the preamble.

“Buyer Acquisition Transaction” has the meaning set forth in Section 7.12(b).

“Buyer A&R Certificate of Incorporation” means the Amended and Restated Certificate of Incorporation of the Buyer in the form attached hereto as Exhibit A-2.

“Buyer Balance Sheet” has the meaning set forth in Section 6.7(c).

“Buyer Board” means the Board of Directors of the Buyer.

“Buyer Bylaws” means the Bylaws of the Buyer in the form attached hereto as Exhibit B.

“Buyer Capital Stock” means (a) as of the Effective Date, the Buyer Class A Shares and the Buyer Class B Shares, (b) following the Domestication, the Buyer Class A Common Stock and the Buyer Initial Class B Common Stock, and (c) as of the Closing, the Buyer Class A Common Stock and the Buyer Class B Common Stock.

“Buyer Class A Common Stock” means the Class A common stock of the Buyer, par value $0.0001 per share, to be authorized pursuant to the Buyer Initial Certificate of Incorporation and the Buyer A&R Certificate of Incorporation.

“Buyer Class B Common Stock” means the Class B common stock of the Buyer, par value $0.0001 per share, to be authorized pursuant to the Buyer A&R Certificate of Incorporation, which Buyer Class B Common Stock will represent a voting, non-economic, ownership interest in the Buyer.

“Buyer Class A Shares” means the Class A ordinary shares of the Buyer, par value $0.0001 per share.

“Buyer Class B Shares” means the Class B ordinary shares of the Buyer, par value $0.0001 per share.

“Buyer Closing Cash” means an amount equal to (a) the Final Buyer Trust Amount, plus (b) the proceeds received by the Buyer pursuant to the Equity Financing, minus (c) unpaid Buyer Transaction Expenses, minus (d) the Buyer Working Capital Holdback.

“Buyer Governing Documents” has the meaning set forth in Section 7.14(a).

“Buyer Initial Certificate of Incorporation” means the Certificate of Incorporation of the Buyer in the form attached hereto as Exhibit A-1.

“Buyer Initial Class B Common Stock” means the Class B common stock of the Buyer, par value $0.0001 per share, to be authorized pursuant to the Buyer Initial Certificate of Incorporation.

“Buyer Parties” has the meaning set forth in Section 11.4(a).

“Buyer Plan” has the meaning set forth in Section 7.11(b).

“Buyer Released Claims” has the meaning set forth in Section 11.17(a).

“Buyer Representative” means the directors of the Buyer Board as of immediately following the Closing (other than any directors nominated or designated pursuant to the Investor Rights Agreement). Any action of the Buyer Representative shall require the approval of a majority of such directors.

“Buyer SEC Reports” has the meaning set forth in Section 6.7(a).

“Buyer Stockholder Approval” means the affirmative vote of a majority of the votes cast by the Buyer stockholders present in person or represented by proxy at a special meeting of the Buyer’s stockholders held to consider and approve this Agreement, including the issuance of shares of Buyer Class A Common Stock pursuant to the Exchange Agreement.

“Buyer Tax Losses” has the meaning set forth in Section 10.1.

“Buyer Transaction Expenses” means all out-of-pocket (a) fees and expenses incurred or payable by the Buyer or the Blocker Merger Sub incident to the negotiation and preparation of this Agreement and the other Ancillary Agreements or otherwise in connection with the Transactions or in connection with the Buyer’s pursuit of a “business combination” as described in the Prospectus, and the performance and compliance with all agreements and conditions contained herein or therein to be performed or complied with, including the fees, expenses and disbursements of its counsel and accountants, due diligence expenses, advisory and consulting fees and any commitment or other fees or expenses required in connection with entry into the Subscription Agreements and the consummation of the transactions contemplated thereby, (b) fees and expense incurred or payable by the Sellers, the Company or the Company Subsidiaries incident to the negotiation and preparation of the Equity Financing or debt financing and the performance and compliance with all agreements and conditions contained therein, (c) 50% of the fees and expenses incident to obtaining the D&O Tail, (d) fees and expenses incident to the Domestication, (e) 50% of all Transfer Taxes, (f) filing fees incurred in connection with the filing required to be made under the HSR Act and (g) all fees and expenses incurred by the Buyer in connection with the Invacor Transaction.

“Buyer Trust” means that certain trust account of the Buyer with Continental Stock Transfer & Trust Company, acting as trustee, established under the Buyer Trust Agreement.

“Buyer Trust Agreement” means that certain Investment Management Trust Agreement, dated as of November 2, 2017, by and between the Buyer and Continental Stock Transfer & Trust Company.

“Buyer Trust Amount” means, as the date of determination, the aggregate amount of funds held in the Buyer Trust (including any amounts contributed to the Buyer Trust in connection with the underwriter’s over-allotment option (as described in the Prospectus)).

“Cash” means all cash and cash equivalents of the Company and the Company Subsidiaries on a consolidated basis, including marketable securities, cash in bank or other accounts and all checks and drafts deposited for the account of the Company or the Company Subsidiaries, minus the aggregate amount of uncleared checks, drafts and wires but only to the extent that the applicable account payable has been appropriately reduced, in each case determined in accordance with GAAP. Cash shall be calculated as of 12:01 a.m. Central Time on the Closing Date.

“Cash Purchase Price” means the positive amount equal to (a) the Estimated Purchase Price minus (b) (i) the aggregate amount of Retained Company Units multiplied by (ii) $10.00.

“Closing” has the meaning set forth in Section 2.7.

“Closing Date” has the meaning set forth in Section 2.7.

“Closing Statement” has the meaning set forth in Section 2.3(d).

“Code” means the Internal Revenue Code of 1986.

“Collar Maximum” means the Target Net Working Capital plus $5,000,000.

“Collar Minimum” means the Target Net Working Capital minus $5,000,000.

“Commercial Tax Agreement” means customary commercial agreements not primarily related to Taxes that contain agreements or arrangements relating to the apportionment, sharing, assignment or allocation of Taxes (such as financing agreements with Tax gross-up obligations or leases with Tax escalation provisions).

“Company” has the meaning set forth in the preamble.

“Company A&R Regulations” has the meaning set forth in the recitals.

“Company Debt” means, without duplication, with respect to the Company and the Company Subsidiaries: (a) the outstanding principal, accrued and unpaid interest and other payment obligations (including any premiums, penalties, termination fees, expenses or breakage costs due upon prepayment of or payment in connection with this Agreement or the consummation of the Transactions) in respect of (i) borrowed money, or with respect to advances of any kind under a credit facility or other debt instrument (including the Credit Facility), and (ii) bonds, debentures, notes or other similar debt securities; (b) the amount drawn under performance bonds or letters of credit issued for the benefit of the Company or the Company Subsidiaries; (c) all obligations for the deferred purchase price of property or services or the acquisition of a business or portion thereof, whether contingent or otherwise, including any “earn out” or similar payments or obligations (other than trade payables); (d) any lease obligation required to be classified as a capitalized lease obligation under GAAP; (e) all obligations created or arising under any conditional sale or other title retention agreement with respect to acquired property; (f) all obligations with respect to swaps, collars, hedges and other derivative instruments or agreements; (g) all indebtedness secured by a purchase money mortgage or other Lien to secure all or part of the purchase price of the property subject to such mortgage or Lien; and (h) guarantees of the liabilities described in clauses (a) through (g) above of any other Person; except that “Company Debt” will not include (i) any liabilities or obligations owed among the Company or the Company Subsidiaries to one another, (ii) any indebtedness incurred by the Buyer or its Affiliates (and subsequently assumed by the Company or the Company Subsidiaries) on or after the Closing, (iii) any amount reflected in the calculation of the Company Transaction Expenses or Net Working Capital, or (iv) the Delta Distribution.

“Company Income Returns” has the meaning set forth in Section 10.2.

“Company Intellectual Property” has the meaning set forth in Section 4.10(a).

“Company Interests” has the meaning set forth in the recitals.

“Company Marks” has the meaning set forth in Section 7.24.

“Company Owned Software” has the meaning set forth in Section 4.10(d).

“Company Transaction Expenses” means all costs and expenses (including legal, accounting, investment banking, advisory and other fees and expenses) of the Blocker, the Company, the Company Subsidiaries, the Sellers or any of their respective Affiliates, in each case, to the extent the Company or any of the Company Subsidiaries is liable therefor and that is incurred prior to the Closing in connection with the Transactions, this Agreement, the Ancillary Agreements or otherwise in connection with the Sellers’ exploration of strategic alternatives, engagement in sales process or any other exit strategy undertaken by the Sellers, the Company or the Company Subsidiaries, including (a) the fees and disbursements of any of the Sellers’, the Blocker, the Company’s or the Company Subsidiaries’ independent accountants, non-audit financial services providers, legal counsel, investment bankers (including any fees payable to J.P. Morgan Securities LLC) or other advisors in connection with this Agreement, the Ancillary Agreements and the Transactions, (b) the fees and expenses incurred or payable by the Sellers, the Company or the Company Subsidiaries incident to the preparation and filing of the Proxy Statement and any ancillary documents related thereto, including all legal, accounting and other consulting fees, (c) any success bonus, sale bonus, severance, change of control, transaction, retention, termination or similar amounts that become due and payable to any employees of the Company or the Company Subsidiaries as a result of the consummation of the Transactions, together with the employer portion of all payroll and other employment Taxes thereon, (c) 50% of the fees and expenses incident to obtaining the D&O Tail, and (d) 50% of all Transfer Taxes. The calculation of Company Transaction Expenses will exclude all Phantom Payments and the Delta Distribution.

“Company Subsidiaries” has the meaning set forth in Section 4.1(b).

“Company Units” has the meaning set forth in the recitals.

“Company’s Knowledge” or words of similar import, when used in connection with any representation, warranty, covenant or agreement contained in this Agreement, means the actual knowledge (after reasonable inquiry), of the Knowledge Group.

“Company’s Regulations” means the Second Amended and Restated Regulations of the Company, dated as of December 31, 2016.

“Confidential Information” means any information (oral or written) concerning the Company, the Company Subsidiaries, the Buyer and each of their respective Affiliates, the businesses and affairs of the Company, the Company Subsidiaries, the Buyer and each of their respective Affiliates, including each of their assets, liabilities, financial statements, operations or activities, information relating to Trade Secrets, plans, promotion and pricing techniques, procurement and sales activities and procedures, business methods and strategies (including acquisition strategies), Software, software code, advertising, sales, marketing and other materials, customers and supplier lists, data processing reports, customer sales analyses, invoice, price lists or information, and information pertaining to any Action, but excluding (a) any information that is or becomes generally available to the public other than as a result of disclosure by the Sellers of such information in breach of their obligations under Section 7.13, (b) any information that is or becomes available to any of the Sellers on a non-confidential basis from a source (other than the Company or the Company Subsidiaries) that is not actually known to be bound by any confidentiality obligations, (c) any information that is developed by or on behalf of any of the Sellers without the benefit or use of information provided by the Company or the Company Subsidiaries, or (d) the existence or terms of this Agreement or any Ancillary Agreement.

“Confidentiality Agreement” has the meaning set forth in Section 7.3(b).

“Consent” means any consent, approval, order, authorization, license, franchise, waiver or permit of or by, or notice to, or filing or registration required to be obtained from, filed with or delivered to any Person in connection with the consummation of the Transactions.

“Continuing Members” means those Unit Sellers who will hold Retained Company Units and continue to be members of the Company immediately following the Closing, which Unit Sellers are designated as such in Schedule 2.2(a).

“Contracts” means all legally binding contracts, leases, licenses, indentures, notes, bonds, purchase orders, documents, arrangements, understandings, commitments or other instruments, whether written or oral, to which the Company or the Company Subsidiaries are bound.

“Controlled Group” means any trade or business (whether or not incorporated) (a) under common control within the meaning of Section 4001(b)(1) of ERISA with the Company or (b) which together with the Company is treated as a single employer under Section 414(t) of the Code.

“Copyrights” means all copyrights and mask works, whether in published or unpublished works, including: (a) literary works, and any other original works of authorship fixed in any tangible medium of expression; (b) databases, data collections and rights therein, Software, and website content; (c) rights to compilations, collective works and derivative works of any of the foregoing; and (d) registrations and applications for registration for any of the foregoing and any renewals or extensions thereof and moral rights associated therewith.

“Covered Employees” has the meaning set forth in Section 7.11(a).

“Credit Facility” means (a) the Term Loan and LC Loan and Security Agreement, dated as of November 30, 2016, among the Company, the Company Subsidiaries party thereto, the financial institutions party thereto from time to time as lenders and the Administrative Agent, and (b) the ABL Loan and Security Agreement, dated as of November 30, 2016, among the Company, the Company Subsidiaries party thereto, the financial institutions party thereto from time to time as lenders and the Administrative Agent, in each case as amended and supplemented.

“Delta Distribution” means the distributions payable to the holders of the Delta Units (as that term is defined in the Company’s Regulations), provided that pursuant to the terms of the Company A&R Regulations such distribution and all rights related thereunder will be exchanged for Company Units pursuant to the Delta Letter and Schedule 2.2(a).

“Delta Letter” means the certain letter agreement, dated as of the Effective Date, between the Company and Delta Directional, LLC.

“DGCL” has the meaning set forth in the recitals.

“Disclosure Letter” means (a) the disclosure schedules delivered by or on behalf of the Blocker, the Company and the Sellers to the Buyer prior to or concurrently with the execution and delivery of this Agreement and (b) the disclosure schedules delivered by or on behalf the Buyer and the Blocker Merger Sub to the Blocker, the Sellers and the Company prior to or concurrently with the execution and delivery of this Agreement.

“Disputed Matters” has the meaning set forth in Section 2.3(e).

“DLLCA” has the meaning set forth in the recitals.

“DOJ” means the United States Department of Justice.

“Domain Names” means Internet electronic addresses, uniform resource locators and alphanumeric designations associated therewith registered with or assigned by any domain name registrar, domain name registry or other domain name registration authority as part of an electronic address on the Internet and all applications for any of the foregoing.

“Domestication” has the meaning set forth in the recitals.

“D&O Tail” has the meaning set forth in Section 7.9(c).

“Effective Date” has the meaning set forth in the preamble.

“Employee Plans” has the meaning set forth in Section 4.17(a).

“Employee Representative” has the meaning set forth in Section 4.16(b).

“Environment” means soil, surface water, groundwater, sediments, and ambient air.

“Environmental Law” means any Law in effect on the Effective Date concerning protection of the Environment or worker health and safety, or the regulation of a Hazardous Material.

“Equity Financing” means the equity financing contemplated pursuant to the Subscription Agreements.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“Estimated Closing Statement” has the meaning set forth in Section 2.3(c).

“Estimated Purchase Price” means an amount equal to (a) the Base Purchase Price plus (b) the Adjustment Amount (if positive) as set forth in the Estimated Closing Statement, minus (c) the sum of (i) the Phantom Payments and (ii) the absolute value of the Adjustment Amount as set forth in the Estimated Closing Statement (if negative).

“Exchange Act” means The Securities Exchange Act of 1934.

“Exchange Agreement” has the meaning set forth in the recitals.

“Federal Securities Laws” has the meaning set forth in Section 7.14(c).

“Final Buyer Trust Amount” has the meaning set forth in Section 2.3(a).

“Financial Statements” has the meaning set forth in Section 4.5(a).

“Financing Sources” means the entities that have committed to provide (a) the Equity Financing or (b) arrange or otherwise entered into agreements in connection with all or any part of the debt financings in connection with the Transactions, including the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or relating thereto.

“First Blocker Merger” has the meaning set forth in the recitals.

“First Blocker Merger Effective Time” has the meaning set forth in in Section 2.1(a)(ii).

“Flow-Thru Entity” means (a) any entity, plan or arrangement that is treated for income Tax purposes as a partnership, (b) a “controlled foreign corporation” within the meaning of Code Section 957, or (c) a “passive foreign investment corporation” within the meaning of Code Section 1297.

“FLSA” has the meaning set forth in Section 4.16(a).

“GAAP” means United States generally accepted accounting principles, consistently applied, as in effect from time to time; provided, that for purposes of clause (d) of the definition of Company Debt, GAAP means United States generally accepted accounting principles, consistently applied, as in effect as of the Effective Date.

“General Enforceability Exceptions” has the meaning set forth in Section 3.1.

“Governmental Authority” means any federal, national, supranational, foreign, state, provincial, local, county, municipal or other government, any governmental, regulatory or administrative authority, agency, department, bureau, board, or any court, tribunal, judicial or arbitral body, or any non-governmental agency, tribunal or entity that is vested by a governmental agency with applicable jurisdiction, including any securities exchange.

“Hazardous Material” means any material that is listed, defined or regulated as a “hazardous substance”, “hazardous waste”, “toxic substance” or any other term of similar import under any Environmental Law, including petroleum, and any byproduct or derivative thereof, friable asbestos and polychlorinated biphenyls.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Indemnified Taxes” means, without duplication, any of the following Taxes for any Pre-Closing Tax Period, or portion of any Straddle Period ending on the Closing Date (whether imposed, assessed, due or otherwise payable directly, as a successor or transferee with respect to a transaction or event occurring prior to the Closing, severally pursuant to Treasury Regulations Section 1.1502-6 (or any analogous provision of state, local or non-U.S. Law) with respect to a consolidated, affiliated, combined, unitary or other similar Tax group of which the Blocker, the Company or any Company Subsidiary was a member prior to the Closing, or pursuant to a Tax agreement entered (or assumed) by the Blocker, the Company or any Company Subsidiary prior to the Closing (other than any commercial contract, agreement or arrangement not primarily related to Taxes):

(a) all income Taxes of any Unit Seller (the “Indemnified Seller Taxes”);

(b) all income Taxes of the Blocker (the “Indemnified Blocker Taxes”);

(c) 50% of the Transfer Taxes; and

(d) all income Taxes of the Company and the Company Subsidiaries (the “Indemnified Company Taxes”).

Indemnified Taxes shall exclude Taxes to the extent actually included as a liability in the computation of the Net Working Capital (as finally determined), Company Debt or Company Transaction Expenses.

“Indemnitees” has the meaning set forth in Section 7.9(a).

“Insurance Policies” has the meaning set forth in Section 4.12.

“Intellectual Property” means Copyrights, Domain Names, Patents, Trademarks and Trade Secrets, including the right to sue for past, present and future infringement, misappropriation or other violation thereof.

“Intended Tax Treatment” has the meaning set forth in Section 2.6(a).

“Interim Financial Statements” has the meaning set forth in Section 4.5(a).

“Invacor Agreement” means the Purchase and Contribution Agreement, dated as of the Effective Date, among Invacor Pipeline and Process Solutions, LLC, the Buyer and the Company.

“Invacor Transaction” means (a) the transfer of all of the outstanding equity interests of Pipelogic Services, L.L.C. from Invacor Pipeline and Process Solutions, LLC to the Buyer in exchange for shares of Class A Common Stock and (b) the subsequent contribution of such equity interests to the Company (for subsequent contribution to Strike, LLC), in each case pursuant to the Invacor Agreement.

“Investor Rights Agreement” has the meaning set forth in the recitals.

“IRS” means the Internal Revenue Service.

“IT Assets” means Software, systems, servers, computers, hardware, firmware, middleware, networks, data communications lines, routers, hubs, switches and all other information technology equipment, and all associated documentation, in each case, used or held for use in the operation of the businesses of the Company and the Company Subsidiaries.

“Knowledge Group” means Steve Pate, Aaron Cole Pate, Robert Jessen, Frank Victor-McCawley and Rhonda Sigman.

“Law” means any law, statute, code, ordinance, regulation, rule or Order of any Governmental Authority.

“Leased Real Property” has the meaning set forth in Section 4.8.

“Liens” means any mortgage, servitude, easement, right of way, equitable interest, license, leasehold or other possessory interest, option, preference, priority, right of first refusal, deed of trust, pledge, hypothecation, encumbrance or security interest.

“Lock-Up Agreement” has the meaning set forth in the recitals.

“Management Incentive Plan” has the meaning set forth in Section 7.14(c).

“Material Adverse Effect” means any effect, change, development, circumstance, occurrence or event that with all other effects, changes, developments, circumstances, occurrences or events has had a material adverse effect on the business, properties, assets, liabilities, results of operations or condition (financial or otherwise but not prospects) of the Company and the Company Subsidiaries, taken as a whole, or the Blocker, as applicable; except that “Material Adverse Effect” will not include any change, occurrence or event, directly or indirectly, arising out of or attributable to (a) general business or economic conditions, market events, occurrences, developments or circumstances affecting the industries in which the Company or the Company Subsidiaries conduct their respective businesses, (b) conditions generally affecting the industries in which the Company, the Company Subsidiaries or the Blocker conduct their businesses, (c) the announcement or performance of, or the public or industry knowledge of, this Agreement or the Transactions, including the impact thereof on relationships with customers, suppliers or employees (d) changes in the U.S. or global financial, banking or securities markets generally, including changes in currency exchange rates or interest rates, (e) changes in applicable Laws or accounting rules (including GAAP), (f) acts or omissions of the Seller or any of the Company or the Company Subsidiaries expressly contemplated to be taken pursuant to this Agreement or at the written request of the Buyer, (g) natural disasters, acts of terrorism or war (whether or not declared), or (h) the failure, in and of itself, of the financial or operating performance of the Company, the Company Subsidiaries or the Blocker to meet projections, forecasts or budgets for any period; provided, however, that with respect to each of clauses (a), (d), (e) and (g), any effect, change, development, circumstance, occurrence or event referred to above shall be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such effect, change, development, circumstance, occurrence or event has a disproportionate effect on the Company and the Company Subsidiaries compared to other participants in the industries in which the Company and the Company Subsidiaries primarily conduct their businesses (in which case only such disproportionate effect may be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur).

“Material Contracts” has the meaning set forth in Section 4.11(a).

“Material Customers” has the meaning set forth in Section 4.19(a).

“Material Suppliers” has the meaning set forth in Section 4.19(b).

“Minimum Cash Amount” means an amount sufficient to pay the Cash Purchase Price, repay any Company Debt to the extent that such Company Debt is required to be repaid pursuant to its terms as a result of consummation of the Transactions and make all other payments required to be made pursuant to Section 2.2.

“Net Working Capital” means, for the Company and the Company Subsidiaries on a consolidated basis, an amount equal to the value of (a) the current assets minus the value of (b) the current liabilities of and, in each case, as determined in accordance with the Accounting Methodology. The calculation of Net Working Capital will exclude all income Tax assets, income Tax liabilities, retainage and amounts reflected in Cash or Company Debt. The Parties acknowledge that the current liabilities of the Company as of the Closing will include up to $10,000,000 of accrued (as determined in accordance with GAAP) Company Transaction Expenses, which such amount of Company Transaction Expenses will not be included in any respect for purposes of determining the Adjustment Amount, including as a Company Transaction Expense or as a current liability for purposes of Net Working Capital.

“Notice of Disagreement” has the meaning set forth in Section 2.3(e).

“Non-Trust Expense Account” means funds held by the Buyer for payment of expenses in an account outside of the Buyer Trust.

“Offer” has the meaning set forth in the recitals.

“Offering Shares” has the meaning set forth in Section 7.14(a).

“Operating Company” means Strike, LLC, a Texas limited liability company and a wholly-owned Subsidiary of the Company.

“Order” means any order, judgment, ruling, injunction, assessment, award, decree or writ of any Governmental Authority.

“Ordinary Course of Business” means any action taken by the Company or the Company Subsidiaries that is consistent in nature, scope and magnitude with the past practices of the Company and the Company Subsidiaries in the operation of their respective businesses.

“Organizational Documents” means, with respect to a Person that is not an individual, its articles of incorporation, certificate of incorporation, certificate of formation, bylaws, memorandum and/or articles of incorporation, operating agreement, certificate of limited partnership, partnership agreement and/or similar documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organization of such Person, including any amendments thereto.

“Party” and “Parties” have the meanings set forth in the preamble.

“Patents” means all patents, industrial and utility models, industrial designs, petty patents, patents of importation, patents of addition, certificates of invention and any other indicia of invention ownership issued or granted by any Governmental Authority, including all provisional applications, priority and other applications, divisionals, continuations (in whole or in part), extensions, reissues, re-examinations or equivalents, counterparts, renewals or extensions of any of the foregoing.

“Payoff Letters” means the letters provided by the lenders or other holders of the Company Debt in connection with the repayment of the Company Debt as contemplated by this Agreement, in form and substance reasonably satisfactory to the Buyer.

“Permits” means any license, permit, authorization, certificate of authority, qualification or similar document or authority that has been issued or granted by any Governmental Authority.

“Permitted Liens” means: (a) Liens arising under or related to the Company Debt (other than Liens that are related to the Company Debt that is to be repaid in accordance with Estimated Closing Statement); (b) Liens for Taxes, assessments, reassessments and other charges of Governmental Authorities not yet due and payable or not yet delinquent or being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP on the books of the Company or the applicable Company Subsidiaries; (c) mechanics’, workmens’, repairmen’s, warehousemen’s, carriers’ or other like Liens arising or incurred in the Ordinary Course of Business or by operation of Law if the underlying obligations are not delinquent; (d)  with respect to the Leased Real Property that are: (i) conditions that are disclosed on a current, accurate survey; (ii) easements, encroachments, restrictions, rights-of-way and any other non-monetary title defects reflected in the public records; and (iii) zoning, building and other similar restrictions; provided, however, that none of the foregoing described in this clause (d) materially impair, and would not reasonably be expected to materially impair, the continued use and operation of the Leased Real Property to which they relate in the conduct of the business of the Company or the Company Subsidiaries as currently conducted; (e) Liens that relate to the transferability of securities under any applicable securities Laws; (f) Liens securing rental payments under capitalized leases with third parties and arising in the Ordinary Course of Business; (h) as to any Leased Real Property, Liens created by the fee owner thereof; (g) Liens granted to any lender at the Closing in connection with any new financing by the Buyer or its Affiliates of the Transactions; (h) with respect to Company Intellectual Property, non-exclusive licenses granted to customers in the Ordinary Course of Business; and (i) Liens set forth in Schedule 1.1(a).

“Person” means any individual, sole proprietorship, partnership, corporation, limited liability company, joint venture, unincorporated society or association, trust or other legal entity or Governmental Authority.

“Phantom Bonus Payments” means the bonuses to be paid in connection with the Transaction as set forth in Schedule 1.1(b).

“Phantom Payments” means the Phantom Bonus Payments and the Phantom Unit Payments.

“Phantom Unit Agreement” means the Phantom Unit Award Agreement between each holder of Phantom Units and the Company.

“Phantom Unit Payments” means the amounts payable to holders of Phantom Units in connection with the Closing, in accordance with the terms of the Phantom Unit Plan and each such holder’s Phantom Unit Agreement, including the employer portion of any employment, payroll, social security, unemployment or other similar Taxes payable in connection with such payments that remain unpaid by the Company as of the Closing.

“Phantom Unit Plan” means the Phantom Unit Plan adopted by the Board of Directors of the Company as of August 30, 2013.

“Phantom Units” means the securities having the rights and subject to the terms and conditions as set forth in the Phantom Unit Plan and the Phantom Unit Agreements.

“Pre-Closing Reorganization” has the meaning set forth in Section 2.5.

“Pre-Closing Tax Matter” has the meaning set forth in Section 10.5(a).

“Pre-Closing Tax Periods” means all Tax periods ending on or before the Closing Date.

“Privileged Communications” has the meaning set forth in Section 11.22.

“Prospectus” means that certain final prospectus of the Buyer, filed September 22, 2017, prepared, filed and made available to the public in accordance with applicable Federal Securities Law.

“Proxy Statement” has the meaning set forth in Section 7.14(a).

“Public Warrants” means the warrants outstanding as of the Effective Date to purchase Buyer Class A Shares at an issue price of $11.50 per share, which warrants will convert as of the Closing to warrants to purchase Buyer Class A Common Stock at an issue price of $11.50 per share.

“Publicly Available Software” means any Software that is distributed as free software or open source software (for example, Software distributed under the GNU General Public License, the GNU Lesser General Public License, the Affero General Public License, or the Apache Software License), or pursuant to open source, copyleft or similar licensing and distribution models, including any Software that requires as a condition of use, modification and/or distribution of such Software that such Software or other Software incorporated into, derived from or distributed with such Software (a) be disclosed or distributed in source code form, (b) be licensed for the purpose of making derivative works or (c) be redistributable at no or minimal charge.

“Purchase Price” means an amount equal to (a) the Base Purchase Price plus (b) the Adjustment Amount (if positive) as finally determined pursuant to Section 2.3, minus (c) the sum of (i) the Phantom Payments and (ii) the absolute value of the Adjustment Amount as finally determined pursuant to Section 2.3 (if negative).

“Real Property” means all of the Company’s and the Company Subsidiaries’ real (immovable) property and interests in real (immovable) property, real (immovable) property leaseholds and real (immovable) property subleaseholds, all buildings and other improvements thereon and other real (immovable) property interests currently used in the business or operations of the Company and the Company Subsidiaries.

“Real Property Leases” has the meaning set forth in Section 4.8.

“Registration Rights Agreement” has the meaning set forth in the recitals.

“Related Persons” has the meaning set forth in Section 4.22.

“Release” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposing or dumping of a Hazardous Material into the Environment.

“Representatives” means the officers, directors, managers, employees, equityholders, attorneys, accountants, financial advisors, representatives, consultants and agents of a Person.

“Restrictive Covenant Agreements” means the Restrictive Covenant Agreements, the form of which is attached as Exhibit J.

“Retained Company Units” means, with respect to any Continuing Member, the number of Company Units to be retained by the Continuing Members, which number shall equal (a) (i) the portion of the Estimated Purchase Price allocated to such Continuing Member in respect of the Delta Distribution and the Company Interests held by such Continuing Member that are designated as Units (as defined in the Company’s Regulations) on Schedule 2.2(a) multiplied by (ii) the percentage of such value to be “rolled” as set forth on Schedule 2.2(a), divided by (b) $10.00.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Blocker Merger” has the meaning set forth in the recitals.

“Second Blocker Merger Effective Time” has the meaning set forth in in Section 2.1(b)(ii).

“Securities Act” means the Securities Act of 1933.

“Seller Parties” has the meaning set forth in Section 11.4(a).

“Sellers” has the meaning set forth in the preamble.

“Sellers Representative” has the meaning set forth in the preamble.

“Sellers Released Claims” has the meaning set forth in Section 11.17(b).

“Sellers Tax Matter” has the meaning set forth in Section 10.5(a)

“Software” means all computer software and databases, including source code and object code, development tools, user interfaces, menus, buttons and icons and application programming interfaces; manuals, design notes, programmers’ notes, architecture, algorithms and other documentation and materials related thereto or associated therewith; any derivative works, foreign language versions, fixes, upgrades, updates, enhancements, new versions, previous versions, new releases and previous releases of any of the foregoing; and all media and other tangible property necessary for the delivery or transfer thereof.

“Sponsor” has the meaning set forth in the recitals.

“Sponsor Warrants” means the 5,933,333 warrants outstanding as of the Effective Date that are held by the Sponsor to purchase 5,933,333 shares of the Buyer Class A Shares at an issue price of $11.50 per share, which warrants will convert as of the Closing to 5,933,333 warrants to purchase 5,933,333 shares of the Buyer Class A Common Stock at an issue price of $11.50 per share.

“Stock Exchange” means the Nasdaq Capital Market or, if prior to the Closing the shares of Buyer Class A Common Stock are listed and traded on the New York Stock Exchange, the New York Stock Exchange.

“Straddle Period” means a Tax period that includes, but does not end on, the Closing Date.

“Strike” has the meaning set forth in the recitals.

“Subscription Agreements” has the meaning set forth in the recitals.

“Subsidiary” means, with respect to a Person, any other Person of which (a) a majority of the outstanding voting securities are owned, directly or indirectly, by such Person, or (b) such Person is entitled, directly or indirectly, to appoint a majority of the board of directors, board of managers or comparable governing body of such other Person.

“Surviving Company” has the meaning set forth in in Section 2.1(a)(i).

“Surviving Corporation” has the meaning set forth in in Section 2.1(b)(i).

“Target Net Working Capital” means $110,000,000.

“Tax” means any net income, alternative or add on minimum tax, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, similar governmental fee or other similar assessment or similar charge in the nature of a tax, together with any interest, penalties, additions to tax or additional amounts imposed by any Taxing Authority, in each case, whether disputed or not.

“Tax Indemnified Parties” has the meaning set forth in Section 10.1.

“Tax Matter” means any inquiries, assessments, proceedings or similar events with respect to Taxes of the Blocker, the Company or the Company Subsidiaries.

“Tax Receivable Agreement” has the meaning set forth in the recitals.

“Tax Returns” means all Tax returns, statements, reports and forms required to be filed with any Taxing Authority.

“Taxing Authority” means any Governmental Authority responsible for the administration or imposition of any Tax.

“Termination Date” has the meaning set forth in Section 9.1(b).

“Trade Secrets” means anything that would constitute a “trade secret” under applicable Law and other confidential and proprietary information, including confidential and proprietary inventions, invention disclosures, source code, algorithms, methods and processes.

“Trademarks” means all (a) trademarks, service marks, trade dress, fictional business names, trade names, commercial names, certification marks, collective marks and other proprietary rights to any words, names, slogans, symbols, logos, devices or combinations thereof used to identify, distinguish and indicate the source or origin of goods or services, (b) registrations, renewals, applications for registration, equivalents and counterparts and extensions of the foregoing and (c) the goodwill of the business associated with each of the foregoing.

“Transactions” means the transactions contemplated by this Agreement and the Ancillary Agreements, including (a) the sale and transfer of Acquired Company Units by the Unit Sellers to the Buyer, (b) the acquisition of Blocker Interests pursuant to the First Blocker Merger, (c) the issuance of shares of the Buyer Class B Common Stock to the Unit Sellers, (d) the Equity Financing and the issuance of shares of the Buyer Class A Common Stock pursuant thereto and (e) the Invacor Transaction.

“Transfer Taxes” has the meaning set forth in Section 10.7.

“Unit Sellers” has the meaning set forth in the preamble.

“VWAP” means the daily per share volume-weighted average price of Buyer Class A Common Stock on the principal United States securities exchange or automated or electronic quotation system on which Buyer Class A Common Stock trades, as displayed under the heading Bloomberg VWAP on the Bloomberg page designated for Buyer Class A Common Stock (or its equivalent successor if such page is not available) in respect of the period from the open of trading on such day until the close of trading on such day (or if such volume-weighted average price is unavailable, (a) the per share volume-weighted average price of a share of Buyer Class A Common Stock on such day (determined without regard to afterhours trading or any other trading outside the regular trading session or trading hours), or (b) if such determination is not feasible, the market price per share of Buyer Class A Common Stock, in either case as determined by a nationally recognized independent investment banking firm retained in good faith for this purpose by Holdings).

ARTICLE II
Blocker mergers; Purchase and sale

2.1 Blocker Mergers; Purchase and Sale of Acquired Company Units.

(a) First Blocker Merger.

(i) Upon the terms and subject to the conditions set forth in this Agreement, at the First Blocker Merger Effective Time, the Blocker Merger Sub shall be merged with and into the Blocker, whereupon the separate existence of the Blocker Merger Sub shall cease and the Blocker shall continue as the surviving limited liability company. The Blocker, as the surviving limited liability company in the First Blocker Merger, is hereinafter sometimes referred to as the “Surviving Company.”

(ii) Subject to the provisions of this Agreement, at the Closing, the Blocker shall file a certificate of merger with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DLLCA and shall make all other filings or recordings required under the DLLCA in connection with the First Blocker Merger. The First Blocker Merger shall become effective upon the filing of such certificate of merger (such time, the “First Blocker Merger Effective Time”).

(iii) At the First Blocker Merger Effective Time, the effect of the First Blocker Merger shall be as provided in this Agreement and the applicable provisions of DLLCA. Without limiting the generality of the foregoing, and subject thereto, from and after the First Blocker Effective Time, all of the assets, property, rights, privileges, powers and franchises of the Blocker and the Blocker Merger Sub shall vest in the Surviving Company, and all debts, liabilities and duties of the Blocker and the Blocker Merger Sub shall become the debts, liabilities and duties of the Surviving Company.

(iv) The certificate of formation of the Blocker Merger Sub in effect at the First Blocker Merger Effective Time shall be the certificate of formation of the Surviving Company until amended in accordance with applicable Law. The limited liability company agreement of the Blocker Merger Sub in effect at the First Blocker Merger Effective Time shall be the limited liability company agreement of the Surviving Company until amended in accordance with applicable Law. From and after the First Blocker Merger Effective Time until successors are duly elected or appointed in accordance with applicable Law, the managers and officers of the Blocker Merger Sub at the First Blocker Merger Effective Time shall be the managers and officers, as applicable, of the Surviving Company.

(v) On the terms and subject to the conditions of this Agreement, at the First Blocker Merger Effective Time, by virtue of the First Blocker Merger and without any action on the part of the Parties, the following shall occur: (A) the Blocker Interests held by the Blocker Seller shall be cancelled and extinguished and shall be converted into the right to receive (1) an amount in cash equal to the Blocker Cash Payment, which cash shall be paid to the Blocker Seller, by wire transfer of immediately available funds to the account or accounts designated in Schedule 2.2(a) (or as such accounts may be updated in writing by the Blocker Seller no later than two Business Days prior to the Closing) and (2) a number of shares of Buyer Class A Common Stock equal to the Blocker Stock Payment, free and clear of all Liens (other than Liens consisting of restrictions on transfer generally arising under applicable Federal Securities Laws or state securities Law); and (B) each unit or limited liability company interest of the Blocker Merger Sub issued and outstanding immediately prior to the First Blocker Merger Effective Time shall be converted into and exchanged for units or limited liability company interests of the Surviving Company.

(b) Second Blocker Merger.

(i) Upon the terms and subject to the conditions set forth in this Agreement, at the Second Blocker Merger Effective Time, the Surviving Company shall be merged with and into the Buyer, whereupon the separate existence of the Surviving Company shall cease and the Buyer shall continue as the surviving corporation. The Buyer, as the surviving corporation in the Second Blocker Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”

(ii) Subject to the provisions of this Agreement, immediately following the First Blocker Merger Effective Time, the Buyer shall file a certificate of merger with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DLLCA and DGCL and shall make all other filings or recordings required under the DLLCA and DGCL in connection with the Second Blocker Merger. The Second Blocker Merger shall become effective upon the filing of such certificate of merger (such time, the “Second Blocker Merger Effective Time”).

(iii) At the Second Blocker Merger Effective Time, the effect of the Second Blocker Merger shall be as provided in this Agreement and the applicable provisions of DLLCA and DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Second Blocker Effective Time, all of the assets, property, rights, privileges, powers and franchises of the Surviving Company and the Buyer shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Surviving Company and the Buyer shall become the debts, liabilities and duties of the Surviving Corporation.

(iv) The Buyer A&R Certificate of Incorporation and the Buyer Bylaws shall be the certificate of incorporation and bylaws, respectively, of the Surviving Corporation until amended in accordance with applicable Law. From and after the Second Blocker Merger Effective Time, until successors are duly elected or appointed in accordance with applicable Law, the directors and officers of the Buyer at the Second Blocker Merger Effective Time shall be the directors and officers, as applicable, of the Surviving Corporation.

(v) On the terms and subject to the conditions of this Agreement, at the Second Blocker Merger Effective Time, by virtue of the Second Blocker Merger and without any action on the part of the Parties or any of their equityholders, the following shall occur: (A) any shares of Buyer Capital Stock outstanding immediately prior to the Effective Time shall be converted into an equal number of shares of Buyer Capital Stock of the Surviving Corporation, with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of Buyer Capital Stock of the Surviving Corporation; and (B) all units or limited liability company interests in the Surviving Company shall be cancelled and extinguished and shall be converted for no consideration.

(c) Purchase and Sale of Acquired Company Units. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, (i) the Buyer agrees to pay and transfer to the Unit Sellers the consideration described in Section 2.2 and Section 2.4 in exchange for the Acquired Company Units held by such Unit Sellers free and clear of all Liens (other than Liens consisting of restrictions on transfer generally arising under applicable Federal Securities Laws or state securities Law), (ii) each Unit Seller agrees to sell, assign and transfer to the Buyer the Acquired Company Units held by such Unit Seller, free and clear of all Liens (other than Liens consisting of restrictions on transfer generally arising under applicable Federal Securities Laws or state securities Law) and (iii) the Buyer shall be admitted as the manager of the Company pursuant to the terms of the Company A&R Regulations.

2.2 Purchase Price and Closing Date Payments. Subject to the fulfillment or waiver (where permissible) of the conditions set forth in Article VIII, at the Closing and in consideration for the transfer of the Acquired Company Units, the Buyer shall:

(a) pay (or cause to be paid) to the Unit Sellers, by wire transfer of immediately available funds to the account or accounts designated in Schedule 2.2(a) (or as such accounts may be updated in writing by the applicable Unit Seller no later than two Business Days prior to the Closing), an aggregate amount in cash equal to the Cash Purchase Price less the Blocker Cash Payment, which amount shall be allocated among the Unit Sellers in accordance with Schedule 2.2(a);

(b) on behalf of the Sellers, the Blocker or the Company or any of its Subsidiaries, as applicable, pay, or cause to be paid, the unpaid Company Transaction Expenses, to the applicable recipients thereof, by wire transfer of immediately available funds in accordance with the instructions and amounts set forth in Estimated Closing Statement;

(c) on behalf of the Blocker, the Company and the Company Subsidiaries, as applicable, pay, or cause to be paid, the Company Debt designated on the Estimated Closing Statement as Company Debt to be repaid in connection with the Closing, to the applicable recipients thereof, by wire transfer of immediately available funds in accordance with the Payoff Letters delivered to the Buyer pursuant to Article VIII or as otherwise set forth in the Estimated Closing Statement;

(d) pay the Buyer Transaction Expenses, in the amounts and to the accounts set forth in the schedule delivered pursuant to Section 2.3(b), by wire transfer of immediately available funds, which Buyer Transaction Expenses shall first be paid from the Non-Trust Expense Account;

(e) (i) on behalf of the Company, cause an amount in cash equal to the Phantom Payments to be paid to the Company, which shall be further distributed (less applicable Taxes required to be withheld in respect of the Phantom Payments) by the Company to the individuals entitled to such Phantom Payments in the amounts set forth in the Estimated Closing Statement, as promptly thereafter as practicable but in no event later than three Business Days following the Closing Date or, with respect to the Phantom Unit Payment, as required by the applicable Phantom Unit Award Agreement, in each case through the payroll of the Company, and (ii) the Company shall to pay to the proper Taxing Authority the aggregate amount of Taxes required to be withheld by the Company with respect to the Phantom Payments; and

(f) contribute to the Company (i) an amount in cash equal to the amount by which the Buyer Closing Cash exceeds the Cash Purchase Price, if any, by wire transfer of immediately available funds and (ii) to the extent the Invacor Transaction has been consummated, the outstanding equity interests of Pipelogic Services, L.L.C.

2.3 Closing Statement and Purchase Price Calculation.

(a) No later than 6:00 pm local time in Houston, Texas on the date on which the Offer has concluded, the Buyer shall notify the Company in writing of the Buyer Trust Amount upon conclusion of the Offer, as may have been reduced by reasonable withdrawals of interest thereon to pay Taxes in connection therewith (the “Final Buyer Trust Amount”).

(b) At least five Business Days prior to the Closing, the Buyer shall deliver to the Company a written schedule setting forth the Buyer’s good faith estimate, together with reasonable supporting detail, of (i) the Buyer Transaction Expenses and (ii) the proceeds to be received by the Buyer pursuant to the Equity Financing.

(c) Following receipt of the Final Buyer Trust Amount and the estimates referenced in Section 2.3(b), and at least three Business Days prior to the Closing, the Company shall prepare and deliver to the Buyer a written schedule (the “Estimated Closing Statement”) setting forth the Company’s good faith estimate, together with reasonable supporting detail, of the (i) Estimated Purchase Price, (ii) the Adjustment Amount and the components thereof, including (A) the Net Working Capital, (B) the Cash, (C) the Company Debt and (D) the Company Transaction Expenses, (iii) the Phantom Bonus Payments and Phantom Unit Payments, (iv) the Cash Purchase Price, (v) the number of Acquired Company Units, Retained Company Units and Company Units and (vi) the number of shares of Buyer Class B Common Stock to be issued. The Buyer shall be entitled to review and make reasonable comments and revisions to the Estimated Closing Statement. The Company will reasonably cooperate with the Buyer in the review of the Estimated Closing Statement, including providing the Buyer and its Representatives with reasonable access to the relevant books, records and employees of the Company and the Company Subsidiaries in order for the Buyer to review the Estimated Closing Statement. The Company will consider in good faith the Buyer’s comments and revisions and will revise the Estimated Closing Statement to reflect any of the Buyer’s reasonable comments and revisions.

(d) On the later of (x) 90 days after the Closing Date and (y) 30 days after the audited financial statements for the fiscal year ended December 31, 2018 have been issued, the Buyer Representative shall prepare and deliver to the Sellers Representative a written schedule (the “Closing Statement”), setting forth, together with reasonable supporting detail, the Buyer’s calculation of the Purchase Price and the Adjustment Amount and the components thereof, including: (i) the Net Working Capital; (ii) the Cash; (iii) the Company Debt; and (iv) the Company Transaction Expenses. The Closing Statement and each component thereof shall be calculated in good faith and, with respect to the Net Working Capital, the Accounting Methodology. The Adjustment Amount shall be calculated based on the Closing Statement and the components thereof, in each case as modified pursuant to Section 2.3(e).

(e) During the 45-day period following the Sellers Representative’s receipt of the Closing Statement, the Sellers Representative shall be permitted to review the Buyer Representative’s work papers relating to the Closing Statement to the extent necessary for the Sellers Representative to complete its review of the Closing Statement and the calculation of the Purchase Price and the Adjustment Amount, including the Net Working Capital, the Cash, the Company Debt and the Company Transaction Expenses. During the review by the Sellers Representative of, and the resolution of any objections with respect to, the Closing Statement, Buyer shall and shall cause the Company and the Company Subsidiaries to (i) permit the Sellers Representative and its Representatives to have reasonable access to the Buyer’s and the Company’s and the Company Subsidiaries’ premises, employees, Representatives, books and records and (ii) furnish to the Sellers Representative and its Representatives such financial and operating data and other information as such Persons may reasonably request. Without limiting the foregoing, the Sellers Representative and its Representatives shall be entitled within such period to submit questions to the Buyer Representative concerning its calculation of the Purchase Price and Adjustment Amount and the Buyer Representative and the Sellers Representative shall and shall use their commercially reasonable efforts to cause, if necessary, their respective accountants to meet together at a mutually convenient time and place prior to the expiration of the review period in a bona fide attempt to resolve any questions or disputes which may have arisen. The Closing Statement shall become final and binding upon the Parties on the 45th day following delivery thereof, unless the Sellers Representative gives written notice of its disagreement with the Closing Statement (a “Notice of Disagreement”) to the Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the specific items and matters in dispute (the “Disputed Matters”). If a Notice of Disagreement is received by the Buyer Representative in a timely manner, then the Closing Statement (as revised in accordance with this sentence) shall become final and binding upon the Parties on the earlier of (i) the date the Sellers Representative and the Buyer Representative resolve in writing the Disputed Matters or (ii) the date any Disputed Matters are finally resolved in writing by the Accounting Firm in accordance with this Section 2.3(e). During the 20-day period following the delivery of a Notice of Disagreement, the Sellers Representative and the Buyer Representative shall seek in good faith to resolve in writing the Disputed Matters. During such period the Buyer Representative shall have access to the work papers of the Sellers Representative prepared in connection with the Notice of Disagreement. If the Sellers Representative and the Buyer Representative are unable to resolve all Disputed Matters during such 20-day period, then within ten days following the expiration of such 20-day period, the Sellers Representative and the Buyer Representative shall submit in writing to the Accounting Firm for review any remaining Disputed Matters. The Sellers Representative and the Buyer Representative shall jointly request that the Accounting Firm render its reasoned written decision with respect to such remaining Disputed Matters for the purpose of calculating the Adjustment Amount within the 30-day period following submission of such Disputed Matters to the Accounting Firm (it being understood that in conducting such review and rendering such decision, the Accounting Firm shall be functioning as an expert and not as an arbitrator). The determination of the Disputed Matters by the Accounting Firm will be based on whether such Disputed Matters have been calculated in accordance with the provisions set forth in this Agreement. The Accounting Firm will make its determination solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. The Accounting Firm’s determination as to any Disputed Matter shall not be more beneficial to the Buyer Representative than the determination of that item or amount by the Buyer Representative in the Closing Statement or more beneficial to the Sellers than the determination of that item or amount in the Notice of Disagreement. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. The cost of any such review and determination by the Accounting Firm (including the fees and expenses of the Accounting Firm) pursuant to this Section 2.3(e) shall be allocated between the Buyer, on one hand, and the Sellers, on the other hand, based upon the extent to which each Party prevailed, as determined by the Accounting Firm. The fees (including attorneys’ fees) and disbursements of the Sellers’ independent auditors incurred in connection with their review of the Closing Statement and preparation of any Notice of Disagreement shall be borne by the Sellers, and the fees (including attorneys’ fees) and disbursements of the Buyer’s auditors incurred in connection with their preparation of the Closing Statement and review of any Notice of Disagreement shall be borne by the Buyer. The Buyer Representative shall revise the Closing Statement and the Adjustment Amount to the extent necessary to reflect the resolution of any Disputed Matters pursuant to the provisions of this Section 2.3(e).

(f) If the difference between the Adjustment Amount (as finally determined pursuant to Section 2.3(e)) and the Adjustment Amount set forth in the Estimated Closing Statement is greater than zero, then the Company shall, and the Buyer shall cause the Company to, promptly (but in any event within ten days after such final determination) deliver to the Sellers Representative, to be further distributed to the Sellers, an amount equal to such excess, to be distributed to the Sellers in proportion to the number of Company Units held by such Sellers as of immediately prior to the Closing, in each case by wire transfer of immediately available funds to the account or accounts designated by the Sellers Representative. If the difference between the Adjustment Amount (as finally determined pursuant to Section 2.3(e)) and the Adjustment Amount set forth in the Estimated Closing Statement is negative, then the Sellers Representative shall promptly (but in any event within ten days after such final determination) deliver to the Company an amount equal to the absolute value of such deficiency by wire transfer of immediately available funds to the account designated by the Company.

(g) Notwithstanding anything to the contrary in this Agreement, in the event that any payment of cash under this Agreement to the Blocker Seller or its successors or assignees would cause the cumulative amount treated as paid in cash for U.S. federal income tax purposes to the Blocker Seller pursuant to this Agreement to exceed 60% of an amount equal to (i) the fair market value of shares of Buyer Class A Common Stock to be issued to the Blocker Seller hereunder (determined by using the average of the high and low trading price on the date that the Blocker Seller became entitled to such payment), plus (ii) the cumulative amount of cash paid to the Blocker Seller pursuant to this Agreement (or that would be so paid but for this Section 2.3(g)), then such excess cash amount (the “Blocker Seller Tax Adjustment Amount”) shall instead be paid to the Blocker Seller or its successors or assignees in the form of a number of shares of Buyer Class A Common Stock (the “Blocker Seller Tax Adjustment Shares”) equal to the first round number exceeding (A) the Blocker Seller Tax Adjustment Amount divided by (B) the lesser of (I) the average of the daily VWAP of a share of Buyer Class A Common Stock for the 10 trading days immediately prior to the date of issuance of any Blocker Seller Tax Adjustment Shares and (II) the average of the high and low trading price of the Blocker Seller Tax Adjustment Shares on the date that the Blocker Seller or its successors or assignees became entitled to such Blocker Seller Tax Adjustment Shares.

2.4 Issuance of Buyer Class B Common Stock. At the Closing, the Buyer shall (a) issue to the Continuing Members, one share of Buyer Class B Common Stock for each Retained Company Unit, free and clear of all Liens (other than Liens consisting of restrictions on transfer generally arising under applicable Federal Securities Laws or state securities Law), and (b) make appropriate book entries (to the accounts designated by the Unit Sellers in writing prior to Closing) evidencing the issuance to the Unit Sellers of such shares of Buyer Class B Common Stock.

2.5 Pre-Closing Reorganization. Prior to the First Blocker Merger, the Blocker will cause (a) any cash held by the Blocker to be distributed to the Blocker Seller or used to repay any indebtedness of the Blocker, (b) any indebtedness of the Blocker to be capitalized or repaid and (c) the equity interests of the Company held indirectly by the Blocker to be distributed to the Blocker (such actions in clauses (a), (b) and (c) are referred to as the “Pre-Closing Reorganization”). Effective prior to the First Blocker Merger Effective Time, the only asset of the Blocker will be the Acquired Company Units held by the Blocker, and the Blocker will have no liabilities other than accrued but unpaid Taxes, if any.

2.6 Tax Treatment; Purchase Price Allocation.

(a) The Parties agree that (i) the sale and purchase of the Acquired Company Units is intended for all applicable income Tax purposes to be treated as a taxable sale and purchase of partnership interests (and (ii) the First Blocker Merger and the Second Blocker Merger, taken together as an integrated transaction, are intended for all applicable income Tax purposes to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and this Agreement is intended to qualify as, and the Parties hereby adopt this Agreement as, a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g) (clauses (i) and (ii), the “Intended Tax Treatment).

(b) Within 60 days of the final determination of Net Working Capital, the Buyer Representative shall provide to the Sellers Representative a schedule allocating the Purchase Price, and all other amounts constituting consideration for federal income Tax purposes, allocable to the Acquired Company Units among the assets of the Company (the “Allocation Schedule”), which such schedule shall be prepared in a manner consistent with Sections 755 and 1060 of the Code and the Treasury Regulations promulgated thereunder. If the Sellers Representative does not object to such Allocation Schedule provided by the Buyer Representative within 45 days of receipt of such Allocation Schedule, then such Allocation Schedule shall be final and binding on the Parties. If the Sellers Representative objects to such Allocation Schedule provided by the Buyer Representative within 45 days of receipt of such Allocation Schedule, then the Parties shall work together in good faith to resolve all disputed items and agree upon the Allocation Schedule; provided, that, if the Parties are not able to resolve all disputed items within 30 days of the Sellers Representative’s objection, then the Parties shall submit all unresolved disputed items to the Accounting Firm for resolution and the Parties will instruct the Accounting Firm to render a final determination as soon as reasonably practicable, and the Allocation Schedule as mutually agreed upon by the Parties or as finally determined by the Accounting Firm, as applicable, shall be final and binding on the Parties. The fees, costs and expense of the Accounting Firm shall be borne by Buyer, on the one hand, and the Sellers, on the other hand, based upon the percentage which the portion of the contested amount not determined in a Party’s favor bears to the total amount at issue as finally determined by the Accounting Firm. The Parties shall make appropriate adjustments to the Allocation Schedule to reflect changes in the Purchase Price.

(c) The Parties shall, and shall cause their respective Affiliates to, report, act and file all Tax Returns in all respects and for all purposes consistent with the Intended Tax Treatment and the Allocation Schedule, as finally determined and as adjusted pursuant to Section 2.6(b), including for purposes of (i) Treasury Regulation Section 1.743-1(d)(2) in determining the applicable adjustment to the U.S. federal income Tax basis of the Company’s assets and (ii) Treasury Regulation Section 1.751-1(a)(2) in determining the character of each Seller’s gain or loss, as the case may be, for U.S. federal income Tax purposes in respect of the transactions contemplated by this Agreement. From and after the date hereof, (x) the Parties shall not take, or knowingly fail to take, any action that could reasonably be expected to prevent such Intended Tax Treatment and (y) the Parties shall cooperate to provide each other with Tax representation letters containing normal and customary representations, warranties and covenants for purposes of any Tax opinion with respect to the Intended Tax Treatment described in clause (ii) of Section 2.6(a) to be rendered in connection with the transactions contemplated by this Agreement, including any such Tax opinion required to be provided in connection with any filings with the SEC. The Parties agree to notify each other with respect to the initiation of any Action by any Taxing Authority relating to the Intended Tax Treatment or the Allocation Schedule, to consult with each other with respect to any such Action by such Taxing Authority, and to not take any position during the course of any such Action by such Taxing Authority that is inconsistent with the Intended Tax Treatment or with the Allocation Schedule, unless required by a determination within the meaning of Section 1313 of the Code (or any analogous provision of state, local or non-U.S. Law).

2.7 Closing. Unless another date, location or time is mutually agreed upon by the Buyer and the Company, the closing of the transactions contemplated hereby (the “Closing”) will take place remotely via the electronic exchange of documents and executed signature pages on the third Business Day following the satisfaction or waiver of the conditions set forth in Article VIII (other than those conditions which by their terms are required to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions), or on such other date or at such other time and place as the Buyer and the Company agree in writing (the date upon which the Closing occurs is referred to as the “Closing Date”). All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing will be deemed to have been taken and executed simultaneously and no proceedings will be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered.

2.8 Withholding. The Buyer and the Company will be entitled to deduct and withhold from any amount payable pursuant to this Agreement such amounts as the Buyer or the Company (or any Affiliate thereof) shall determine in good faith it is required to deduct and withhold with respect to the making of such payment under the Code or any other provision of applicable Law; provided, that in the event that the Buyer or the Company determines that any such deduction or withholding is required, other than with respect to payments to any current or former employee or service provider in the nature of compensation that are processed and paid through payroll, the Buyer will notify the Sellers Representative in writing as soon as practicable (and, in no event less, than 10 days prior to the expected date of payment), setting forth in reasonable detail the basis for such deduction or withholding, and the Buyer and the Company will cooperate with the Sellers Representative to eliminate or reduce such deduction or withholding and consider in good faith any Tax forms or other information or document submitted by the Sellers Representative. To the extent that amounts are so withheld by the Buyer or the Company (or any Affiliate thereof), the Buyer or the Company (or applicable Affiliate) shall pay over such amount to the applicable Governmental Authority (together with any applicable Tax Returns) and such amounts so withheld and paid over will be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding were made.

ARTICLE III
representations and warranties of THE SELLERS

Except as set forth in the Disclosure Letter, each Seller represents and warrants, solely with respect to itself, himself or herself, as the case may be, to the Buyer as of the Effective Date and as of the Closing Date (except for representations and warranties that are made as of a specific date, which are made only as of such date) as follows:

3.1 Existence and Good Standing, Capacity, Authority, Validity and Enforceability. To the extent a Seller is an entity, such Seller is duly organized, validly existing and to the extent applicable in the respective jurisdiction, in good standing under the Laws of the jurisdiction in which it is organized or formed and has full corporate, limited liability or other applicable business entity power and authority to own, lease or otherwise hold its properties and assets and to conduct its business as presently conducted. Each Seller has the requisite power and authority or capacity, as applicable, to execute, deliver and perform this Agreement and the Ancillary Agreements to which such Seller is or will become a party and to consummate the Transactions. Other than the adoption of this Agreement by the Blocker Seller as the sole equityholder of the Blocker in connection with the First Blocker Merger (which will be effected promptly following execution of this Agreement), the execution and delivery of this Agreement and the Ancillary Agreements to which such Seller is or will become a party and the consummation of the Transactions has been duly and validly authorized by all necessary action on the part of such Seller, and no other action is necessary on the part of such Seller to authorize this Agreement and the Ancillary Agreements to which such Seller is or will become a party and to consummate the Transactions. Seller has duly executed and delivered this Agreement and at or prior to the Closing will duly execute and deliver the Ancillary Agreements to which such Seller will become a party and, assuming due authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes and upon execution and delivery of the Ancillary Agreements to which such Seller is or will become a party, each such Ancillary Agreement will constitute, a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its respective terms, except as limited by (a) applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally from time to time in effect and (b) the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding at law or in equity) (the immediately preceding clauses (a) and (b) are collectively referred to as the “General Enforceability Exceptions”).

3.2 No Conflict; Required Filings and Consents.

(a) Neither the execution and delivery of this Agreement by such Seller, nor the execution and delivery of the Ancillary Agreements to which such Seller is or will become a party, nor the consummation by such Seller of the Transactions, nor compliance by such Seller with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of the Organizational Documents of such Seller, (ii) conflict with, constitute or result in a material breach (with or without the lapse of time, the giving of notice or both) of any term, condition or provision of, or constitute a material default (with or without the lapse of time, the giving of notice or both) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation or imposition of any Lien upon any Company Interests held by such Seller or, pursuant to any Contract to which such Seller is a party or by which any of the Company Interests (or Company Units following adoption of the Company A&R Regulations) held by such Seller may be subject, or (ii) assuming receipt of the Consents listed in Schedule 3.2(b), conflict with, violate, or result in a breach (with or without the lapse of time, the giving of notice or both) of any material Order or Law applicable to such Seller or any of the Company Interests (or Company Units following adoption of the Company A&R Regulations) held by such Seller.

(b) Other than the adoption of this Agreement by the Blocker Seller as the sole equityholder of the Blocker in connection with the First Blocker Merger (which will be effected promptly following execution of this Agreement), no Consent is required to be obtained by such Seller for the execution, delivery or performance of this Agreement and the Ancillary Agreements to which such Seller is or will become a party and the consummation of the Transactions, except (i) as set forth in Schedule 3.2(b), (ii) as required under the HSR Act and the foreign antitrust or competition Laws set forth on Schedule 3.2(b), or (iii) those the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Seller’s ability to perform its obligations hereunder.

3.3 Title. As of the Effective Date, such Unit Seller has good and valid title to the Company Interests held by such Unit Seller (which Company Interests are set forth opposite such Unit Seller’s name on Schedule 3.3), free and clear of all Liens (other than Liens consisting of restrictions on transfer generally arising under applicable Federal Securities Laws or state securities Law). Following the Pre-Closing Reorganization and the adoption of the Company A&R Regulations, (a) the Blocker Seller will have good and valid title to the Blocker Interests, (b) the Blocker will have good and valid title to the Company Units identified as held by it in the Company A&R Regulations and (c) each Unit Seller will have good and valid title to the Company Units held by such Unit Seller, in each case, free and clear of all Liens (other than Liens consisting of restrictions on transfer generally arising under applicable Federal Securities Laws or state securities Law). The sale of Acquired Company Units by such Unit Seller as provided herein shall, upon delivery to the Buyer at Closing, vest the Buyer with good and valid title to such Acquired Company Units, free and clear of all Liens (other than Liens consisting of restrictions on transfer generally arising under applicable Federal Securities Laws or state securities Law). Other than this Agreement, such Seller is a not a party to (or has irrevocably terminated) any option, warrant, right, stockholder, operating agreement, voting trust, proxy or other agreement, commitment or understanding with respect to the transfer, disposition or acquisition of the Company Interests (or Company Units following adoption of the Company A&R Regulations) or any other equity interests of any of the Company Subsidiaries or the voting of any of the Company Interests (or the Company Units following the adoption of the Company A&R Regulations), and has not and will not enter into the foregoing with respect to the Company Units.

3.4 Brokers. Except for J.P. Morgan Securities LLC, no broker, finder or similar agent has been employed by or on behalf of the Sellers, and no Person with which the Sellers has had any dealings or communications of any kind is entitled to any brokerage commission or finder’s fee or similar fee in connection with this Agreement or the Transactions for which the Company or the Company Subsidiaries are liable for.

3.5 Seller Information. None of the information supplied or to be supplied by such Seller or any of such Seller’s Affiliates or Representative relating to such Seller or any of such Seller’s or Seller’s Affiliates’ equityholders, members, managers, directors, control Persons and Representatives expressly for inclusion in the filings with the SEC contemplated by this Agreement, mailings to the Buyer’s stockholders with respect to the Offer, or the redemption of the Offering Shares, any supplements thereto and/or in any other document filed with any Governmental Authority in connection herewith (including the Proxy Statement), will, at the date of filing or mailing, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (subject to the qualifications and limitations set forth in the materials provided by such Seller or that are included in such filings and/or mailings). No representation or warranty is made by such Seller or any of such Seller’s Affiliates or Representative with respect to statements made or incorporated by reference therein based on information supplied or to be supplied by, or on behalf of, the Buyer or any of its Affiliates or Representatives or any other Person.

3.6 No Other Representations and Warranties. EACH SELLER, ON BEHALF OF ITSELF AND ITS AFFILIATES AND REPRESENTATIVES ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS AND WARRANTIES MADE BY THE BUYER IN ARTICLE VI (AS MODIFIED BY THE DISCLOSURE LETTER) AND THE ANCILLARY AGREEMENTS ARE THE EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY THE BUYER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE VI (AS MODIFIED BY THE DISCLOSURE LETTER) AND THE ANCILLARY AGREEMENTS, EACH SELLER, ON BEHALF OF ITSELF AND ITS AFFILIATES AND REPRESENTATIVES HEREBY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY INCLUDED IN THIS AGREEMENT WHETHER OR NOT MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO SUCH SELLER, ON BEHALF OF ITSELF AND ITS AFFILIATES AND REPRESENTATIVES OR ANY OTHER PERSON, INCLUDING ANY WARRANTY REGARDING ANY PRO FORMA FINANCIAL INFORMATION, FINANCIAL PROJECTIONS OR OTHER FORWARD-LOOKING STATEMENTS PROVIDED BY OR ON BEHALF OF THE BUYER, WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED OR STATUTORY WARRANTY WHATSOEVER WITH RESPECT TO THE BUYER AND ANY OF ITS ASSETS OR PROPERTIES, INCLUDING ANY REAL OR PERSONAL PROPERTY OR ANY FIXTURES. NO SELLER NOR ANY OTHER PERSON ACTING ON ANY SELLER’S BEHALF HAS RELIED ON ANY INFORMATION OR ANY REPRESENTATION OR WARRANTY NOT SET FORTH IN ARTICLE VI (AS MODIFIED BY THE DISCLOSURE LETTER) AND THE ANCILLARY AGREEMENTS.

ARTICLE IV
representations and warranties OF the COMPANY

Except as set forth in the Disclosure Letter, the Company represents and warrants to the Buyer as of the Effective Date and as of the Closing Date (except for representations and warranties that are made as of a specific date, which are made only as of such date) as follows:

4.1 Existence and Good Standing; Books and Records.

(a) The Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Texas. The Company is qualified or otherwise authorized to act as a foreign company and, to the extent such concept is recognized, is in good standing under the Laws of every other jurisdiction in which such qualification or authorization is necessary under applicable Law, except where the failure to be so qualified or otherwise authorized or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has the requisite limited liability company power and authority necessary to carry on its business as currently conducted. The Company is not in default under or in violation of any material provision of its Organizational Documents.

(b) Schedule 4.1(b) sets forth, as of the Effective Date, each Subsidiary of the Company (collectively, the “Company Subsidiaries”) and its jurisdiction of organization or formation. Each of the Company Subsidiaries is duly organized or formed, validly existing and, to the extent such concept is recognized, in good standing under the Laws of the jurisdiction of its organization or formation. Each of the Company Subsidiaries is qualified or otherwise authorized to act as a foreign entity and, to the extent such concept is recognized, is in good standing under the Laws of every other jurisdiction in which such qualification or authorization is necessary under applicable Law, except where the failure to be so qualified or otherwise authorized or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company Subsidiaries has the requisite power and authority to carry on its business as currently conducted. None of the Company Subsidiaries is in default under or in violation of any material provision of their respective Organizational Documents. None of the foreign Company Subsidiaries (i) have conducted any operations since the date of their respective organizations or formations and do not currently conduct any operations and (ii) have not had at any time and do not currently have any assets other than the equity interests of those certain other foreign Company Subsidiaries set forth on Schedule 4.1(b).

(c) The Company has made available to the Buyer true and complete copies of all Organizational Documents of the Company and the Company Subsidiaries, each as amended as of the Effective Date.

4.2 Authority, Validity and Enforceability. The Company has the requisite power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements to which it is or will become a party and to consummate the Transactions. The execution and delivery of this Agreement and the Ancillary Agreements to which the Company is or will become a party and the consummation of the Transactions have been duly and validly authorized by all necessary action on the part of the Company, and no other action is necessary on the part of the Company to authorize this Agreement and the Ancillary Agreements to which the Company is or will become a party and to consummate the Transactions. The Company has duly executed and delivered this Agreement and at or prior to the Closing will duly execute and deliver the Ancillary Agreements to which the Company will become a party and, assuming the due authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes and upon execution and delivery of the Ancillary Agreements to which the Company is or will become a party, each such Ancillary Agreement will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its respective terms, except as limited by the General Enforceability Exceptions.

4.3 Capitalization.

(a) As of the Effective Date, the Unit Sellers and Blocker are the record and beneficial owner of all of the Company Interests, which Company Interests constitute all of the issued and outstanding equity interests of the Company. Schedule 4.3(a) sets forth the ownership of the Company Interests of each Unit Seller and the Blocker as of the Effective Date. All issued and outstanding Company Interests have been duly authorized and validly issued and are fully paid and were issued in compliance with all applicable Laws and are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under which the Company is a party or otherwise bound. Except as set forth on Schedule 4.3(a) or, upon adoption of the Company A&R Regulations, the Company Units, there are no (i) outstanding securities of the Company having the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company, (ii) options, warrants, calls, subscriptions or other rights, agreements or commitments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, any equity securities of the Company, (iii) outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any equity securities or securities convertible into or exchangeable for equity securities of the Company, and (iv) voting trusts or other agreements or understandings to which the Company is a party or by which the Company is bound with respect to the voting, transfer or other disposition of its equity securities. Prior to the Closing, all Company Interests will be converted into Company Units as contemplated by the Company A&R Regulations such that as of the Closing, the Company Units will represent the only issued and outstanding equity interests of the Company, which Company Units will be held, collectively, by the Unit Sellers and Blocker. The Company Units when issued, shall have been duly authorized and validly issued, will be fully paid and will be issued in compliance with all applicable Laws and will not be subject to and will not be issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under which the Company is a party or otherwise bound.

(b) Schedule 4.3(b) sets forth, for each of the Company Subsidiaries as of the Effective Date, (i) the number and kind of its authorized equity securities, (ii) the number and kind of its issued and outstanding equity securities and (iii) the names of all owners of its equity securities and the number and kind of equity securities held by each such owner. All issued and outstanding equity securities of the Company Subsidiaries have been duly authorized and validly issued, are fully paid and, where applicable, non-assessable and were issued in compliance with all applicable Laws and are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under which any of the Company Subsidiaries is a party or otherwise bound. The Company Subsidiaries are the only Subsidiaries of the Company. Neither the Company nor the Company Subsidiaries own, of record or beneficially, any direct or indirect interest or any right (contingent or otherwise) to acquire the equity interests of any other Person, except the Company Subsidiaries. As of the Effective Date, the Company directly or indirectly owns all outstanding equity securities of the Company Subsidiaries, free and clear of all Liens (other than Liens consisting of restrictions on transfer generally arising under applicable Federal Securities Laws or state securities Law). With respect to each of the Company Subsidiaries, there are no (A) outstanding securities convertible or exchangeable into equity of such Company Subsidiary, (B) options, warrants, calls, subscriptions or other rights, agreements or commitments obligating such Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any equity securities or securities convertible or exercisable for or exchange into any equity securities of such Company Subsidiary, (C) outstanding contractual obligations of such Company Subsidiary to repurchase, redeem or otherwise acquire any equity securities or securities convertible into or exchangeable for equity securities of such Company Subsidiary, or (D) voting trusts or other agreements or understandings to which such Company Subsidiary is a party or by which such Company Subsidiary is bound with respect to the voting, transfer or other disposition of its equity securities.

(c) Schedule 4.3(c) sets forth, with respect to each grant of Phantom Units remaining in effect as of the Effective Date, the holder of such grant and the number of Phantom Units subject to such grant.

4.4 No Conflict; Required Filings and Consents.

(a) Neither the execution and delivery of this Agreement by the Company or the Sellers nor the execution and delivery of the Ancillary Agreements to which the Company is or will become a party, nor the consummation by the Company or the Sellers of the Transactions, nor compliance by the Company or the Sellers with any of the provisions hereof, will (i) conflict with or result in a breach of any provisions of the Organizational Documents of the Company or the Company Subsidiaries, (ii) except as set forth in Schedule 4.4(a), conflict with, constitute or result in a material breach (with or without the lapse of time, the giving of notice or both) of any term, condition or provision of, or constitute a material default (with or without the lapse of time, the giving of notice or both) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation or imposition of any Lien upon any property or assets of the Company or the Company Subsidiaries, pursuant to any Material Contract or Real Property Leases to which any of them is a party, or (iii) subject to receipt of the Consents listed in Schedule 4.4(b), conflict with, violate, or result in a breach (with or without the lapse of time, the giving of notice or both) of any material Order or Law applicable to the Company or the Company Subsidiaries or any of their respective properties or assets.

(b) No Consent is required to be obtained by the Company or the Company Subsidiaries for the execution, delivery or performance of this Agreement or the Ancillary Agreement to which it is or will become a party and the consummation of the Transactions, except (i) as set forth in Schedule 4.4(b), (ii) as required under the HSR Act and the foreign antitrust or competition Laws set forth on Schedule 4.4(b), or (iii) those the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.5 Financial Statements.

(a) Copies of the following financial statements have been made available to the Buyer (i) the audited consolidated balance sheets of the Operating Company and its Subsidiaries as at December 31, 2015, December 31, 2016 and December 31, 2017 and the related consolidated statements of operations, changes in members’ equity and cash flows for the years then ended, together with the notes thereto (the “Audited Financial Statements”), and (ii) the unaudited consolidated balance sheet of the Operating Company and its Subsidiaries as of August 31, 2018 (the “Balance Sheet Date”), and the related unaudited consolidated statement of operations for the eight-month period then ended (the “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”).

(b) The Audited Financial Statements have been prepared in accordance with GAAP, applied on a consistent basis, and fairly and accurately present, in all material respects, the financial position, results of operations, members’ equity, and cash flows of the Operating Company and its Subsidiaries, on a consolidated basis, as of the dates and for the periods indicated. The Interim Financial Statements have been prepared by management in accordance with GAAP (except for the absence of footnote disclosure and any customary year-end adjustments (the effect of which will not, individually or in the aggregate, be material)), and on that basis fairly and accurately present, in all material respects, the financial position, results of operations, members’ equity and cash flows of the Operating Company and its Subsidiaries, on a consolidated basis, as of the dates and for the periods indicated. The Financial Statements were derived from the books and records of the Operating Company and its Subsidiaries.

(c) The Operating Company and its Subsidiaries maintain internal accounting controls sufficient to provide reasonable assurances that transactions are (i) executed in accordance with management’s general or specific authorizations and (ii) recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets.

(d) Schedule 4.5(d) sets forth the Company Debt as of the Effective Date.

(e) The Company and the Company Subsidiaries do not have any Liabilities of a nature required to be disclosed in a balance sheet prepared in accordance with GAAP arising out of transactions or events entered into prior to the Effective Date, except for Liabilities (i) set forth in Schedule 4.5(d), (ii) adequately accrued or reserved against in the Financial Statements, (iii) that have arisen after the date of the Financial Statements in the Ordinary Course of Business, (iv) that are Company Transaction Expenses or (v) would not be material to the Company or the Company Subsidiaries, taken as a whole.

4.6 Conduct of Business. Except for the transactions contemplated hereby or as set forth in Schedule 4.6: (a) since December 31, 2017, the Company and the Company Subsidiaries have conducted their businesses and operations in the Ordinary Course of Business; (b) since December 31, 2017, through the Effective Date, there has not been any effects, events, occurrences, developments, state of facts or changes that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect; and (c) since December 31, 2017, the Company and the Company Subsidiaries have not taken any action of the type described in Section 7.1(a) through (u).

4.7 Taxes. Except as set forth in Schedule 4.7:

(a) Each of the Company and the Company Subsidiaries has filed all income and other material Tax Returns that such Person was required to file and has paid all Taxes due and payable (whether or not shown on any Tax Return). All such Tax Returns were correct and complete in all material respects.

(b) All Taxes of the Company and the Company Subsidiaries not yet due and payable have been accrued on the books of the Company or the applicable Company Subsidiary to the extent required by the GAAP.

(c) Each of the Company and the Company Subsidiaries has timely and properly withheld (i) all required amounts from payments to its employees, agents, contractors, nonresidents, members, lenders and other Persons, and (ii) all sales, use, ad valorem, and value added Taxes. Each of the Company and the Company Subsidiaries has remitted all such withheld Taxes to the proper Taxing Authority in accordance with all applicable Laws.

(d) None of the Sellers, the Company, nor any Company Subsidiary has a request for a private letter ruling, a request for administrative relief, a request for technical advice, a request for a change of any method of accounting or other request pending with any Taxing Authority that relates to the Taxes or Tax Returns of the Company or the Company Subsidiaries. No power of attorney granted by the Company or any Company Subsidiary with respect to any Taxes is currently in force.

(e) Neither the Company nor any Company Subsidiary has agreed to any extension or waiver of the statute of limitations applicable to any Tax Return, or agreed to any extension of time with respect to a Tax assessment or deficiency, which period (after giving effect to such extension or waiver) has not yet expired, in each case other than any extension of time granted for filing a Tax Return.

(f) Neither the Company nor any Company Subsidiary is a party to any Tax allocation or sharing agreement other than any Commercial Tax Agreement. All amounts payable with respect to (or by reference to) Taxes pursuant to any Commercial Tax Agreement have been timely paid in accordance with the terms of such Commercial Tax Agreement.

(g) There are no Liens (other than Permitted Liens) for unpaid Taxes on the assets of the Company or the Company Subsidiaries.

(h) As of the Effective Date, there is no audit or other Action currently in progress, pending or, to the Company’s Knowledge, threatened with respect to the Company or the Company Subsidiaries in respect of any Tax. Neither the Company nor any Company Subsidiary nor any Seller as a result of its ownership of the Company or the Company Subsidiaries has ever received a written notice from a Taxing Authority that the Company or any Company Subsidiary is required to pay Taxes or file Tax Returns in a jurisdiction where the Company or such Company Subsidiary does not file Tax Returns or pay Taxes. Neither the Company nor any Company Subsidiary has commenced a voluntary disclosure proceeding in any state, local or non-U.S. jurisdiction that has not been fully resolved or settled.

(i) Neither the Company nor any Company Subsidiary (i) has been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code (other than a group the common parent of which is the Company) or (ii) has any liability for Taxes of any Person (other than the Company and the Company Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor or by contract other than any Commercial Tax Agreement.

(j) Neither the Company nor any Company Subsidiary has engaged in any transaction that could affect its income Tax liability for any period not closed by the applicable statute of limitations which is a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2) (irrespective of the effective dates).

(k) Neither the Company nor any Company Subsidiary is party to any material Tax incentive agreement with any Taxing Authority.

(l) The Company is (and has been for its entire existence) classified as a partnership for all income Tax purposes and no election has been made (or is pending) to change such treatment. Each Company Subsidiary that is incorporated or organized under the laws of a State within the United States of America or the District of Columbia is (and has been for its entire existence) classified as a partnership or “disregarded entity” for all income Tax purposes and no election has been made (or is pending) to change such treatment. Schedule 4.7(l) sets forth the current U.S. federal income Tax classification of each other Company Subsidiary.

(m) The Company has not made an election pursuant to Treasury Regulations Section 301.9100-22T.

(n) Neither the Company nor any Company Subsidiary has a permanent establishment or otherwise has an office or fixed place of business (within the meaning of any applicable Tax treaty or Tax Law) in a country other than the country in which such Acquired Entity is incorporated or otherwise organized. Neither the Company nor any Company Subsidiary engages in (or has engaged in) a trade or business in a country other than the country in which such entity is incorporated or otherwise organized to the extent any such activities would require the Company or any Subsidiary to file Tax Returns or pay Taxes in any such country.

(o) No Company Subsidiary organized under the laws of a non-U.S. jurisdiction owns any interest in “United States real property” within the meaning of Section 897 of the Code or “United States property” for purposes of Section 956 of the Code.

(p) Neither the Company nor any of Company Subsidiary has included, or will be required to include, in income any amount by reason of Section 965 of the Code.

(q) The Company made an election under Section 754 of the Code for its tax year ended December 31, 2015 (or such an election had been made previously).

(r) The Company and each Company Subsidiary have each complied in all respects with all transfer pricing rules (including retaining appropriate documents for all transfer pricing arrangements for purposes of Section 482 or any similar provision of non-U.S. Law.

(s) Neither the Company nor any Company Subsidiary is required to include any material item of income, or exclude any material item of deduction, for any period after the Closing Date as a result of: (i) an installment sale transaction occurring on or before the Closing governed by Section 453 of the Code (or any similar provision of state, local or non-U.S. Laws); (ii) a transaction occurring on or before the Closing reported as an open transaction for U.S. federal income Tax purposes (or any similar doctrine under state, local, or non-U.S. Laws); (iii) any prepaid amounts or deferred revenue received prior to the Closing; (iv) a change in method of accounting with respect to a Pre-Closing Tax Period requested prior to the Closing; or (v) a “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or non-U.S. income Tax law) executed on or prior to the Closing. Neither the Company nor any Company Subsidiary has made an election (including a protective election) pursuant to Section 108(i) of the Code.

(t) Neither the Company nor any Company Subsidiary owns an interest in any (i) entity, plan or arrangement that is treated for income Tax purposes as a partnership, (ii) “controlled foreign corporation” within the meaning of Section 957 of the Code, or (iii) “passive foreign investment corporation” within the meaning of Section 1297 of the Code.

(u) No asset of the Company or any Company Subsidiary is tax-exempt use property under Section 168(h) of the Code. No portion of the cost of any asset of the Company or any Company Subsidiary has been financed directly or indirectly from the proceeds of any tax-exempt state or local government obligation described in Section 103(a) of the Code. None of the assets of the Company or any Company Subsidiary is property that is required to be treated as being owned by any other person pursuant to the safe harbor lease provision of former Section 168(f)(8) of the Code.

4.8 Real Property. As of the Effective Date, the Company and the Company Subsidiaries do not own any real property. Schedule 4.8(a) contains a true, correct and complete description of the real property leased, subleased, licensed or otherwise occupied by the Company or the Company Subsidiaries (the “Leased Real Property”). The Leased Real Property listed in Schedule 4.8(a) comprises all material real property interests used in the conduct of the business and operations of the Company and the Company Subsidiaries as currently conducted. All Leased Real Property is held under leases or subleases (collectively, the “Real Property Leases”) that are, in all material respects, valid instruments enforceable in accordance with their respective terms, except as limited by the General Enforceability Exceptions. The Company has delivered to the Buyer true, correct and complete copies of the Real Property Leases. As of the Effective Date, each of the Real Property Leases is in full force and effect and there is no material default or material breach by the Company or the Company Subsidiaries, or to the Company’s Knowledge, any other party, in the performance of any obligation thereunder or any material provision thereof. Except as set forth in Schedule 4.8(b), neither the Company nor any of the Company Subsidiaries has subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof. There is no pending or, to the Company’s Knowledge, threatened zoning application or proceeding or condemnation, eminent domain, or taking proceeding with respect to any of the Leased Real Property.

4.9 Personal Property. Except as described in Schedule 4.9, the Company or the Company Subsidiaries has good and valid title to (or, in the case of leased tangible personal property, a valid and subsisting leasehold interest in), free and clear of all Liens (other than Permitted Liens), all of the tangible personal property used by the Company and the Company Subsidiaries as presently conducted, including, all reflected in the Interim Financial Statements and all tangible personal property acquired by the Company or the Company Subsidiaries since the Balance Sheet Date in the Ordinary Course of Business, in each case free and clear of all Liens (other than Permitted Liens), except for (a) sales or other dispositions of personal property in the Ordinary Course of Business that are replaced by similar assets or properties, (b) personal property sold, consumed, used or otherwise disposed in the Ordinary Course of Business since the Balance Sheet, Date, or (c) dispositions of used, worn out, obsolete or surplus assets or properties since the Balance Sheet, Date. All such items of tangible personal property that are material to the operations of the business of the Company and the Company Subsidiaries are in reasonably good condition and in a state of reasonably good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. The tangible assets owned or leased by the Company and the Company Subsidiaries constitute all of the tangible assets reasonably necessary for the continued conduct of the business of the Company and the Company Subsidiaries after the Closing, in each case, in the same manner and in all respects as conducted as of the Effective Date.

4.10 Intellectual Property.

(a) Schedule 4.10(a) sets forth a list of all patented, registered and applied-for Intellectual Property, and material unregistered Trademarks, in each case which is owned or purported to be owned by the Company or any of the Company Subsidiaries (together with all other Intellectual Property owned or purported to be owned by the Company or any of the Company Subsidiaries, collectively, the “Company Intellectual Property”). The Company or one of the Company Subsidiaries has good and valid title to and is the exclusive owner of the Company Intellectual Property, free and clear of all Liens (other than Permitted Liens). The Company Intellectual Property set forth on Schedule 4.10(a) is valid, subsisting and, to the Company’s Knowledge, enforceable.

(b) Except as set forth in Schedule 4.10(b), the Company and the Company Subsidiaries own or, if not owned, have the right to use, all of the Intellectual Property that is used by them and that is material to the operations of their businesses (as currently conducted). The former and current products, services and conduct of the businesses of the Company and the Company Subsidiaries and the manufacture, importation, distribution, sale and use of such products and services does not infringe or otherwise violate any Person’s Intellectual Property rights, and there is no, and since December 31, 2015 there has been no written claim of any such infringement or violation, or challenge to the ownership, registration, validity or enforceability of any Company Intellectual Property, pending or threatened against the Company or the Company Subsidiaries. To the Company’s Knowledge, no Person is infringing or otherwise violating any Company Intellectual Property, and no claim of any such infringement or violation is pending or threatened against any Person by the Company or the Company Subsidiaries or has been threatened against any Person since December 31, 2015.

(c) The Company and the Company Subsidiaries have taken all commercially reasonable measures to preserve and maintain the confidentiality of all material Trade Secrets and other material confidential Intellectual Property that is owned by the Company or any of the Company Subsidiaries. No current or former employee, contractor or consultant of the Company or any of the Company Subsidiaries has any right, title or interest in any Company Intellectual Property that is material to the operations of the business of the Company and the Company Subsidiaries. Each Person that has developed any such Company Intellectual Property has assigned such Company Intellectual Property to the Company or one of the Company Subsidiaries by a written assignment agreement or by operation of law. To the Company’s Knowledge, no Person is in violation of any such confidentiality or assignment agreements.

(d) All Software that is Company Intellectual Property and that is material to the operations of the business of the Company and the Company Subsidiaries (“Company Owned Software”) (i) conforms in all material respects with all specifications, representations and warranties established by the Company and the Company Subsidiaries or conveyed thereby to its or their customers, (ii) is operative for its intended purpose free of any material defects or deficiencies and, to the Company’s Knowledge, does not contain any virus, Trojan horse, worm, back door, time bomb, drop dead device or other malware or similar programs designed to disable, permit unauthorized access to, erase or otherwise harm Software, hardware or data, and (iii) have been maintained and supported by the Company and the Company Subsidiaries in accordance with their contractual obligations in all material respects and industry standards.

(e) All source code for the Company Owned Software has been maintained strictly confidential and has not been disclosed to any Person other than employees and contractors with a need to know to perform services for the Company or the Company Subsidiaries and who are subject to a written confidentiality obligation. Neither the Company nor any of the Company Subsidiaries has any obligation to afford any Person access to any such source code. The Company is in possession of all documentation and other material relating to the Company Owned Software and third party Software that is used in and material to the businesses of the Company and the Company Subsidiaries, including (to the extent made available to Company and the Company Subsidiaries with respect to such third party Software) installation and user documentation, engineering specifications, flow charts and know-how, necessary for the use, maintenance, enhancement, development and other exploitation of such Company Owned Software as used in, or currently under development for, and the use of such third party Software as used in, the businesses of the Company and the Company Subsidiaries.

(f) No Publicly Available Software has been used, in whole or in part, in the former or current development, delivery or distribution of any Company Owned Software, nor licensed or distributed to any third party in combination with any such Company Owned Software in a manner that may (i) require, or condition the use or distribution of any such Company Owned Software on, the disclosure, licensing or distribution of any source code for any portion of such Company Owned Software or (ii) otherwise impose any material limitation, restriction or condition on the right or ability of the Company or any of the Company Subsidiaries to use, distribute or enforce any Company Intellectual Property.

(g) The IT Assets are operational, fulfill the purposes for which they were acquired or developed in all material respects, and the Company and the Company Subsidiaries have implemented commercially reasonable security, back-ups and disaster recovery arrangements and hardware and Software support. To the Company’s Knowledge, the IT Assets have not suffered any material failure since December 31, 2015.

4.11 Material Contracts.

(a) Set forth in Schedule 4.11(a) is a true and correct list of Contracts in effect as of the Effective Date to which the Company or the Company Subsidiaries are parties which are in the categories listed below (other the Real Property Leases and any Contract that is, or relates to, any Employee Plan) (the “Material Contracts”):

(i) each Contract under which the Company or the Company Subsidiaries have borrowed any money or issued any note, bond, debenture or similar instrument, or have directly or indirectly guaranteed any borrowed money of any other Person or any note, bond, debenture or similar instrument issued by any other Person, in any such case involving unpaid principal amounts in excess of $2,500,000, other than the Credit Facility and intercompany loans, advances or receivables (or guarantees thereof) (it being understood that “borrowed any money” does not include any accounts payable);

(ii) (A) each material license agreement (including any covenant not to sue) (other than for commercially available off-the-shelf software having an aggregate replacement cost of less than $50,000), where the Company or the Company Subsidiaries are licensors or licensees of Intellectual Property and (B) each Contract relating to the development, ownership, registration or enforcement of any material Intellectual Property (other than non-disclosure agreements and employee agreements entered into in the Ordinary course of Business);

(iii) each Contract for capital expenditures or the acquisition or construction of fixed assets for the benefit and use of the Company or the Company Subsidiaries, the performance of which involves unpaid commitments in excess of $2,500,000;

(iv) each Contract requiring the Company or the Company Subsidiaries perform services or sell products after the Closing, but only to the extent the total amount of payments to the Company or the Company Subsidiaries remaining under such Contract (A) in the case of a master service agreement or other program agreement, exceeds $5,000,000 in the aggregate for all work orders under such Contract and (B) in the case of an individual project agreement, exceeds $5,000,000 for all work performed under such Contract;

(v) each Contract with any vendor, subcontractor or independent contractor for the provision of goods or services and for which the Company or the Company Subsidiaries has any current or ongoing commitments or obligations and which obligate the Company or the Company Subsidiaries, individually or in the aggregate, to make payments in excess of $2,500,000 in the 12-month period after October 15, 2018, except for Contracts that are terminable on less than 90 days’ notice without material penalty or (B) requiring the Company or any of the Company Subsidiaries to purchase all or substantially all of its requirements for a particular product from a supplier;

(vi) each Contract relating to the lease, sublease or similar arrangement with any Person under which the Company or the Company Subsidiaries are lessors or lessees of any tangible personal property, in any such case, with aggregate annual payments in excess of $250,000;

(vii) each Contract limiting the right of the Company or the Company Subsidiaries to engage in or compete in any material respect with any Person in any business or in any geographical area (excluding any confidentiality, nondisclosure and non-solicit agreements or arrangements which are entered into by the Company or the Company Subsidiaries in the Ordinary Course of Business or in connection with a potential sale of the Company, in each case, other than any such agreements or arrangements with a competitor of the Company or the Company Subsidiaries);

(viii) each Contract that provides for a partnership or joint venture (excluding any sub-contractor arrangements entered into in the Ordinary Course of Business in which the Company or the Company Subsidiaries is subcontracting services from others) or similar Contract involving a sharing of profits, losses, costs or liabilities with any other Person;

(ix) each Contract that is (A) surety bond (including performance bond or bid bond) or (B) escrow arrangement;

(x) each Contract that (A) is an employment or consulting Contract that provides for annualized compensation equal to or greater than $150,000, (B) is a severance, change of control, retention, bonus, deferred compensation or similar Contract, or (C) provides for the indemnification or holding harmless of any officer, manager, director or employee;

(xi) each Contract that is a collective bargain agreement, project labor agreement or other similar Contract with any labor organization, union or association;

(xii) each Contract that is a management, service, advertising, marketing, reseller, or sales representative agreement, in any such case which has an actual or anticipated aggregate future liability to any Person in excess of $150,000;

(xiii) any Contract with any Material Customer or Material Supplier;

(xiv) each Contract involving the acquisition by the Company or the Company Subsidiaries of any material business enterprise whether by merger, purchase, sale of stock or assets and which contains an ongoing obligation on the Company or the Company Subsidiaries; and

(xv) any Contract that is otherwise material to the Company and the Company Subsidiaries or their respective businesses other than Contracts entered into in the Ordinary Course of Business.

(b) A copy of each Material Contract has been made available to the Buyer. Each of the Material Contracts is in full force and effect (except to the extent such Material Contract terminates or expires after the Effective Date in accordance with its terms) and is a legal, valid and binding agreement of the Company or the Company Subsidiaries, as applicable, and is enforceable against the Company or the Company Subsidiaries, as applicable, in accordance with its terms, subject only to the General Enforceability Exceptions. None of the Company nor the Company Subsidiaries has received written notice of any material default or material breach of any Material Contract that has not been cured. There is no material default or material breach (including any condition that with the passage of time or the giving of notice would cause such a default or breach) of any Material Contract by the Company or the Company Subsidiaries, as applicable, or, to the Company’s Knowledge, any other party, in the timely performance of any obligation to be performed or paid thereunder or any other material provision thereof. None of the Company nor any Company Subsidiaries has received any written notice of (i) the intention of any party to terminate any Material Contract for cause or (ii) any stop work order or suspension of work order with respect to any Material Contract that is a Contract with a customer of the Company or the Company Subsidiaries.

4.12 Insurance. Schedule 4.12(a) sets forth, as of the Effective Date, a true and complete list of policies of insurance covering the Company or the Company Subsidiaries and their respective businesses (other than with respect to any Employee Plan) and assets (the “Insurance Policies”), and, with respect to each such Insurance Policy, (a) the Insurance Policy is in full force and effect, (b) all premiums owed prior to the Effective Date have been paid and (c) there is no material breach or default by the Company or the Company Subsidiaries. To the Company’s Knowledge, the Company and the Company Subsidiaries have not received any notice of cancellation or termination or non-renewal with respect to any such Insurance Policy. Except as set forth in Schedule 4.12(b), since December 31, 2015, no claim submitted under any Insurance Policy has been denied in whole or in part by the insurer thereunder.

4.13 Litigation. Except as set forth in Schedule 4.13(a), since December 31, 2015, there have not been, and there are no Actions pending, or, to the Company’s Knowledge, threatened against the Company or the Company Subsidiaries or their respective assets, properties or business, in each case that, (a) would challenge or seek to enjoin, alter or materially delay the Transactions or (b) if adversely decided, would reasonably be expected to be material to the Company or the Company Subsidiaries, taken as a whole. Except as set forth in Schedule 4.13(b), to the Company’s Knowledge, there are no Actions pending or threatened in writing against any current or former employee, officer, manager or director of the Company or the Company Subsidiaries with respect to their business activities on behalf of the Company or the Company Subsidiaries.

4.14 Compliance with Laws; Orders. Except as set forth in Schedule 4.14, since December 31, 2015, the Company and each of the Company Subsidiaries has complied in all material respects with Laws and Orders applicable to them or their respective assets, properties or business. Except as set forth in Schedule 4.14, since December 31, 2015, neither the Company nor the Company Subsidiaries have received written notification from any Governmental Authority that has not yet been fully resolved (a) that claims or alleges that the Company or the Company Subsidiaries are not in material compliance with any Law or Order applicable to any of them or their respective assets, properties or businesses, or (b) that threatens to revoke, rescind or modify any material Permit held by the Company or the Company Subsidiaries. Neither the Company nor the Company Subsidiaries is subject to any unsatisfied Order.

4.15 Permits. Except as set forth in Schedule 4.15, all Permits required to own, lease, maintain, operate and conduct the businesses of the Company and the Company Subsidiaries as currently conducted are (a) in the possession of the Company or the Company Subsidiaries, (b) in full force and effect and (c) being complied with, except for such Permits the failure of which to possess, to be in full force and effect or to be in compliance with have not had and would not reasonably be expected to have a Material Adverse Effect.

4.16 Labor Matters.

(a) Set forth on Schedule 4.16(a)(i) is a true, correct and complete: (i) list, as of October 12, 2018, of all employees of the Company and the Company Subsidiaries, as well as any individuals who are anticipated to be employees of the Company or the Company Subsidiaries prior to the Closing, and the title or position held; (ii) list, as of October 12, 2018, of the current annual base compensation (including base compensation for the fiscal year ended December 31, 2017), current bonus compensation (including for the fiscal year ended December 31, 2017) and a description of fringe benefits (other than those generally available to employees of the Company and the Company Subsidiaries); (iii) status of each such employee as “exempt” or “non-exempt” under the Fair Labor Standards Act of 1938 and any similar foreign, state or local law (“FLSA”); and (iv) employer and location of employment for all employees of each Company. Set forth on Schedule 4.16(a)(ii) is a true, correct and complete: (i) list, as of October 12, 2018, of all independent contractors providing services to the Company as of the Effective Date, (ii) list, as of October 12, 2018, of the fee for each such independent contractors and (iii) description of the services provided by each independent contractor.

(b) Except as set forth on Schedule 4.16(b): (i) neither the Company nor any Company Subsidiary is a party to any collective bargaining agreement, works council agreement, letters of understanding, or similar agreement; (ii) no labor union, works council or other employee representative body (or any representative thereof) (“Employee Representative”) represents or, the Company’s Knowledge, has made any attempt to organize or represent, any employees of the Company or any Company Subsidiary; (ii) there is not, and there have not been since December 31, 2015, any strike, lockout, work stoppage, or slowdown pending or, to the Company’s Knowledge, threatened, against the Company or any Company Subsidiary; (iii) neither the Company nor any Company Subsidiary is currently engaged in any negotiations with any Employee Representative; and (iv) to Company’s Knowledge, there is no Employee Representative that, pursuant to applicable Law or any agreement or understanding with the Company or any Company Subsidiary, must be notified, consulted or with which negotiations need to be conducted in connection with the Transactions.

(c) Except as set forth on Schedule 4.16(c), there are no Actions or Orders against the Company or any Company Subsidiary involving their respective current or former employees or current or former independent contractors pending or, to the Company’s Knowledge, threatened, with any Governmental Authority based on, arising out of, in connection with or otherwise relating in any way to any labor or employment matters, the employment or termination of employment of any employee or the failure to employ any Person.

(d) There has been no “mass layoff” or “plant closing” (as defined by WARN Act or similar state or local laws) with respect to the Company and the Company Subsidiaries. Neither the Company nor any Company Subsidiary has classified any Person as an independent contractor who should have been properly classified as an employee under applicable law. Each employee of the Company and each Company Subsidiary classified as “exempt” from overtime compensation under the FLSA has been properly classified as such.

4.17 Employee Benefit Plans.

(a) Schedule 4.17(a) sets forth a list of each “employee benefit plan” (within the meaning of Section 3(3) of ERISA) and each other severance pay, salary continuation, bonus, incentive, stock option, equity-based compensation, or stock purchase program, retirement, pension, profit sharing or deferred compensation plans, contracts, programs, funds or arrangements, fringe benefit, retention, change of control, employment or deferred compensation, individual consulting, health, paid-time off, retiree or post-termination welfare, unemployment insurance, workers’ compensation, paid and unpaid time off, tuition assistance program, employment-related finder’s fee and referral bonus program, sick pay (income protection), disability benefits, commission plans, and any other benefit or compensation plans, Contracts, programs, funds or arrangements whether or not subject to ERISA, that is maintained, sponsored or contributed to by the Company or the Company Subsidiaries or members of the Company’s Controlled Group for the benefit of any current or former employee of the Company or the Company Subsidiaries (all of the above is collectively, the “Employee Plans”).

(b) As applicable with respect to each material Employee Plan, the Company has delivered to the Buyer, true and complete copies of (i) each Employee Plan, and in the case of an unwritten Employee Plan, a written description thereof, (ii) all trust documents, investment management contracts, custodial agreements, insurance contracts and administrative and service provider agreements, (iii) the current summary plan description and each summary of material modifications thereto, as applicable, (iv) the three most recently filed annual reports (Form 5500 and all schedules thereto), as applicable, (v) the most recent IRS determination, opinion, or advisory letter and each currently pending application to the IRS for a determination letter, as applicable, (vi) the three most recent compliance and nondiscrimination tests performed under the Code, as applicable, and (vii) any material correspondence with or from the IRS, Department of Labor or any other Governmental Authority with respect to any matter that remains unresolved as of the date hereof.

(c) Each Employee Plan has been maintained, operated and administered in compliance with its terms and applicable Laws, in all material respects. There have been no prohibited transactions or breaches of any of the duties imposed on “fiduciaries” (within the meaning of Section 3(21) of ERISA) by ERISA with respect to the Employee Plans that could result in any material liability or excise tax under ERISA or the Code being imposed on the Company or the Company Subsidiaries. With respect to each Employee Plan all premiums, contributions, payments, reimbursements, accruals and distributions for all periods have been timely made, or if not yet due, properly accrued on the Financial Statements.

(d) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS that the Employee Plan is so qualified or is operated under the terms of a pre-approved plan for which the provider of the plan has received an IRS opinion or advisory letter that the Employee Plan is so qualified and no events have occurred that would be reasonably likely to adversely affect the qualified status of any such Employee Plan.

(e) Neither the Company nor any member of its Controlled Group has within the last six years maintained or had an obligation to contribute to, and no Employee Plan is, (i) a “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of Title I of ERISA or Title IV of ERISA, (ii) a “multiple employer plan” (meaning a plan sponsored by more than one employer within the meaning of ERISA Sections 4063 or 4064), or (iii) a “multiemployer plan” (as such term is defined in Section 4001(a)(3) of ERISA).

(f) No Employee Plan is, (i) a “multiple employer welfare arrangement” (as such term is defined Section 3(40) of ERISA), or (ii) a funded welfare benefit plan (as such term is defined in Section 419 of the Code).

(g) Except as set forth on Schedule 4.17(g), no Employee Plan provides for, and neither the Company nor any Company Subsidiary has any liability or potential liability with respect to, any post-termination health or life insurance or other welfare-type benefits for any former or current employees, consultants, independent contractors, directors or other service providers (or any spouse or dependent thereof) of the Company or any of the Company Subsidiaries, other than in accordance with the requirements of Part 6 of Subtitle B of Title I of ERISA, Code Section 4980B and any similar state continuation coverage Law (and for which the beneficiary pays the full cost of coverage).

(h) With respect to each group health plan benefiting any current or former employee of the Company or any member of the Controlled Group that is subject to Section 4980B of the Code, the Company and each member of the Controlled Group have complied in all material respects with the continuation coverage requirements of Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA.

(i) No Action is pending or, to the Company’s Knowledge, threatened with respect to any Employee Plan (other than routine claims for benefits) and to the Company’s Knowledge, no facts or circumstances exist that would reasonably be expected to give rise to any such material Action. Schedule 4.17(i) sets forth a list of the Employee Plans that are the subject of any current audit, controversy or claim initiated by a Governmental Authority.

(j) Except as set forth on Schedule 4.17(j) and for severance obligations triggered solely as a result of a termination of employment with respect to Employee Plans disclosed on Schedule 4.17(a), neither the execution of this Agreement nor the consummation of any of the Transactions (either alone in connection with the occurrence of a subsequent event) will: (i) entitle any current or former officer, director, employee, independent contractor or consultant of the Company or its Subsidiaries to severance pay or any other payment; (ii) accelerate the time of payment, funding or vesting, result in the exercisability or delivery of, or increase the amount or value of any compensation, payment, right, or other benefit due to any such individual; or (iii) increase the amount payable under or result in any other obligation pursuant to any Employee Plan.

(k) No amount that could be received (whether in cash or property or the vesting of property) as a result of any of the Transactions contemplated by this Agreement by any employee, officer or director of the Company or the Company Subsidiaries who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) under any Employee Plan currently in effect would be characterized as an “excess parachute payment” (as such term is defined in Section 280G(b)(1) of the Code).

(l) The Company is not a party to any plan, program, agreement or arrangement that provides for the gross-up or reimbursement of any employment or income Tax, including Taxes imposed under Section 4999 or Section 409A of the Code.

(m) Each Employee Plan that is a “nonqualified deferred compensation plans” within the meaning of Section 409A of the Code has been maintained in operational and documentary compliance with Section 409A of the Code and the Treasury Regulations promulgated thereunder and no such “nonqualified deferred compensation plan” has or will result in any participant incurring income acceleration or Taxes under Section 409A of the Code.

4.18 Environmental. Except with respect to matters that (x) either have been fully resolved, provided, in each case, the Company and each Company Subsidiary has no outstanding liability or obligation pending and no liability is reasonably likely to arise in the future related to any resolved matter, (y) would not reasonably be expected to result in a material liability to the Company or the Company Subsidiaries, taken as a whole, or (z) as set forth in Schedule 4.18:

(a) the Company and the Company Subsidiaries are in, and since December 31, 2015, have been in material compliance with all Environmental Laws applicable to the Company or their respective use or operation of the Real Property;

(b) there has been no Release by the Company or the Company Subsidiaries at the Real Property or, to the Company’s Knowledge, at any previously owned, leased or operated real property, in each case, that requires cleanup or remediation by the Company or the Company Subsidiaries or has resulted in material liability to the Company pursuant to any Environmental Law;

(c) neither the Company nor the Company Subsidiaries have (i) received written notice under the citizen suit provisions of any Environmental Law, (ii) received any written notice of violation, demand letter, complaint, citation, information request, notice of “potentially responsible party” liability, or claim under any Environmental Law or (iii) been subject to or, to the Company’s Knowledge, threatened with any enforcement action by a Governmental Authority with respect to any Environmental Law;

(d) there is no Action relating to Environmental Laws or the Release of Hazardous Materials that is pending or, to the Company’s Knowledge, threatened against the Company or the Company Subsidiaries with respect to their respective businesses, the Company, or the Real Property;

(e) the Company has provided all Phase I environmental site assessment reports, Phase II reports, environmental or health or safety audits conducted in the three years preceding the Effective Date, any material documents related to any pending or threatened Action under Environmental Law and any other material documents related to the Company or any Company Subsidiary’s compliance or liability under Environmental Laws, in the Company’s or any Company Subsidiary’s possession or control.

4.19 Customers; Suppliers.

(a) Schedule 4.19(a) sets forth a true and correct list of the top 20 customers (the “Material Customers”) of the Company and the Company Subsidiaries on a consolidated basis (based on the dollar amount of sales to such customers) for the year ended December 31, 2017 and for the period beginning on January 1, 2018 and ending on the Balance Sheet Date. None of the Company nor any of the Company Subsidiaries is engaged in any material dispute with any Material Customer and no Material Customer (i) has terminated its relationship with the Company or any of the Company Subsidiaries since the Balance Sheet Date or (ii) has indicated in writing its intent to terminate, materially limit, reduce or modify, or, to the Company’s Knowledge, threatened to terminate, materially limit, reduce or modify, its business relationship with the Company or the Company Subsidiaries.

(b) Schedule 4.19(b) sets forth the top 20 suppliers of goods (the “Material Suppliers”) to the Company and the Company Subsidiaries on a consolidated basis (based on the dollar amount of purchases of goods from such suppliers) for the year ended December 31, 2017 and for the period beginning on January 1, 2018 and ending on the Balance Sheet Date. None of the Company nor any of the Company Subsidiaries is engaged in any material dispute with any Material Supplier and no Material Supplier (i) has terminated its relationship with the Company or any of the Company Subsidiaries since the Balance Sheet Date or (ii) has indicated in writing its intent to terminate, materially limit, reduce or modify, or, to the Company’s Knowledge, threatened to terminate, materially limit, reduce or modify, its business relationship with the Company or the Company Subsidiaries.

4.20 Accounts Receivable. All accounts receivable reflected in the Interim Financial Statements and accounts receivable that are reflected on the books of the Company and the Company Subsidiaries since the Balance Sheet Date (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP) (a) are obligations arising from bona fide sales actually made or services actually performed in the Ordinary Course of Business and (b) are not subject to any known refunds or adjustments or any defenses, rights of set off, assignment, restrictions, security interests or other Liens. Except as set forth in Schedule 4.20(a), as expressly set forth on the face of the Interim Financial Statements or, following the Effective Date, the books of the Company and the Company Subsidiaries, neither the Company nor the Company Subsidiaries has received written notice from or on behalf of any obligor of any such accounts receivable that such obligor is unwilling or unable to pay a material portion of such accounts receivable, except for any accounts receivable the failure of which to be paid would not reasonably be expected to have a Material Adverse Effect. Since the date of the Balance Sheet Date, there have not been any write-offs as uncollectible of any customer accounts receivable and there are no disputes regarding the collectability of any such accounts receivable. The Company and the Company Subsidiaries has not factored any of its accounts receivable. Except as set forth in Schedule 4.20(b), to the Company’s Knowledge, (i) the obligors in respect of the Company’s and the Company Subsidiaries’ accounts receivables are not in or subject to a bankruptcy or insolvency proceeding and (ii) none of the Company’s and the Company Subsidiaries’ accounts receivables have been made subject to an assignment for the benefit of creditors.

4.21 Retainage. Schedule 4.21 sets forth, as of the Effective Date, the retainage amounts held by customers of the Company and the Company Subsidiaries pending completion of the applicable project, which has been calculated in accordance with GAAP, together with a description of the Contracts relating thereto.

4.22 Related Party Transactions. Except as set forth in Schedule 4.22, the Company and the Company Subsidiaries are not party to any material Contract with any of their officers, directors, stockholders, partners or members or any of the Sellers or Blocker Seller other than (i) transactions whereby a Seller has acquired or sold any Company Interests or other equity securities of the Company and (ii) employment and similar arrangements (including any Employee Plan). Except with respect to as set forth on Schedule 4.22, no Seller, nor any officer, director, stockholder, partner or member of any Seller (“Related Persons”) (a) owes any amount to the Company or the Company Subsidiaries, (b) is involved in any business arrangement or other relationship with the Company or the Company Subsidiaries, (c) owns any property or right, tangible or intangible, that is used by the Company or the Company Subsidiaries or (d) owns any direct or indirect interest of any kind in, or controls or is a director, officer, employee, stockholder, partner or member of, or consultant to, or lender to or borrower from, or has the right to participate in the profits of, any Person which is a competitor, supplier, customer, landlord, tenant, creditor or debtor of the Company or the Company Subsidiaries (other than in connection with ownership of stock of a publicly traded company). None of the Company nor any of the Company Subsidiaries owes any amount to, or has committed to make any loan or extend or guarantee credit to or for the benefit of, any Related Person.

4.23 Brokers. Except for J.P. Morgan Securities LLC, no broker, finder or similar agent has been employed by or on behalf of the Company and the Company Subsidiaries, and no Person with which the Company and the Company Subsidiaries have had any dealings or communications of any kind is entitled to any brokerage commission, finder’s fee or similar fee in connection with this Agreement or the Transactions.

4.24 Company Information. None of the information supplied or to be supplied by the Company or any of its Affiliates relating to the Company or the Company Subsidiaries or any of their respective equityholders, members, control Persons and Representatives expressly for inclusion in the filings with the SEC contemplated by this Agreement, mailings to the Buyer’s stockholders with respect to the Offer, or the redemption of the Offering Shares, any supplements thereto and/or in any other document filed with any Governmental Authority in connection herewith (including the Proxy Statement), will, at the date of filing or mailing, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (subject to the qualifications and limitations set forth in the materials provided by the Company or that are included in such filings and/or mailings). No representation or warranty is made by the Company or the Company Subsidiaries or any of their respective Affiliates or Representatives with respect to statements made or incorporated by reference therein based on information supplied or to be supplied by, or on behalf of, the Buyer or any of its Affiliates or Representatives or any other Person.

4.25 Bank Accounts. Schedule 4.25 sets forth a true and complete list showing the names of all banks in which the Company and each of the Company Subsidiaries has an account or safe deposit box and the names of all Persons authorized to draw thereon.

4.26 Ethical Practices. No member, partner, shareholder, officer, manager or director of the Company or any of the Company Subsidiaries has offered or given, and to the Company’s Knowledge, none of the Company or any of the Company Subsidiaries or any Person on their behalf has offered or given any money or anything of value to any Person: (a) for the purpose of influencing any action or decision of any official of a Governmental Authority, in his or her official capacity, including a decision to fail to perform his or her official function; (b) for the purpose of inducing such Person to use his or its influence with any Governmental Authority to affect or influence any act or decision of such Governmental Authority to assist the Company or any of the Company Subsidiaries in obtaining or retaining business for, or with, or directing business to, any Person; or (c) where such offering, gift or payment would constitute a bribe, kickback or illegal or improper payment to assist the Company or any of the Company Subsidiaries in obtaining or retaining business for, or with, or directing business to, any Person.

4.27 Service Warranties. To the Company’s Knowledge, Schedule 4.27 sets forth an accurate description of any material warranty claims made in writing since December 31, 2015, alleging a material breach of any service warranty provided by the Company or any of the Company Subsidiaries.

4.28 No Other Representations and Warranties. THE COMPANY, ON BEHALF OF ITSELF AND ITS AFFILIATES AND REPRESENTATIVES ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS AND WARRANTIES MADE BY THE BUYER IN ARTICLE VI (AS MODIFIED BY THE DISCLOSURE LETTER) AND THE ANCILLARY AGREEMENTS ARE THE EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY THE BUYER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE VI (AS MODIFIED BY THE DISCLOSURE LETTER) AND THE ANCILLARY AGREEMENTS, THE COMPANY, ON BEHALF OF ITSELF AND ITS AFFILIATES AND REPRESENTATIVES HEREBY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY INCLUDED IN THIS AGREEMENT WHETHER OR NOT MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE COMPANY, ON BEHALF OF ITSELF AND ITS AFFILIATES AND REPRESENTATIVES OR ANY OTHER PERSON, INCLUDING ANY WARRANTY REGARDING ANY PRO FORMA FINANCIAL INFORMATION, FINANCIAL PROJECTIONS OR OTHER FORWARD-LOOKING STATEMENTS PROVIDED BY OR ON BEHALF OF THE BUYER, WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED OR STATUTORY WARRANTY WHATSOEVER WITH RESPECT TO THE BUYER, ITS BUSINESS AND ANY OF ITS ASSETS OR PROPERTIES, INCLUDING ANY REAL OR PERSONAL PROPERTY OR ANY FIXTURES. NEITHER THE COMPANY NOR ANY OTHER PERSON ACTING ON ITS BEHALF HAS RELIED ON ANY INFORMATION OR ANY REPRESENTATION OR WARRANTY NOT SET FORTH IN ARTICLE VI (AS MODIFIED BY THE DISCLOSURE LETTER) AND THE ANCILLARY AGREEMENTS.

ARTICLE V

representations and warranties OF the BLOCKER

Except as set forth in the Disclosure Letter, the Blocker represents and warrants to the Buyer on the Effective Date and as of the Closing Date (except for representations and warranties that are made as of a specific date, which are made only as of such date) as follows:

5.1 Existence and Good Standing. The Blocker is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and has full limited liability power and authority to own, lease or otherwise hold its properties and assets and to conduct its business as presently conducted.

5.2 Authority, Validity and Enforceability. Other than the adoption of this Agreement by the Blocker Seller as the sole equityholder of the Blocker in connection with the First Blocker Merger (which will be effected promptly following execution of this Agreement), (a) the Blocker has full limited liability company power and authority to own, lease or otherwise hold its properties and assets and to conduct its business as presently conducted. The Blocker has the requisite power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements to which the Blocker is or will become a party and to consummate the Transactions, (b) the execution and delivery of this Agreement and the Ancillary Agreements to which the Blocker is or will become a party and the consummation of the Transactions have been duly and validly authorized by all necessary action on the part of the Blocker, and (c) no other action is necessary on the part of the Blocker to authorize this Agreement and the Ancillary Agreements to which the Blocker is or will become a party and to consummate the Transactions. The Blocker has duly executed and delivered this Agreement and at or prior to the Closing will duly execute and deliver the Ancillary Agreements to which the Blocker will become a party and assuming due authorization, execution and delivery by each other party hereto or thereto, this Agreement constitutes and upon execution and delivery of the Ancillary Agreements to which the Blocker is or will become a party, each such Ancillary Agreement will constitute, a legal, valid and binding obligation of the Blocker, enforceable against the Blocker in accordance with their respective terms, except as limited by the General Enforceability Exceptions.

5.3 Title. Following the Pre-Closing Reorganization and as of immediately prior to the Closing, the Blocker will have good title to the Company Units denoted as held by the Blocker in the Company A&R Regulations, free and clear of all Liens (other than Liens consisting of restrictions on transfer generally arising under applicable Federal Securities Laws or state securities Law).

5.4 Capitalization. As of the Effective Date, the Blocker Interests are duly authorized and validly issued and fully paid. The Blocker Interests represent the only outstanding equity interests of the Blocker and are held by the Blocker Seller. Other than the Blocker Interests, there are no (a) outstanding securities of the Blocker having the right to vote on any matters on which the holders of equity securities of the Blocker may vote or which are convertible into or exchangeable for, at any time, equity securities of the Blocker, (b) options, warrants, calls, subscriptions or other rights, agreements or commitments obligating the Blocker to issue, deliver or sell, or cause to be issued, delivered or sold, any equity securities of the Blocker, (c) outstanding contractual obligations of the Blocker to repurchase, redeem or otherwise acquire any equity securities or securities convertible into or exchangeable for equity securities of the Blocker, and (d) voting trusts or other agreements or understandings to which the Blocker is a party or by which the Blocker is bound with respect to the voting, transfer or other disposition of its equity securities.

5.5 No Conflict; Required Filings and Consents.

(a) Neither the execution and delivery of this Agreement by the Blocker or the Blocker Seller, nor the execution and delivery of the Ancillary Agreements to which the Blocker or Blocker Seller is or will become a party, nor consummation by the Blocker or the Blocker Seller of the Transactions, nor compliance by the Blocker or the Blocker Seller with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of the Organizational Documents of the Blocker, (ii) conflict with, constitute or result in a material breach (with or without the lapse of time, the giving of notice or both) of any term, condition or provision of, or constitute a material default (with or without the lapse of time, the giving of notice or both) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation or imposition of any Lien upon any property or assets of the Blocker (including the Company Units following adoption of the Company A&R Regulations) pursuant to any Contract to which the Blocker is a party or by which any of the Company Units held by the Blocker following the adoption of the Company A&R Regulations may be subject, or (iii) assuming receipt of the Consents listed in Schedule 5.5(b), conflict with, violate, or result in a breach (with or without the lapse of time, the giving of notice or both) of any material Order or Law applicable to the Blocker or any of its properties or assets (including the Company Units following adoption of the Company A&R Regulations).

(b) Other than the adoption of this Agreement by the Blocker Seller as the sole equityholder of the Blocker in connection with the First Blocker Merger (which will be effected promptly following execution of this Agreement), no consent is required to be obtained by the Blocker for the execution, delivery or performance of this Agreement and the Ancillary Agreements to which the Blocker is or will become a party and the consummation of the Transactions except (i) as set forth in Schedule 5.5(b), (ii) as required under the HSR Act and the foreign antitrust or competition Laws set forth on Schedule 5.5(b), or (iii) those the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have Material Adverse Effect.

5.6 Taxes. Notwithstanding anything to the contrary contained in this Agreement (including any other representations and warranties contained in this Agreement), the representations and warranties contained in this Section 5.6 are the sole and exclusive representations and warranties made by the Blocker relating to tax matters, including compliance with and liabilities arising under Tax Laws. Except as set forth in Schedule 5.6:

(a) The Blocker has filed all income and other material Tax Returns that the Blocker was required to file and has paid all Taxes due and payable (whether or not shown on any Tax Return). All such Tax Returns were correct and complete in all material respects.

(b) The Blocker has not agreed to any extension or waiver of the statute of limitations applicable to any Tax Return, or agreed to any extension of time with respect to a Tax assessment or deficiency, which period (after giving effect to such extension or waiver) has not yet expired, in each case other than any extension of time granted for filing a Tax Return.

(c) The Blocker is not a party to any Tax allocation or sharing agreement other than any Commercial Tax Agreement. All amounts payable with respect to (or by reference to) Taxes pursuant to any Commercial Tax Agreement have been timely paid in accordance with the terms of such Commercial Tax Agreement.

(d) There are no Liens (other than Permitted Liens) for unpaid Taxes on the assets of the Blocker.

(e) As of the Effective Date, there is no Action currently pending or, to the actual knowledge of the Blocker, threatened with respect to the Blocker in respect of any Tax.

(f) The Blocker (i) has not been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code and (ii) has no liability for Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law) as a transferee or successor or by contract other than any Commercial Tax Agreement.

(g) The Blocker’s only asset has been a direct or indirect interest in the Company.

5.7 No Prior Activates. The Blocker was formed on December 3, 2014 as an investment vehicle and, as of the Effective Date, has not engaged in any business activities or conducted any operations other than those arising from or relating to its ownership of a direct or indirect equity interest in the Company.

5.8 Litigation and Orders. There are no Actions pending or, to the knowledge of the Blocker, threatened against the Blocker or its assets, properties or business, in each case that, (a) challenge or seek to enjoin, alter or materially delay the Transactions or (b) if adversely decided, would reasonably be expected to be material to the Blocker. The Blocker is not subject to any unsatisfied Order.

5.9 Blocker Information. None of the information supplied or to be supplied by the Blocker or any of its Affiliates relating to the Blocker or any its equityholders, members, control Persons and Representatives expressly for inclusion in the filings with the SEC contemplated by this Agreement, mailings to the Buyer’s stockholders with respect to the Offer, or the redemption of the Offering Shares, any supplements thereto and/or in any other document filed with any Governmental Authority in connection herewith (including the Proxy Statement), will, at the date of filing or mailing, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (subject to the qualifications and limitations set forth in the materials provided by the Blocker or that are included in such filings and/or mailings). No representation or warranty is made by the Blocker or any of its Affiliates or Representatives with respect to statements made or incorporated by reference therein based on information supplied or to be supplied by, or on behalf of, the Buyer or any of its Affiliates or Representatives or any other Person.

5.10 Brokers. Except for J.P. Morgan Securities LLC, no broker, finder or similar agent has been employed by or on behalf of the Blocker, and no Person with which the Blocker has had any dealings or communications of any kind is entitled to any brokerage commission or finder’s or similar fee in connection with this Agreement or the Transactions for which the Blocker, the Company or the Company Subsidiaries are liable for.

5.11 No Other Representations and Warranties. THE BLOCKER, ON BEHALF OF ITSELF AND ITS AFFILIATES AND REPRESENTATIVES ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS AND WARRANTIES MADE BY THE BUYER IN ARTICLE VI (AS MODIFIED BY THE DISCLOSURE LETTER) AND THE ANCILLARY AGREEMENTS ARE THE EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY THE BUYER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE VI (AS MODIFIED BY THE DISCLOSURE LETTER) AND THE ANCILLARY AGREEMENTS, THE BLOCKER, ON BEHALF OF ITSELF AND ITS AFFILIATES AND REPRESENTATIVES HEREBY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY INCLUDED IN THIS AGREEMENT WHETHER OR NOT MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BLOCKER, ON BEHALF OF ITSELF AND ITS AFFILIATES AND REPRESENTATIVES OR ANY OTHER PERSON, INCLUDING ANY WARRANTY REGARDING ANY PRO FORMA FINANCIAL INFORMATION, FINANCIAL PROJECTIONS OR OTHER FORWARD-LOOKING STATEMENTS PROVIDED BY OR ON BEHALF OF THE BUYER, WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED OR STATUTORY WARRANTY WHATSOEVER WITH RESPECT TO THE BUYER AND ANY OF ITS ASSETS OR PROPERTIES, INCLUDING ANY REAL OR PERSONAL PROPERTY OR ANY FIXTURES. NEITHER THE BLOCKER NOR ANY OTHER PERSON ACTING ON ITS BEHALF HAS RELIED ON ANY INFORMATION OR ANY REPRESENTATION OR WARRANTY NOT SET FORTH IN ARTICLE VI (AS MODIFIED BY THE DISCLOSURE LETTER) AND THE ANCILLARY AGREEMENTS.

ARTICLE VI
representations and warranties of THE buyer
AND THE BLOCKER MERGER SUB

Except as set forth or incorporated by reference in the Buyer SEC Reports (excluding disclosures referred to in any “Risk Factors” or any forward looking statements contained therein) or set forth in the Disclosure Letter, the Buyer and the Blocker Merger Sub jointly and severally represent and warrant to the Sellers on the Effective Date and as of the Closing Date (except for representations and warranties that are made as of a specific date, which are made only as of such date) as follows:

6.1 Investor Representations. The Acquired Company Units and Blocker Interests are being acquired solely for investment for the Buyer’s own account, not as a nominee or agent and not with a view to the resale or distribution of any part thereof, and the Buyer has no present intention of selling, granting a participation in, or otherwise distributing the same. The Buyer understands that neither the Acquired Company Units nor the Blocker Interests have been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Buyer’s representations as expressed herein. The Buyer understands that the Acquired Company Units are “restricted securities” under applicable U.S. federal and state securities Laws and that, pursuant to these laws, the Buyer must hold the Acquired Company Units indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Buyer understands that no public market now exists for the Acquired Company Units and neither the Blocker nor the Company has not made any assurances that a public market will ever exist for the Acquired Company Units. The Buyer is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

6.2 Existence and Good Standing. As of the Effective Date, the Buyer is a Cayman Islands exempted company duly organized, validly existing and in good standing under the Laws of the Cayman Islands. The Buyer is duly qualified to do business, and is in good standing, in each jurisdiction in which the character of the properties owned or leased by it or in which the conduct of its business requires it to be so qualified. At the Closing, the Buyer will be a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Blocker Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware.

6.3 Validity and Enforceability. Other than the adoption of this Agreement by the Buyer as the sole member of the Blocker Merger Sub in connection with the First Blocker Merger (which will be effected promptly following execution of this Agreement), each of the Buyer and the Blocker Merger Sub has the requisite power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements to which such Party is or will become a party and to consummate the Transactions and (b) the execution and delivery of this Agreement and the Ancillary Agreements to which the Buyer and the Blocker Merger Sub is or will become a party and the consummation of the Transactions have been duly and validly authorized by all necessary action on the part of such Party. This Agreement and the Ancillary Agreements to which the Buyer or the Blocker Merger Sub is or will become a party have been duly executed and delivered by such Party and, assuming due authorization, execution and delivery by the Sellers and the Blocker, represent the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with their respective terms, except as limited by the General Enforceability Exceptions.

6.4 No Conflict; Required Filings and Consents.

(a) Neither the execution and delivery of this Agreement or the Ancillary Agreements to which it is or will become a party by the Buyer or the Blocker Merger Sub, nor the consummation by the Buyer or the Blocker Merger Sub of the Transactions, nor compliance by the Buyer or the Blocker Merger Sub with any of the provisions hereof, will (i) conflict with or result in a breach of any provisions of the Buyer Governing Documents or the governing documents of the Blocker Merger Sub, (ii) conflict with, constitute or result in a material breach (with or without the lapse of time, the giving of notice or both) of any term, condition or provision of, or constitute a material default (with or without the lapse of time, the giving of notice or both) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation or imposition of any Lien upon any property or assets of the Buyer, the Surviving Company, the Company or the Company Subsidiaries, pursuant to any Contract to which Buyer or the Blocker Merger Sub is a party or by which it or any of its properties or assets may be subject, or (iii) subject to receipt of the requisite approvals referred to in Schedule 6.4(b), violate any Order or Law applicable to the Buyer or the Blocker Merger Sub or any of their respective properties or assets.

(b) Other than the adoption of this Agreement by the Blocker Seller as the sole equityholder of the Blocker in connection with the First Blocker Merger (which will be effected promptly following execution of this Agreement), and as set forth in Schedule 6.4(b) and as required under the HSR Act, no Consent is necessary for the consummation by the Buyer of the transactions contemplated in this Agreement.

6.5 Capitalization. As of the Effective Date, (a) the authorized capital stock of the Buyer consists of (i) 200,000,000 Buyer Class A Shares (of which 34,500,000 shares are issued and outstanding, and all of which are validly issued, fully paid and non-assessable) and (ii) 20,000,000 Buyer Class B Shares (of which 8,625,000 shares are issued and outstanding, and all of which are validly issued, fully paid and non-assessable), and (iii) 1,000,000 shares of preferred stock, par value $0.0001 per share (of which none are issued or outstanding) and (b) 17,433,333 Buyer Class A Shares are issuable in respect of Public Warrants and Sponsor Warrants. Upon the effectiveness of the Domestication, (a) the authorized capital stock of the Buyer will consist of (i) 200,000,000 shares of Buyer Class A Common Stock (of which 34,500,000 shares will be issued and outstanding), (ii) 20,000,000 shares of Buyer Initial Class B Common Stock (of which 8,625,000 shares will be issued and outstanding upon Domestication, and all of which will be converted into Buyer Class A Common Stock as of the Closing) and (iii) 1,000,000 shares of preferred stock, par value $0.0001 per share (of which none will be issued or outstanding), and (b) 17,433,333 shares of Buyer Class A Common Stock will be issuable in respect of Public Warrants and Sponsor Warrants. As of the Closing, (a) the authorized capital stock of the Buyer will consist of (i) 400,000,000 shares of Buyer Class A Common Stock, (ii) a number of shares of Buyer Class B Common Stock equal to not less than the number of Retained Company Units, of which the only shares outstanding shall be those issued to the Continuing Members in accordance with the Transactions, and (iii) 1,000,000 shares of preferred stock, par value $0.0001, (b) up to 18,933,333 shares of Buyer Class A Common Stock will be issuable in respect of Public Warrants and Sponsor Warrants and (c) all outstanding shares of Buyer Initial Class B Common Stock shall have been converted into shares of Buyer Class A Common Stock. No shares of the Buyer Capital Stock are held in the treasury of the Buyer. Except for the Offer and the Transactions and except for the Sponsor Warrants and the Public Warrants noted above, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Buyer or obligating the Buyer to issue or sell any shares of capital stock of, or other equity interests in, the Buyer. All Buyer Capital Stock subject to issuance, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Buyer to repurchase, redeem or otherwise acquire any shares of Buyer Capital Stock (except for the Offer and as disclosed in the Buyer SEC Reports). There are no outstanding contractual obligations of the Buyer to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Person. To the Buyer’s knowledge, except for the Amended Founder Letter Agreement, there are no outstanding proxies, voting agreements or other agreements or arrangements relating to any equity securities of the Buyer. There are no outstanding securities of the Buyer having the right to vote on any matters on which the holders of equity securities of the Buyer may vote or which are convertible into or exchangeable for, at any time, equity securities of the Buyer.

6.6 Litigation. There are no Actions currently pending or, to the knowledge of Buyer, threatened against the Buyer or the Blocker Merger Sub or any of their respective assets, properties or business, in each case that, (a) challenge or seek to enjoin, alter or materially delay the Transactions or (b) if adversely decided, would reasonably be expected to be material to the Buyer or the Blocker Merger Sub.

6.7 SEC Filings and Financial Statements.

(a) The Buyer has timely filed all forms, reports and documents required to be filed by it with the SEC since November 2, 2017, together with any amendments, restatements or supplements thereto, and all such forms, reports and documents required to be filed subsequent to the Effective Date will be timely filed (the “Additional Buyer SEC Reports”). The Buyer has provided to the Sellers, in the form filed with the SEC, except to the extent available in full without redaction on the SEC’s EDGAR website, (i) its Annual Reports on Form 10-K for the fiscal year ended December 31, 2017 and (ii) the Prospectus, all registration statements and other forms, reports and documents filed by the Buyer with the SEC since its inception (the forms, reports and other documents referred to in clauses (i) through (ii) above being, collectively, the “Buyer SEC Reports”). The Buyer SEC Reports were, and the Additional Buyer SEC Reports will be, prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder. The Buyer SEC Reports did not, and the Additional Buyer SEC Reports will not, at the time they were or are filed, as the case may be, with the SEC (except to the extent that information contained (i) in any Buyer SEC Report has been superseded by a later timely filed the Buyer SEC Report or (ii) in any Additional Buyer SEC Report is superseded by a later timely filed Additional Buyer SEC Report) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

(b) Each of the financial statements (including, in each case, any notes thereto) contained in the Buyer SEC Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations and cash flows of the Buyer as at the respective dates thereof and for the respective periods indicated therein.

(c) Except as and to the extent set forth on the balance sheet of the Buyer as at December 31, 2017, including the notes thereto (the “Buyer Balance Sheet”), the Buyer has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for: (i) liabilities and obligations incurred since the date of the Buyer Balance Sheet in the Ordinary Course of Business which are not, individually or in the aggregate, material to the Buyer; (ii) liabilities and obligations incurred in connection with the Transactions; and (iii) liabilities and obligations which are not, individually or in the aggregate, material to the Buyer.

(d) All comment letters received by the Buyer from the SEC or the staff thereof since its inception and all responses to such comment letters filed by or on behalf of the Buyer are publicly available on the SEC’s EDGAR website.

(e) To the Buyer’s knowledge, since November 2, 2017, each director and executive officer of the Buyer has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

(f) Since November 2, 2017, the Buyer has timely filed and made available to the Company all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) with respect to any Buyer SEC Report. Each such certification is true and correct. The Buyer maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are reasonably designed to ensure that all material information concerning the Buyer is made known on a timely basis to the individuals responsible for the preparation of the Buyer’s SEC filings and other public disclosure documents. Buyer has made available to the Seller, complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. As used in this Section 6.7, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

(g) The Buyer maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. The Buyer has designed and maintains a system of internal controls over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Buyer maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (iii) access to assets is permitted only in accordance with management’s general or specific authorization.

(h) All non-audit services were approved by the audit committee of the Buyer Board. The Buyer has no off-balance sheet arrangements.

(i) Neither the Buyer nor, to the Buyer’s knowledge, any of its Representatives has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Buyer or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Buyer has engaged in questionable accounting or auditing practices. No attorney representing the Buyer, whether or not employed by the Buyer, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Buyer or any of its officers, directors, employees or agents to the Buyer Board (or any committee thereof) or to any director or officer of the Buyer. Since the Buyer’s inception, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel and the Buyer Board or any committee thereof.

(j) To the Buyer’s knowledge, no employee of the Buyer has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. Neither the Buyer nor any officer, employee, contractor, subcontractor or agent of the Buyer has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Buyer in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a).

(k) All accounts payable of the Buyer reflected on the Buyer Balance Sheet or arising thereafter are the result of bona fide transactions in the Ordinary Course of Business. Since the date of the Buyer Balance Sheet, the Buyer has not altered in any material respects its practices for the payment of such accounts payable, including the timing of such payment.

6.8 No Prior Activities; Ownership of the Blocker Merger Sub.

(a) Blocker Merger Sub was formed solely for the purpose of engaging in the First Blocker Merger, has not engaged in any business activities or conducted any operations other than in connection with the Transactions and will have no assets, liabilities or obligations other than those contemplated by this Agreement.

(b) All the issued and outstanding equity interests of the Blocker Merger Sub are, and as of the First Blocker Merger Effective Time will be, owned of record and beneficially by the Buyer.

6.9 Buyer Trust Amount. As of the Effective Date, the Buyer Trust Amount is $349,273,100.59.

6.10 Subscription Agreements. The Buyer has delivered to the Sellers true and complete copies of the Subscription Agreements as in effect as of the Effective Date. As of the Effective Date, assuming the representations and warranties of the parties thereto (other than the Buyer) are true and correct, each Subscription Agreement is in full force and effect and is a legal, valid and binding obligation of the Buyer, and to the Buyer’s knowledge, the other parties thereto, except as such enforcement may be limited by the General Enforceability Exceptions. Except as set forth in the Subscription Agreements, there are no (a) conditions precedent to the respective obligations of the subscribers therein specified in the Subscription Agreements to consummate the transactions contemplated by the Subscription Agreements or (b) contractual contingencies under any agreements, side letters or arrangements relating to the Equity Financing to which the Buyer or any of its Affiliates is a party that would (i) permit the subscribers specified in the Subscription Agreements to reduce the total amount of shares of Buyer Class A Common Stock to be acquired by such Person, (ii) that would require the Buyer, the Company or the Company Subsidiaries to incur any additional liability or obligation in respect of the Equity Financing or (iii) materially and adversely affect the ability to consummate the Equity Financing or change any other material terms.

6.11 Brokers. No broker, finder or similar agent has been employed by or on behalf of the Buyer or the Blocker Merger Sub, and no Person with which the Sponsor, the Buyer or the Blocker Merger Sub has had any dealings or communications of any kind is entitled to any brokerage commission, or finder’s fee or similar fee in connection with this Agreement or the Transactions for which a Party or any of its Subsidiaries or Affiliates shall be liable for.

6.12 Independent Investigation; No Reliance. In connection with its investment decision, the Buyer and the Blocker Merger Sub and their respective Representatives have inspected and conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Blocker, the Company and the Company Subsidiaries as desired by the Buyer and the Blocker Merger Sub. The Each of the Buyer and the Blocker Merger Sub acknowledges and agrees that the acquisition of the Acquired Company Units and Blocker Interests by the Buyer and the consummation of the transactions contemplated hereby by the Buyer and the Blocker Merger Sub are not done in reliance upon any representation or warranty by, or information from, the Sellers, the Company, the Blocker or any other Person, whether oral or written, express or implied, except for the representations and warranties by the Sellers, the Company and the Blocker, as applicable, specifically and expressly set forth in Article III, Article IV and Article V (in each case, as modified by the Disclosure Letter) and the Ancillary Agreements, and each of the Buyer and the Blocker Merger Sub acknowledges and agrees that the Sellers, the Company and the Blocker expressly disclaim any other representation and warranties. Each of the Buyer and the Blocker Merger Sub acknowledges and agrees that none of the Sellers, the Company or the Blocker has made, and neither the Buyer nor the Blocker Merger Sub is relying on, any representations or warranties to the Sponsor, the Buyer, the Blocker Merger Sub or any of their respective Representatives or Affiliates regarding the pro forma financial information, cost estimates, financial or other projections, forecasts, estimates, budgets, plans or any other forward-looking statements of, or the probable future success or profitability of the Blocker, the Company, the Company Subsidiaries or their respective businesses after the Closing. Each of the Buyer and the Blocker Merger Sub further acknowledges that none of the Sellers, the Company or the Blocker has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, the Company Subsidiaries or their respective businesses or the transactions contemplated by this Agreement, except for the representations and warranties by the Sellers, the Company and the Blocker, as applicable, specifically and expressly set forth in Article III, Article IV, and Article V (in each case, as modified by the Disclosure Letter) and the Ancillary Agreements, and none of the Sellers, the Company, the Blocker or any other Person will have or be subject to any liability to the Buyer or any other Person resulting from the distribution to the Sponsor, the Buyer or the Blocker Merger Sub or their respective Representatives or the Sponsor’s, the Buyer’s or the Blocker Merger Sub’s use of any such other information, including any confidential information memoranda distributed on behalf of the Blocker or the Company relating to their respective businesses or other publications or data room (including any electronic or “virtual” data room) information provided or made available to the Sponsor, the Buyer or the Blocker Merger Sub and their respective Representatives, or any other document or information in any form provided or made available to the Sponsor, the Buyer and the Blocker Merger Sub or their respective Representatives, including management presentations, confidential information memorandums, teasers or “break-out” discussions, in response to diligence or other questions submitted by or on behalf of the Buyer and the Blocker Merger Sub (whether orally or in writing), or in any other form in expectation of the transactions contemplated hereby. Each of the Buyer and the Blocker Merger Sub acknowledges that, should the Closing occur, the Buyer will acquire the Acquired Company Units, the Blocker, the Company and the Company Subsidiaries without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, in an “as is” condition and on a “where is” basis, except for the representations and warranties by the Sellers, the Company and the Blocker, as applicable, specifically and expressly set forth in Article III, Article IV and Article V (in each case, as modified by the Disclosure Letter) and the Ancillary Agreements.

ARTICLE VII
covenants and agreements

7.1 Interim Operations of the Company. From the Effective Date until the Closing Date or the earlier valid termination of this Agreement pursuant to Article IX, the Company will, and will cause the Company Subsidiaries to, operate and carry on the Company’s and the Company Subsidiaries’ operations in the Ordinary Course of Business and use commercially reasonable efforts to (1) preserve the present business operations, organization and goodwill of the Company and the Company Subsidiaries, and (2) preserve the present relationships with those Persons having material business relationships with the Company or any such Company Subsidiaries. Without limiting the generality of the foregoing, except (x) as set forth in Schedule 7.1, (y) as expressly contemplated by this Agreement or any Ancillary Agreement, or (z) with the prior consent of the Buyer (which consent, other than in the case of Sections 7.1(b), (h), (i), (j), (s), (t) and, solely with respect to the foregoing clauses, Section 7.1(u), shall not be unreasonably withheld, conditioned or delayed), the Company will not and will not permit any Company Subsidiary to take any of the following actions:

(a) (i) acquire, or dispose of, any property or assets having a fair market value in excess of $2,000,000 individually or $5,000,000 in the aggregate, except in the Ordinary Course of Business and for fair value, (ii) mortgage or encumber any property or assets (other than Permitted Liens), except in the Ordinary Course of Business, or (iii) cancel any debts owed to or claims held by the Company or the Company Subsidiaries, except in the Ordinary Course of Business;

(b) borrow any amount or incur any liability or obligation in excess of $2,500,000 other than borrowings under lines of credit existing on such date, obligations under customer contracts or other liabilities incurred in the Ordinary Course of Business that do not exceed $10,000,000 in the aggregate;

(c) enter into any agreement that would constitute a Material Contract, except agreements made in the Ordinary Course of Business;

(d) terminate or amend in a manner adverse to the Company any Material Contract except as required by the terms of such Material Contract;

(e) acquire any real estate or enter into any new lease with an annual cost greater than $1,000,000 per year;

(f) engage in any transactions or enter into any agreement (or amend or modify any existing agreement) with any Affiliates of the Company (excluding any intercompany agreements or Employee Plans), except to the extent required by Law or any existing agreement as of the Effective Date;

(g) make any material change to its accounting methods, principles or practices, except as may be required by GAAP or other applicable Law;

(h) make any amendment to, waive or, to the extent the Company is aware of a breach or threatened breach of a material provision of its Organizational Documents or fail to seek to enforce such material provision pursuant to the terms of its Organizational Documents;

(i) make any distributions of assets (other than cash) to the Sellers or any of their Affiliates;

(j) issue or sell any equity interests or options, warrants or other rights to purchase any equity interests of the Company or the Company Subsidiaries or split, combine or subdivide the equity interests of the Company or the Company Subsidiaries;

(k) make any new commitments for capital expenditure (other than capitalized software in the Ordinary Course of Business) in excess of $2,000,000 individually or $5,000,000 in the aggregate;

(l) (i) enter into any agreement with any Taxing Authority with respect to any Tax or Tax Returns of the Company or the Company Subsidiaries, (ii) surrender a right of the Company or any Company Subsidiary to a Tax refund, (iii) change an accounting period of the Company or any Company Subsidiary with respect to any Tax except as required by Law, (iv) file an amended Tax Return for the Company or any Company Subsidiary, (v) make (other than in the Ordinary Course of Business) any election with respect to Taxes or Tax Returns of the Company or any Company Subsidiary, (vi) change or revoke any election with respect to Taxes or Tax Returns of the Company or any Company Subsidiary except as required by Law, or (vii) extend the applicable statute of limitations with respect to any Tax of the Company or any Company Subsidiary other than in the Ordinary Course of Business, in the case of each of clauses (i)-(vii), if such action could reasonably be expected to have an adverse Tax impact on the Buyer or any of its Affiliates;

(m) waive, release, compromise, settle or make any payments in respect of any pending or threatened Actions except for Actions (i) with respect to which an insurer has the right to control the decision or settle or (ii) as to which the settlement does not materially restrict the operations of the Company or the Company Subsidiaries and involves the monetary payment, prior to the Closing, of less than $2,000,000;

(n) write down the value of any tangible asset or assets in excess of $1,000,000 individually or $5,000,000 in the aggregate other than in the Ordinary Course of Business;

(o) except as required by Law or required by any existing Contract or Employee Plan, (i) increase the salary or other compensation (including any bonuses paid, other than any bonuses paid in connection with this Transaction or bonus amounts paid in the Ordinary Course of Business based on 2018 year-end performance) of any corporate officer, manager, consultant or employee who was paid or is expected to be paid more than $175,000 annually, in each case other than any field employees, operational personnel, project managers or operational managers, (ii) make or grant any increase in any Employee Plan, or amend or terminate any existing material Employee Plan, or adopt any new material Employee Plan or (iv) make any commitment or incur any liability to any labor organization;

(p) amend or terminate any collective bargaining agreement or adopt any new Employee Plan or collective bargaining agreement or, in either case, otherwise agree to do so in the future;

(q) hire any corporate officer, manager or other employee with an annual base salary greater than $200,000, in each case other than any field employees, operational personnel, project managers, or operational managers;

(r) terminate the employment of any executive officer for any reason other than for cause;

(s) make, or commit to make, any acquisition (including, by merger, consolidation or acquisition of stock or assets) of any corporation, partnership or other business organization or entity or division thereof or otherwise enter into a new line of business or abandon or discontinue an existing line of business;

(t) adopt a plan of complete or partial liquidation; or

(u) enter into any agreement or commitment to do any of the foregoing, or knowingly take any action or fail to take any action that would result in any of the foregoing.

7.2 Interim Operations of the Blocker. From the Effective Date until the Closing Date or the earlier valid termination of this Agreement pursuant to Article IX, except (w) as set forth in Schedule 7.2, (x) as expressly contemplated by this Agreement or any Ancillary Agreement, or (z) with the prior consent of the Buyer, the Blocker Seller will not permit the Blocker to take any of the following actions:

(a) (i) acquire, or dispose of, any material property or assets or (ii) mortgage or encumber any property or assets (other than Permitted Liens);

(b) enter into any Contract;

(c) engage in any transactions with, or enter into any agreement (or amend or modify any existing agreement) with, any Affiliates of the Blocker (excluding any intercompany agreements), except to the extent required by Law or any agreement that will terminate at or before the Closing;

(d) make any amendment to, waive or, to the extent the Blocker is aware of a breach or threatened breach of a material provision of its Organizational Documents or fail to seek to enforce such material provision pursuant to the terms of its Organizational Documents;

(e) issue or sell any equity interests or options, warrants or other rights to purchase any equity interests of the Blocker or split, combine or subdivide the equity interests of the Blocker;

(f) make any material change to its accounting methods, principles or practices, except as may be required by GAAP or other applicable Law;

(g) make, or commit to make, any acquisition (including by merger, consolidation or acquisition of stock or assets) of any corporation, partnership or other business organization or entity or division thereof or otherwise enter into a new line of business or abandon or discontinue an existing line of business;

(h) undertake any operations or actions, except for operations or actions as are reasonable and appropriate in furtherance of the Transactions; or

(i) enter into any agreement to do any of the foregoing, or take any action or fail to take any action that would result in any of the foregoing.

7.3 Reasonable Access; Confidentiality Agreement.

(a) From the Effective Date until the Closing or the earlier termination of this Agreement pursuant to Article IX, subject to applicable Law, the Company shall give, and shall cause the Company Subsidiaries to give, the Buyer and its Representatives upon reasonable advance written notice to the Company or its Representatives access during reasonable times to the assets, facilities, properties, books, records, agreements and financial, operating and other data of the Company and the Company Subsidiaries and such other relevant information and materials as may be reasonably requested (including the ability to make copies and abstracts thereof, at the Buyer’s sole cost and expense) so that the Buyer may make such inspections (but excluding sampling or testing of the Environment without the Company’s prior written consent) thereof as the Buyer may reasonably require.

(b) Any information provided to or obtained by the Buyer or its Representatives pursuant to Section 7.3(a) will be subject to the letter agreement, dated April 3, 2018, entered into by the Buyer or an Affiliate of the Buyer for the benefit of the Company (the “Confidentiality Agreement”), and must be held by the Buyer in accordance with and be subject to the terms of the Confidentiality Agreement.

(c) The Buyer agrees to be bound by and comply with the provisions set forth in the Confidentiality Agreement as if such provisions were set forth herein, and such provisions are hereby incorporated herein by reference.

7.4 HSR and Other Regulatory Filings. The Blocker Seller, the Blocker, the Company, the Blocker Merger Sub and the Buyer shall, as promptly as practicable, but in no event later than two Business Days following the execution and delivery of this Agreement, submit all filings required by the HSR Act to the DOJ and the Federal Trade Commission, as appropriate, and thereafter provide any supplemental information requested in connection therewith pursuant to the HSR Act and make any similar filing within, to the extent reasonably practicable, a similar time frame with any other Governmental Authority for which such filing is required. Any such notification and report form and supplemental information will be in substantial compliance with the requirements of the HSR Act or other applicable competition Laws. The Blocker Seller, the Blocker, the Company, the Blocker Merger Sub and the Buyer shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act or other applicable competition Laws. The Blocker Seller, the Blocker, the Company, the Blocker Merger Sub and the Buyer shall (a) request early termination of the applicable waiting period under the HSR Act and any other applicable competition Laws, (b) respond with reasonable diligence to any request for additional information made in response to such filings or in information requests made by any other Governmental Authority, (c) keep each other apprised of any communications with, and inquiries or requests for additional information from, the DOJ, the Federal Trade Commission or any other Governmental Authority, (d) comply with any inquiry or request made thereby and (e) cooperate to the extent reasonable under the circumstances in complying with any inquiry or request made thereby. The Buyer shall take any and all steps necessary to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Authority or any other Person so as to enable the Parties to expeditiously close the Transactions, including, after consultation with the Company and the Sellers Representative, (i) withdrawing and re-filing any filing with the DOJ and Federal Trade Commission, and (ii) consenting to and consummating any divestiture or other structural or conduct relief in order to obtain clearance from any Governmental Authority. The Buyer and the Company shall contest, administratively or in court, any Action by any Governmental Authority or any other Person preventing the Transactions. The Buyer shall bear the costs and expenses in connection with the preparation or the making of any filing under the HSR Act or other applicable competition Laws, or resolving any Action by any Governmental Authority under the HSR Act or other applicable competition Laws with respect to the Transactions.

7.5 Publicity.

(a) Except as may be required to comply with (i) the requirements of applicable Law, (ii) applicable rules and regulations of any stock exchange upon which the securities of a Party are listed or (iii) the requirements of this Section 7.5 and Section 7.10, the Parties shall not issue any press release or other public statement relating to the subject matter of this Agreement or the Transactions without the prior written approval (which approval will not be unreasonably withheld, conditioned or delayed) of, in the case of a press release or other public announcement by the Buyer or the Blocker Merger Sub, the Sellers, and in the case of a press release or other public announcement by the Blocker, the Company or the Sellers, the Buyer.

(b) Other than press releases and public announcements undertaken in accordance with Section 7.5(a), no Party shall make any statement to any third party with respect to this Agreement, the existence of this Agreement or the Transactions (including the Proxy Statement) or, disclose to any third party any confidential information of the other Party (or in the case of the Buyer, of the Company or the Company Subsidiaries) without the prior written consent of the other Party, which statement or disclosure, in the event consent is obtained, shall be subject to the terms of the Confidentiality Agreement; provided, however, that (notwithstanding the limitations regarding such disclosures under the Confidentiality Agreement) this provision shall not apply to disclosures (i) of publicly-available information or to disclosures by either Party to its respective legal and financial advisors (including those providing valuation analysis), (ii) to Financing Sources, or (iii) in connection with seeking any consent with respect to the Transactions, in each case, so long as the same are obligated to maintain the confidentiality of any nonpublic information so provided.

7.6 Records.

(a) In addition to the covenants in Article VII, with respect to the financial books and records and minute books of the Company and the Company Subsidiaries in existence at the Closing that are required to be retained under current retention policies: (i) for a period of six years after the Closing Date, the Buyer shall not cause or permit their destruction or disposal without first offering to surrender them to the Sellers; and (ii) where there is legitimate purpose, including an audit of any of the Sellers by the IRS or any other Taxing Authority or an Action involving any of the Sellers or a claim or dispute relating to this Agreement, the Buyer shall allow the Sellers and their respective Representatives access to such books and records during regular business hours. After such six-year period, the Buyer may dispose of any such books and records; provided, that the Buyer shall give at least 30 days’ prior written notice of such intention to dispose to the Sellers Representative, and the Sellers Representative shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as it may elect.

(b) As soon as reasonably practicable after the Effective Date the Company shall deliver to the Buyer true and complete electronic copies of the data room onto CD-ROM.

7.7 Financing Cooperation.

(a) The Company agrees to use commercially reasonable efforts to provide such assistance (and to cause the Company Subsidiaries’ and its and their respective Representatives to provide such assistance) at the Buyer’s sole cost and expense, with any Financing Sources in connection with the Transactions as is reasonably requested by the Buyer and in connection with the arrangement and consummation of the Equity Financing. Such assistance shall include the following: (i) as promptly as reasonably practicable, furnishing the Buyer and the Financing Sources with financial and other pertinent information that are in the possession or control of the Company or the Company Subsidiaries, regarding the Company and the Company Subsidiaries that are deemed necessary in the Buyer’s reasonable judgment, (ii) reasonably assisting with the preparation of lender and investor presentations, rating agency presentations, and similar documents and materials, in connection with the proposed financing and otherwise reasonably cooperating with the marketing efforts of the Buyer and the Financing Sources for any portion of such financing, as applicable, including providing the business description to be contained therein and providing and executing customary authorization letters with respect thereto, (iii) participating in a reasonable number of meetings, drafting sessions, due diligence meetings and presentations with prospective lenders, and sessions with ratings agencies, in each case upon reasonable notice and at mutually agreeable dates and times in connection with the Equity Financing, (iv) delivering to the Buyer, within the time period specified in any debt commitment letter, all documentation and other information relating to the Company and the Company Subsidiaries required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, to the extent such documentation and other information is deemed necessary by any Financing Source, (v) cooperating with the Financing Sources’ reasonable due diligence investigation and evaluation of the assets and properties of the Company and the Company Subsidiaries for the purpose of establishing collateral arrangements and otherwise reasonably facilitating the pledging of collateral (it being understood that no such pledging of collateral will be effective until at or after the Closing) (including obtaining for delivery at or immediately following the Closing the certificates representing equity interests constituting collateral) and (vi) executing and delivering as of (but not before) the Closing definitive debt financing documents (which will not be effective before the Closing), including credit agreements, intercreditor agreements, guarantee agreements, pledge and security documents (including intellectual property filings with respect to intellectual property constituting collateral), corporate authorizations, secretary’s certificates (attaching such corporate authorizations, organizational documents and evidence of incumbency) or other certificates or documents, to the extent deemed necessary by the Buyer and otherwise using commercially reasonable efforts to facilitate the granting or perfection of collateral to secure any portion of the financings contemplated by the any debt commitment letters (or any permitted replacement thereof). The Company will consent to the use of all of its and the Company’s Subsidiaries’ logos in connection with the Financing Sources; provided, that such logos are used solely in a manner that is not reasonably likely to harm or disparage the Company or the Company Subsidiaries or the reputation or goodwill of the Company or any of the Company Subsidiaries.

(b) Notwithstanding anything to the contrary, this Section 7.7 shall not be deemed to obligate any Seller, the Company, the Company Subsidiaries or any of their respective Affiliates to (i) agree to Equity Financing that is not conditioned upon the Closing and that does not terminate without liability to the Sellers, the Company, or the Company Subsidiaries or any of their respective Affiliates upon the termination of this Agreement, (ii) pay any commitment or other similar fee, or (iii) be required to incur any other Liability in connection with the Equity Financing unless reimbursed and indemnified in full by the Buyer to the satisfaction of the Sellers Representative.

(c) The Company’s and the Company Subsidiaries’ cooperation pursuant to this Section 7.7 shall be at the Buyer’s written request with reasonable prior notice. The Company will consent to the use of all of its and the Company’s Subsidiaries’ logos in connection with the Financing Sources; provided, that such logos are used solely in a manner that is not reasonably likely to harm or disparage the Company or the Company Subsidiaries or the reputation or goodwill of the Company or any of the Company Subsidiaries. The Buyer shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Equity Financing.

7.8 Notice of Events. Prior to the Closing, the Buyer, on the one hand, and the Company, on the other hand, shall reasonably promptly notify the other Party in writing of (a) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause any condition set forth in Section 8.1, Section 8.2 or Section 8.3 as applicable, to not be satisfied, (b) any material Actions in connection with the Transactions commenced or, to the actual knowledge of the Buyer or to the Company’s Knowledge, threatened against the Buyer, the Blocker Merger Sub, the Company or any of the Company Subsidiaries, as the case may be, or (c) any written notice or other written material communication from any Governmental Authority in connection with the Transactions; provided, that a Party’s good-faith failure to comply with this Section 7.8 shall not provide the other Party the right to terminate this Agreement or to abandon the Transactions.

7.9 D&O Indemnification Matters.

(a) For a period of six years after the Closing Date, the Buyer shall, and shall cause the Surviving Corporation, the Company and the Company Subsidiaries, as applicable, to, indemnify and hold harmless, and provide advancement of expenses to, all of the respective past and present directors, officers and employees of the Blocker, the Company and the Company Subsidiaries (collectively, the “Indemnitees”) to the same extent the Indemnitees are entitled to be indemnified or have the right to advancement of expenses pursuant to the certificates of incorporation, certificate of formation, bylaws, limited liability company agreement or similar organizational or governing documents of the Blocker, the Company and the Company Subsidiaries, as applicable, and indemnification agreements with any of the Blocker, the Company or the Company Subsidiaries, as applicable, in existence on the Effective Date with, or for the benefit of, any Indemnitee for acts or omissions occurring on or prior to the Closing Date.

(b) Except as required by applicable Law, for a period of six years after the Closing Date, the Buyer shall not, and shall not permit the Surviving Corporation, the Company and the Company Subsidiaries to, amend, repeal or modify any provision providing for rights to indemnification and exculpation from liability for acts or omissions occurring on or prior to the Closing Date now existing in favor of the Indemnitees contained in the certificates of incorporation, certificate of formation, bylaws, limited liability company agreement or similar organizational or governing documents of the Blocker, Company and the Company Subsidiaries, as applicable, and indemnification agreements with any of the Blocker, the Company or the Company Subsidiaries, as applicable, in existence on the Effective Date with, or for the benefit of, any Indemnitee for acts or omissions occurring on or prior to the Closing Date; provided, that if any claims are made or asserted within such six-year period, all rights in respect of any such claims will continue until the full disposition of all such claims.

(c) At or prior to the Closing, the Company and the Company Subsidiaries shall, obtain an irrevocable “tail” officers’ and directors’ liability insurance policy (the “D&O Tail”) naming the Indemnitees as direct beneficiaries with a claims period of at least six years from the Closing Date in respect of acts or omissions occurring on or prior to the Closing Date, and such policy must contain terms with respect to coverage and be in an amount not less favorable than the officers’ and directors’ liability insurance policy maintained by the Blocker, the Company and the Company Subsidiaries in existence on the Effective Date. The Buyer shall cause the Blocker, the Company and the Company Subsidiaries to maintain the D&O Tail in full force and effect, for its full term.

(d) If the Surviving Corporation, the Company or any Company Subsidiary or any of their successors or assigns (i) consolidates with or merges into any other Person and will not be the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, to the extent necessary, the Buyer shall cause proper provision to be made so that the successors and assigns of, as the case may be, assume the obligations set forth in this Section 7.9.

(e) The rights of all of the respective past and present directors, officers and employees of the Blocker, the Company and the Company Subsidiaries under this Section 7.9 are in addition to any rights such Persons may have under such Peron’s certificates of incorporation, certificate of formation, bylaws, limited liability company agreement or similar organizational or governing documents and indemnification agreements, if any, in existence on the Effective Date, or under applicable Law. Notwithstanding Section 11.5, the provisions of this Section 7.9 are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her Representatives and are in addition to, and not in substitution for, any other right to indemnification or contribution that any such Person may have by contract or otherwise.

7.10 Further Action. Subject to the terms and conditions herein provided, during the period from the Effective Date through the Closing or the earlier valid termination of this Agreement pursuant to Article IX, each of the Parties shall execute and deliver such documents and take such further actions as may be reasonably necessary or desirable to carry out the provisions hereof and the Transactions. Upon the terms and subject to the conditions hereof, each of the Parties shall use commercially reasonable efforts under the circumstances including by taking, or causing to be taken, all actions and to do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the Transactions, including using commercially reasonable efforts to (i) obtain all necessary Consents from any Person, including Governmental Authorities, and making of all filings and the taking of all steps as may be necessary to obtain such Consents or to avoid an Action by any Governmental Authority, (ii) defend any Actions, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed and (iii) fulfill all conditions to the consummation of the Transactions. Without limiting the generality of the foregoing, the Company shall, and shall cause the Company Subsidiaries and each of their respective officers and employees to, use commercially reasonable efforts to provide to the Buyer such customary cooperation reasonably requested by the Buyer in connection with the solicitation of proxies to obtain the Buyer Stockholder Approval, including attending and participating in such presentations, meetings and roadshows reasonably requested by the Buyer and providing such information, financial or otherwise, reasonably requested by the Buyer in connection therewith.

7.11 Employee Benefit Matters.

(a) For a period of one year following the Closing Date, the Buyer shall (or shall cause its Affiliates to) provide the employees of the Company and the Company Subsidiaries who remain employed by the Company, the Company Subsidiaries or the Buyer (collectively, the “Covered Employees”) with (i) base salary or wages, as applicable, that is no less favorable in the aggregate than each such Covered Employee’s total cash compensation immediately prior to the Closing Date, and (ii) employee benefits (excluding any equity-based compensation, synthetic equity, and defined benefit plan benefits) that are no less favorable in the aggregate than those provided to the Covered Employees immediately prior to the Closing Date.

(b) With respect to any employee benefit plan, program or arrangement of the Buyer and its Affiliates in which any Covered Employee first becomes eligible to participate on or after the Closing Date (a “Buyer Plan”), the Buyer shall (or shall cause its Affiliates to) use commercially reasonable efforts to: (i) waive all pre-existing condition exclusions or limitations and waiting periods with respect to participation and coverage requirements applicable to each such Covered Employee and his or her eligible dependents under any such Buyer Plan providing health or welfare benefits, except to the extent such pre-existing condition exclusions or limitations or waiting periods applied immediately prior to the Closing Date under an analogous Employee Plan; (ii) provide such Covered Employee and his or her eligible dependents with credit for any co-payments, co-insurance and deductibles paid prior to becoming eligible to participate in any such Buyer Plan providing group health and welfare benefits under the analogous Employee Plan (to the same extent that such credit was given under such Employee Plan) in satisfying any applicable deductible requirements under such Buyer Plan during the plan year in which such participation begins; and (iii) recognize all service of such Covered Employees with the Company, the Company Subsidiaries and their predecessors (including recognition of all prior service with any entity that was recognized by the Company or the Company Subsidiaries prior to the Closing Date), for purposes of eligibility and vesting under any Buyer Plan (other than for purposes of benefit accruals under a defined benefit plan, equity based or other incentive compensation plans, or any retiree health or welfare plan or arrangement and except to the extent such service recognition would result in a duplication of benefits), to the extent that such service was recognized for such purpose under an analogous Employee Plan.

(c) No provision in this Section 7.11 will (i) create any third-party beneficiary or other rights in any current or former employee (including any beneficiary or dependent thereof) of the Company, the Company Subsidiaries or any other Person other than the Parties and their respective successors and permitted assigns, (ii) constitute or create or be deemed to constitute or create an employment agreement or (iii) constitute or be deemed to constitute an amendment to any employee benefit plan sponsored or maintained by the Buyer, the Company or the Company Subsidiaries. The provisions set forth in this Section 7.11 shall not apply to any Covered Employee who: (i) has an existing employment agreement with the Company or Company Subsidiaries to the extent the terms of this Section 7.11 conflict with such employment agreement or (ii) enters into an employment agreement with the Company, the Company Subsidiaries or the Buyer at or following the Closing.

7.12 Exclusivity.

(a) From the Effective Date until the Closing or the earlier valid termination of this Agreement pursuant to Article IX, except for the transactions contemplated by this Agreement, the Blocker, the Sellers and the Company shall not, and shall not permit the Company Subsidiaries, or their respective Affiliates and Representatives to, directly or indirectly, solicit, initiate, respond to, encourage the submission of or enter into any negotiation, discussion, contract, agreement, instrument, arrangement, communication or understanding with any Person, or provide information or documentation to any other Person, with respect to any business combination transaction, including any acquisition of, or investment in the Blocker, the Company and the Company Subsidiaries, whether by way of sale or exchange of capital stock or other equity interests, sale of assets, merger, consolidation, business combination, recapitalization or otherwise.

(b) From the Effective Date until the Closing or the earlier valid termination of this Agreement in accordance with Article IX, the Buyer shall not take, nor permit any of its Affiliates or its or their respective Representatives to take, any action to initiate, respond to, encourage the submission of, solicit or engage in discussions or negotiations with, or provide any information to or enter into any agreement with, any Person (other than the Sellers, as applicable) concerning, in the case of the Buyer, any alternative business combination transaction involving the Buyer, including any purchase or sale of all or any material part of the equity or assets of the Buyer or any other Person, whether by merger, combination or recapitalization of the Buyer or any Subsidiary thereof (each such transaction, a “Buyer Acquisition Transaction”).

7.13 Confidentiality. Each of the Sellers agrees that, from and after the Closing, without the prior written consent of the Buyer, such Sellers will not disclose to any other Person any Confidential Information, except to the extent such disclosure is (a) required by Law or Order (in which event such Sellers will, to the extent permitted by Law or the applicable Order, promptly inform the Buyer in advance of any such required disclosure, will cooperate, at the Buyer’s sole expense, with the Buyer in all reasonable ways in obtaining a protective order or other protection in respect of such required disclosure, and will limit such disclosure to only the portion of such information which it is legally compelled to disclose, and inform the recipient of such disclosure that such information is to be kept confidential), (b) required to defend any Action made or taken against such Sellers or otherwise involving such Seller, (c) required to enforce such Seller’s rights under this Agreement or the Ancillary Agreements, (d) required to comply with reporting obligations pursuant to any securities Laws applicable to such Sellers, (e) to such Seller’s direct and indirect equityholders, members, managers, directors, officers, and professional advisors, in each case with a bona fide need to know or to the extent of a pre-existing contractual right to know or (f) required to comply with Sellers’ obligations to the Company or any Company Subsidiary; provided, that such Persons have agreed to the confidentiality restrictions contained herein or are otherwise obligated to maintain the confidentiality of the Confidential Information under equivalent terms of confidentiality.

7.14 The Proxy.

(a) As promptly as practicable after the Effective Date, the Buyer shall file with the SEC a proxy statement relating to the Offer and the Transactions (as amended or supplemented from time to time, the “Proxy Statement”) and provide holders of Buyer Class A Shares with the opportunity to redeem their Buyer Class A Shares initially sold in Buyer’s initial public offering (the “Offering Shares”) in conjunction with a stockholder vote on the Transactions, all in accordance with and as required by the applicable Organizational Documents of the Buyer (including the Prospectus) (the “Buyer Governing Documents”), applicable Law, and any applicable rules and regulations of the SEC and the Stock Exchange.

(b) The Buyer shall not terminate or withdraw the Offer other than in connection with the valid termination of this Agreement in accordance with Article IX. The Buyer shall extend the Offer for any period required by any rule, Law, regulation, interpretation or position of the SEC, the Stock Exchange or the respective staff thereof that is applicable to the Offer. Nothing in this Section 7.14(b) shall (i) impose any obligation on the Buyer to extend the Offer beyond the Termination Date (as the same may be extended upon the mutual written consent of the Buyer and the Company), or (ii) be deemed to impair, limit or otherwise restrict in any manner the right of the Buyer to terminate this Agreement in accordance with Article IX.

(c) The Proxy Statement, the Buyer shall (i) seek (A) approval of this Agreement by the holders of shares of Buyer Capital Stock in accordance with applicable Law and the Stock Exchange rules and regulations, including approval of the issuance of shares of Buyer Class A Common Stock pursuant to the First Blocker Merger and the Exchange Agreement, (B) adoption of the Buyer A&R Certificate of Incorporation, (C) approval of the new omnibus equity incentive plan, the form of which is attached as Exhibit K (the “Management Incentive Plan”), that, among other things, provides for a grant of shares of Buyer Class A Common Stock to employees of the Company or the Company Subsidiaries in the form of stock options, restricted stock units, restricted stock or other equity-based awards, (E) to appoint, and designate the classes of, the members of the Buyer Board, in each case as set forth on Annex I hereto, subject to any changes as the Parties may mutually agree from time to time, (F) to the extent necessary, approval of the issuance of Buyer Class A Shares pursuant to any Subscription Agreements by the holders of shares of Buyer Capital Stock in accordance with applicable Law and exchange rules and regulations, and (G) to obtain any and all other approvals necessary or advisable to effect the consummation of the Transactions, and (ii) file with the SEC financial and other information about the Transactions in accordance with applicable proxy solicitation rules set forth in the Buyer’s Bylaws, the Exchange Act or otherwise. Except with respect to the information provided by the Sellers for inclusion in the Proxy Statement, the Buyer shall ensure that, when filed, the Proxy Statement will comply in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. The Buyer shall cause the Proxy Statement to be disseminated as promptly as practicable to the Buyer’s equityholders after the Proxy Statement is cleared by the SEC for mailing as and to the extent such dissemination is required by United States federal securities laws and the rules and regulations of the SEC and the Stock Exchange promulgated thereunder or otherwise (the “Federal Securities Laws”), and the Buyer shall take all actions necessary in accordance with applicable Law and the Buyer Governing Documents to duly call, give notice of, convene and hold as soon as reasonably practicable (on a date selected by the Buyer and reasonably acceptable to the Sellers a special meeting of the Buyer’s stockholders solely for the purpose of obtaining the Buyer Stockholder Approval and obtaining the approval of the Buyer’s stockholders with respect to the other matters contemplated to be included in the Proxy Statement in accordance with the terms of this Agreement. The Buyer may, without the prior consent of the Sellers, make one or more successive postponements or adjournments of such special meeting (i) if required by applicable Law or a request from the SEC or its staff, (ii) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement that the Buyer Board, after consultation with its outside legal counsel, has determined in good faith, is required by applicable Law is provided to the Buyer’s shareholders, or (iii) if, on a date for which such special meeting is scheduled, the Buyer has not received proxies representing a sufficient number of shares of Buyer Capital Stock to obtain the Buyer Stockholder Approval, whether or not a quorum is present; provided, that (A) the duration of any such adjournment or postponement shall be limited to the minimum duration reasonably necessary to remedy the circumstances giving rise to such adjournment or postponement, (B) no single such adjournment or postponement shall be for more than five Business Days except as may be required by Federal Securities Laws, and (C) in the case of clause (iii), such special meeting shall not be postponed to later than the date that is ten Business Days after the date for which such special meeting was originally scheduled without the prior written consent of the Sellers. All other postponements or adjournments shall require the prior written consent of the Sellers. The Buyer shall ensure that such special meeting is called, noticed, convened, held and conducted, and that all Persons solicited in connection with such special meeting are solicited, in compliance with all applicable Laws.

(d) The Sellers shall promptly provide to the Buyer such information concerning the Sellers, the Company and the Company Subsidiaries as is either required by Federal Securities Laws or reasonably requested by the Buyer for inclusion in the Proxy Statement. Subject to the Seller’s compliance with the immediately preceding sentence with respect to the information provided or to be provided by the Sellers for inclusion in the Proxy Statement, the Buyer shall cause the Proxy Statement to comply in all material respects with the Federal Securities Laws. The Buyer shall provide copies of the proposed forms of the Proxy Statement (including any amendments or supplements thereto) to the Sellers such that the Sellers, the Company, the Company Subsidiaries and their respective Representatives are afforded a reasonable amount of time prior to the dissemination or filing thereof to review such material and comment thereon prior to such dissemination or filing, and the Buyer shall reasonably consider in good faith any comments of such Persons. The Buyer and the Sellers shall cooperate to respond promptly to any comments of the SEC or its staff with respect to the Offer or the Proxy Statement and promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by the Federal Securities Laws. The Buyer shall amend or supplement the Proxy Statement and cause the Proxy Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of Buyer Capital Stock, in each case as and to the extent required by the Federal Securities Laws and subject to the terms and conditions of this Agreement and the applicable Buyer Governing Documents. The Buyer shall provide the Sellers, the Company, the Company Subsidiaries and their respective Representatives with copies of any written comments, and shall inform them of any material oral comments, that the Buyer or any of its Representatives receive from the SEC or its staff with respect to the Offer or the Proxy Statement promptly after the receipt of such comments and shall give the Sellers, the Company and the Company Subsidiaries a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, and the Buyer shall reasonably consider in good faith any comments of such Persons. The Buyer shall use commercially reasonable efforts to cause the Proxy Statement to “clear” comments from the SEC and its staff and to permit the Seller, the Company, the Company Subsidiaries and their respective Representatives to participate with the Buyer or its Representatives in any discussions or meetings with the SEC and its staff. The Sellers shall, and shall cause the Company and the Company Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Buyer and its Representatives in connection with the drafting of the public filings with respect to the Transactions (including the Proxy Statement) and responding in a timely manner to comments from the SEC.

(e) If at any time prior to the Closing, any information relating to the Buyer, the Company, or any of their respective Subsidiaries, Affiliates, officers or directors, should be discovered by the Buyer or any Seller, as applicable, that should be set forth in an amendment or supplement to the Proxy Statement, so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify each other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Buyer.

(f) Subject to the second sentence of this Section 7.14(f), but notwithstanding anything else to the contrary in this Agreement or any Ancillary Agreement, the Buyer shall not make any public filing with respect to the Transactions (including the Proxy Statement) without the prior written consent of the Sellers. The Buyer may make any public filing with respect to the Transactions to the extent required by applicable Law, provided, that the Sellers shall, in any event, be consulted in order to determine the extent to which any such filing is required by applicable Law and to the extent such filing is jointly determined by the Sellers and the Buyer to be not so required, such filing shall not be made.

7.15 Stockholder Vote; Recommendation of the Board of the Buyer. Except as expressly required or permitted by the terms of this Agreement or consented to in writing by the Sellers, from and after the Effective Date, the Buyer shall not directly or indirectly subject this Agreement or the Transactions or any other transaction or matter to any vote, consent or approval of the direct or indirect holders of capital stock of the Buyer. Subject to this Section 7.15, the Buyer Board shall recommend that the Buyer’s stockholders vote in favor of, and shall solicit proxies from the Buyer’s stockholders in favor of, (a) approving this Agreement, including the issuance of shares of Buyer Class A Common Stock pursuant to the First Blocker Merger, the Exchange Agreement and the Invacor Transaction, (b) adopting the Buyer A&R Certificate of Incorporation, (c) approving the Management Incentive Plan, (d) appointing, and designating the classes of, the members of the Buyer Board in accordance with Annex I, (f) to the extent necessary, approving the issuance of shares of Buyer Class A Common Stock pursuant to any Subscription Agreements and in connection with or furtherance of the Invacor Transaction, and (g) consummation of the Transactions, and the Buyer shall include such recommendation in the Proxy Statement. Prior to the valid termination of this Agreement in accordance with Article IX, subject to this Section 7.15, neither the Buyer Board nor any committee or agent or Representative thereof shall (i) withdraw (or modify in any manner adverse to the Sellers), or propose to withdraw (or modify in any manner adverse to the Sellers), the board of director’s recommendation in favor of this Agreement and the Transactions, (ii) approve, recommend or declare advisable, or propose publicly to approve, recommend or declare advisable, any Buyer Acquisition Transaction, (iii) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Buyer to execute or enter into, any agreement related to a Buyer Acquisition Transaction, (iv) enter into any agreement, letter of intent, or agreement in principle requiring the Buyer to abandon, terminate or fail to consummate the Transactions or breach, in any material respect, its obligations hereunder, (v) fail to recommend against any Buyer Acquisition Transaction, (vi) fail to re-affirm the aforementioned board of director recommendation at the written request of the Company within five Business Days or (vii) resolve or agree to do any of the foregoing. Notwithstanding the foregoing, if at any time following the Effective Date and prior to obtaining the Buyer Stockholder Approval, the Buyer Board has determined in good faith, after consultation with its outside legal counsel and financial advisors, that failure to withdraw or modify its recommendations would reasonably be expected to be inconsistent with the directors’ exercise of their fiduciary duties under applicable Law, then the Buyer Board may withdraw or modify its recommendations so long as the Buyer (to the extent lawful and reasonably practicable) first provides the Sellers with at least 24 hours advance written notice of such withdrawal or modification.

7.16 Listing. From the Effective Date through the Closing, the Buyer shall use commercially reasonable efforts that are necessary for the Buyer to remain listed as a public company on, and for shares of Buyer Class A Shares to be tradable over the Stock Exchange.

7.17 Operations of the Buyer Prior to the Closing. From the Effective Date until the Closing Date or the earlier valid termination of this Agreement pursuant to Article IX, except (x) as necessary to effect the Domestication, (y) as contemplated by this Agreement or set forth on Schedule 7.17, or (z) with the prior consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), neither the Buyer nor the Blocker Merger Sub will take any of the following actions:

(a) make any amendment or modification to any of the Buyer Governing Documents or any of the governing documents of the Blocker Merger Sub;

(b) take any action in violation or contravention of any of the Buyer Governing Documents or the governing documents of the Blocker Merger Sub, applicable Law or any applicable rules and regulations of the SEC and the Stock Exchange;

(c) split, combine or reclassify the Buyer Capital Stock;

(d) make any amendment or modification to the Buyer Trust Agreement;

(e) effect any recapitalization, reclassification, equity split or like change in its capitalization;

(f) make or allow to be made any reduction in the Buyer Trust Amount, other than as expressly permitted by the Buyer Governing Documents;

(g) contact (or permit any of its employees, agents, representatives or Affiliates to contact) any customer, supplier, distributor, joint-venture partner, lessor, lender or other material business relation of the Company or the Company Subsidiaries regarding the Company, the Company Subsidiaries, its and their businesses or the Transactions;

(h) (i) incur any indebtedness or (ii) issue or sell any equity interests or options, warrants or other rights to purchase any equity interests of the Buyer, other than pursuant to the Equity Financing or the Invacor Agreement;

(i) undertake any operations or actions, except for operations or actions as are reasonable and appropriate in furtherance of the Transactions;

(j) hire any employee;

(k) amend, waive or terminate, in whole or in part, any Subscription Agreements or the Amended Founder Letter Agreement;

(l) establish any Subsidiary or acquire any interest in any asset;

(m) commence a public tender offer for the repurchase of the then-outstanding Public Warrants; or

(n) enter into any agreement to do any of the foregoing, or knowingly take any action or fail to take any action that would result in any of the foregoing.

7.18 Subscription Agreements. Without limitation of any provision in any Subscription Agreements, the Buyer hereby acknowledges and agrees that the Sellers have the right to cause the Buyer and the Sponsor to enforce the Buyer’s and the Sponsor’s rights and perform the Buyer’s obligations under each Subscription Agreement. Without the prior written consent of the Sellers, the Buyer shall not and shall not permit its Affiliates or its or their respective Representatives to amend, modify, terminate, assign or agree to any waiver under, in any manner materially adverse to the Sellers, any Subscription Agreement. The Buyer will promptly notify the Sellers if it has any reason to believe that any event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of the Buyer or to the Buyer’s knowledge, any other party thereto under any Subscription Agreement. The Buyer will also promptly notify the Sellers if it has any reasonable basis to believe that it or any other party thereto will be unable to satisfy on a timely basis any term of any Subscription Agreement.

7.19 Amended Founder Letter Agreement. Prior to the Closing, the Buyer shall enforce to the fullest extent permitted by Law the restrictions on transfer of the 8,625,000 Buyer Class B Shares held by the Sponsor and permitted assignees as well as the waiver of each such Person’s respective rights to redeem such shares, in accordance with the Amended Founder Letter Agreement, and each of the other obligations of the parties to the Amended Founder Letter Agreement, including such parties’ obligation to vote their shares of Buyer Capital Stock in favor of the Buyer Stockholder Approval and all of the other matters contemplated to be included in the Proxy Statement. Without the prior written consent of the Sellers, the Buyer shall not and shall not permit its Affiliates or its or their respective Representatives to amend, modify, terminate or agree to any waiver, in a manner adverse to the Sellers, under the Amended Founder Letter Agreement. The Buyer will promptly notify the Sellers if it has reason to believe that any event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of the Buyer or to the Buyer’s knowledge, any other party thereto under the Amended Founder Letter Agreement. The Buyer will also promptly notify the Sellers if it has any reason to believe that it or any other party thereto will be unable to satisfy on a timely basis any term of the Amended Founder Letter Agreement.

7.20 Communications. Without the prior written consent of the Sellers, from the Effective Date until the Closing, the Buyer shall not and shall not permit any of its Representatives or Affiliates to contact or communicate, directly or indirectly, whether in writing or verbally, with any employee, customer, provider or supplier of the Company or the Company Subsidiaries; provided, that with respect to communications with employees in connection with Transactions, such consent shall not be unreasonably withheld, conditioned or delayed.

7.21 Blocker Name Change. The Buyer acknowledges and agrees that the acquisition of the Blocker Interests does not grant or come with any rights in the name “OEP” or “One Equity Partners” or any derivations thereof. The Buyer, the Blocker and their Affiliates shall refrain from using such names or derivations after the Closing (except in reference to historical facts) and shall, within three Business Days after the Closing, change the legal name of the Blocker to a name that does not use such names or derivations.

7.22 Termination of Agreements. Effective upon the Closing, the Company shall, and shall cause the Company Subsidiaries to, terminate the Contracts with Affiliates set forth in Schedule 7.22, and shall, prior to the Closing, provide evidence of such termination to Buyer in form and substance reasonably satisfactory to the Buyer. None of the Buyer, the Company, the Company Subsidiaries or the Blocker will have any liability after the Closing with respect to any such Contracts.

7.23 Company A&R Regulations. Prior to the Closing, the Unit Sellers and the Blocker shall enter into the Company A&R Regulations, which shall convert all of the Company Interests into Company Units such that as of the Closing, the Company Units will represent the only issued and outstanding equity interests of the Company.

7.24 Use of Name. From and after the Closing, none of the Sellers nor any of their respective Affiliates will have any right to use the names “Strike,” “Bolt,” “Capstone Infrastructure,” “Crossfire,” “Delta” or similar names, and any service marks, trademarks, trade names, d/b/a names, fictitious names, identifying symbols, logos, emblems or signs containing or comprising the foregoing, or otherwise used in the Companies’ businesses, including any name or mark confusingly similar thereto (collectively, the “Company Marks”), and the Sellers shall not, and shall not permit any of their respective Affiliates to, use such name or any variation or simulation thereof. In furtherance thereof, as promptly as practicable, but no later than 120 days after the Closing Date, the Sellers shall, and shall cause their Affiliates to remove, strike over or otherwise eliminate all Company Marks from all materials owned by the Sellers or any of their respective Affiliates and used or displayed publicly including any sales and marketing materials, displays, signs, promotional materials and other materials. Further, at, or as promptly as practicable, but in no event later than twenty days after the Closing Date, the Sellers shall, and shall cause their Affiliates to, remove any Company Marks from its legal name by appropriate legal proceedings in the jurisdiction of its organization and in each jurisdiction where such entity has registered to do business.

7.25 Domestication. The Buyer shall, in accordance with applicable Law, any applicable rules and regulations of the SEC or the Stock Exchange and the Buyer Governing Documents, effect the Domestication and in furtherance thereof, shall file, prior to the Closing, a Certificate of Domestication with the Delaware Secretary of State, together with the Buyer Initial Certificate of Incorporation in the form attached hereto as Exhibit A-1.

7.26 Termination of Phantom Unit Plan. Effective upon the Closing and subject to the payment of the Phantom Unit Payments, the Company shall terminate the Phantom Unit Plan, and shall, prior to the Closing, provide evidence of such termination to Buyer in form and substance reasonably satisfactory to the Buyer. Except for the Phantom Unit Payments as set forth in Schedule 2.2(e), none of the Buyer, the Company or the Company Subsidiaries will have any liability after the Closing with respect to Phantom Unit Plan or any Phantom Units.

ARTICLE VIII
conditions to closing

8.1 Conditions to Obligations of the Parties. The respective obligations of the Parties to consummate the Transactions are subject to the satisfaction or waiver (if permitted by applicable Law) at or prior to the Closing of each of the following conditions:

(a) None of the Parties will be subject to any Order of a court of competent jurisdiction or Law that prohibits the consummation of the transactions contemplated by this Agreement. If any such Order has been issued, each Party shall use commercially reasonable efforts to have any such Order overturned or lifted.

(b) The applicable waiting period under the HSR Act will have expired or been terminated.

(c) The Buyer Stockholder Approval shall have been obtained.

(d) The Buyer Closing Cash shall not be less than the Minimum Cash Amount.

8.2 Conditions to Obligations of the Blocker, the Company and the Sellers. The obligations of the Blocker, the Company and the Sellers to consummate the Transactions are subject to the satisfaction or waiver (if permitted by applicable Law) at or prior to the Closing of each of the following additional conditions:

(a) Each of the representations and warranties contained in Article VI of this Agreement (without giving effect to any limitation as to “materiality” qualifiers) shall be true and correct in all respects at and as of the Effective Date and at and as of the Closing Date (except to the extent that any representation or warranty speaks as of an earlier date, in which case such representation or warranty shall be true only as of such earlier date), except for such inaccuracies that, individually or in the aggregate, would not materially and adversely affect the ability of the Buyer to consummate the Transactions; provided, that notwithstanding the foregoing, (i) each of the representations and warranties of the Buyer and the Blocker Merger Sub set forth in Sections 6.2 (Existence and Good Standing), 6.3 (Validity and Enforceability), 6.8(b) (No Prior Activities; Ownership of Blocker Merger Sub) and 6.11 (Brokers) (without giving effect to any limitation as to “materiality”) shall be true and correct in all material respects at and as of the Effective Date and at and as of the Closing Date (except to the extent that any representation or warranty speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects only as of such earlier date) and (ii) each of the representations and warranties set forth in Section 6.5 (Capitalization) shall be true and correct in all respects, except for inaccuracies that are de minimis in amount and effect, at and as of the Effective Date and at and as of the Closing Date (except to the extent that any representation or warranty speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects only as of such earlier date).

(b) The Buyer and the Blocker Merger Sub must have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing.

(c) The Unit Sellers shall have received the Cash Purchase Price in accordance with Section 2.2(a).

(d) The Blocker Seller shall have received the Blocker Cash Payment and the shares of Buyer Class A Common Stock in accordance with Section 2.1(a).

(e) The Continuing Members shall have been issued the shares of Buyer Class B Common Stock in accordance with Section 2.4.

(f) The Sellers shall have received a counterpart signature page for each Ancillary Agreement to which the Buyer is specified to be a party, duly executed by the Buyer as well as all other documents required to be delivered by the Buyer on or prior to the Closing Date pursuant to this Agreement or otherwise reasonably required in order to consummate the Transactions.

(g) The Sellers shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Buyer certifying (i) that attached thereto are true and complete copies of all resolutions adopted by the Buyer Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the Transactions, that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transactions and (ii) that to the knowledge and belief of such officer, the conditions specified in Section 8.2(a) and Section 8.2(b) have been fulfilled.

(h) The Sellers shall have received evidence of the resignations of each director, officer and employee of the Buyer, other than the Persons set forth in Schedule 8.2(h), each in form and substance reasonably satisfactory to the Sellers.

(i) The Buyer and the Continuing Members shall have entered into the Registration Rights Agreement in the form attached as Exhibit G.

(j) After giving effect to the Transactions, the Buyer will be listed as a public company on, and the shares of Buyer Class A Common Stock will be tradable over, the Stock Exchange.

(k) The Buyer A&R Certificate of Incorporation in the form attached as Exhibit A-2 shall have been adopted by the Buyer Board and approved by its stockholders, and the Buyer Bylaws shall have been adopted by the Buyer Board, and each shall be effective as of the Closing.

(l) The members of the Buyer Board, and any committees thereof, in each case as set forth on Annex I (subject to any changes thereto made in accordance with this Agreement), shall have been approved and appointed to their respective position(s) (including any role as chairman indicated thereon), and the Buyer shall have offered each of the same the opportunity to enter an agreement for indemnification (in addition to the indemnification provided for in the Buyer Governing Documents), effective as of the Closing and in the form attached as Exhibit L.

(m) The Management Incentive Plan shall have been approved by the Buyer’s stockholders, and the Buyer Board shall have recommended equity awards to be awarded to each individual set forth in Schedule 8.2(m) in the amount set forth opposite such individual’s name on Schedule 8.2(m); provided, however, that such awards will not be issued until approved by the Compensation Committee of the Buyer Board and a Registration Statement on Form S-8 has been filed with the SEC covering the shares of Buyer Capital Stock subject to such awards.

(n) The Amended Founder Letter Agreement shall remain in full force and effect, and the parties thereto shall be in compliance with the terms and conditions thereof in all material respects, and if the Sellers shall have exercised its rights to enforce the Amended Founder Agreement pursuant to the terms thereof and hereof, the parties thereto shall have complied with and consummated their respective obligations with respect thereto.

(o) Except for (i) the shares of Buyer Class A Common Stock to be issued in respect of the Buyer Class A Shares and Buyer Class B Shares outstanding as of the Effective Date, (ii) the shares of Buyer Class A Common Stock to be issued pursuant to the Subscription Agreements executed in connection with the Equity Financing and (iii) the shares of Buyer Class B Common Stock to be issued to the Continuing Members pursuant to this Agreement, from the Effective Date through the Closing no Buyer Capital Stock shall have been issued to any Person in an amount or on terms other than those approved with the prior written consent of the Sellers Representative (which consent shall not be unreasonably withheld, conditioned or delayed).

(p) The Offer shall have been completed in accordance with the Proxy Statement.

(q) The Continuing Members shall have received a fully-executed Lock-Up Agreement in the form attached hereto as Exhibit H.

(r) The Continuing Members and the Blocker Seller shall have received a fully-executed Investor Rights Agreement in the form attached hereto as Exhibit F.

8.3 Conditions to Obligations of the Buyer and the Blocker Merger Sub. The obligations of the Buyer and the Blocker Merger Sub to consummate the Transactions are subject to the satisfaction or waiver (if permitted by applicable Law) at or prior to the Closing of each of the following additional conditions:

(a) (i) The Company A&R Regulations shall reflect that (A) the number of Common Units outstanding shall be equal to the number of shares of Buyer Class A Common Stock and Buyer Class B Common Stock outstanding as of the Closing and (B) the Buyer is the holder of a number of Common Units equal to the number of shares of Buyer Class A Common Stock outstanding as of the Closing, in each case after giving effect to the Transactions, and (ii) the Buyer shall have received an assignment related to the Blocker Interests, duly executed by the Blocker Seller.

(b) Each of the representations and warranties contained in Article III, IV and V of this Agreement (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” qualifiers) shall be true and correct in all respects at and as of the Effective Date and at and as of the Closing Date (except to the extent that any representation or warranty speaks as of an earlier date, in which case such representation or warranty shall be true only as of such earlier date), except for such inaccuracies that, individually or in the aggregate, would not result in a Material Adverse Effect; provided, that notwithstanding the foregoing, (i) each of the representations and warranties set forth in Sections 3.1 (Existence and Good Standing, Capacity, Authority, Validity and Enforceability), 3.4 (Brokers), 4.1(a) and (b) (Existence and Good Standing; Books and Records), 4.2 (Authority, Validity and Enforceability), 4.23 (Brokers), 5.1 (Existence and Good Standing), 5.2 (Authority, Validity and Enforceability), 5.3 (Title) and 5.9 (Brokers) (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” qualifiers) shall be true and correct in all material respects at and as of the Effective Date and at and as of the Closing Date (except to the extent that any representation or warranty speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects only as of such earlier date) and (ii) each of the representations and warranties set forth in Sections 3.3 (Title) and 4.3(a) and (b) (Capitalization) shall be true and correct in all respects, except for inaccuracies that are de minimis in amount and effect, at and as of the Effective Date and at and as of the Closing Date (except to the extent that any representation or warranty speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects only as of such earlier date).

(c) Each of the Blocker, the Company and the Sellers must have performed in all material respects all obligations required to be performed by such Person under this Agreement at or prior to the Closing.

(d) The Buyer shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company, dated as of the Closing Date, certifying (i) as to the resolutions of the board of directors of the Company authorizing the execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party and (ii) that, to the knowledge and belief of such officer, the conditions specified in Section 8.3(b), Section 8.3(c) and Section 8.3(i) have been fulfilled.

(e) The Buyer shall have received a counterpart signature page for each Ancillary Agreement to which the Sellers or the Company is specified to be a party, duly executed by the Sellers or the Company as well as all other documents required to be delivered by the Sellers, the Company or the Company Subsidiaries on or prior to the Closing Date pursuant to this Agreement or otherwise reasonably required in order to consummate the Transactions.

(f) The Buyer shall have received evidence of the termination of the Contracts with Affiliates pursuant to Section 7.22.

(g) The Buyer shall have received certificates or non-foreign person affidavits sufficient to prevent the obligation of the Buyer to withhold any amounts under Sections 1445 or 1446(f) of the Code executed by Blocker Seller;

(h) The Buyer shall have received certificates or non-foreign person affidavits sufficient to prevent the obligation of the Buyer to withhold any amounts under Sections 1445 or 1446(f) of the Code executed by each Seller;

(i) There shall not have occurred a Material Adverse Effect since the Effective Date that is continuing and no Material Adverse Effect is reasonably expected to occur.

(j) The Buyer shall have received the Payoff Letters reflecting all Company Debt and evidence that all Liens associated with the Company Debt have been or are authorized to be released in full.

(k) The Company A&R Regulations shall have been amended and restated in the form attached hereto as Exhibit C and shall be in effect as of the Closing.

(l) The Buyer shall have received a fully-executed Lock-Up Agreement in the form attached hereto as Exhibit H.

(m) The Buyer shall have received a fully-executed Investor Rights Agreement from the Blocker Seller and the Continuing Members in the form attached hereto as Exhibit F.

(n) The Buyer shall have received fully-executed Restrictive Covenant Agreements from the Persons set forth on Schedule 8.3(n).

(o) The Buyer shall have received fully-executed employment agreements from the Persons set forth on Schedule 8.3(o) and amendments evidencing the termination or revised termination date, as applicable, of all other employment agreements between the Persons set forth on Schedule 8.3(o) and the Company or the Company Subsidiaries, each in form and substance materially agreed at the Effective Date.

8.4 Frustration of Closing Conditions. None of the Parties may rely on the failure of any condition set forth in Section 8.1, Section 8.2 or Section 8.3, as the case may be, to be satisfied if such failure was caused by such Party’s failure to comply with its respective obligations to consummate the Transactions as required by Section 7.10.

ARTICLE IX
termination of agreement

9.1 Right to Terminate. Notwithstanding any other provision of this Agreement, this Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date by:

(a) the mutual written consent of the Buyer and the Company;

(b) the Buyer or the Company, upon written notice to the other Parties, if the transactions contemplated by this Agreement have not been consummated on or prior to February 13, 2019 or such later date, if any, as the Buyer and the Company agree upon in writing (such date is referred to as the “Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(b) is not available to (i) the Buyer if the Buyer’s or the Blocker Merger Sub’s failure to comply in all material respects with the covenants and agreements contained in this Agreement results in or causes the failure of the transactions contemplated by this Agreement to be consummated by such time or (ii) the Company if the Blocker’s, the Company’s or the Sellers’ failure to comply in all material respects with the covenants and agreements results in or causes the failure of the transactions contemplated by this Agreement to be consummated by such time;

(c) the Buyer or the Company, upon written notice to the other Parties, if a Governmental Authority has issued an Order permanently making illegal the Transaction, enjoining, restricting or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, and such Order has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(c) is not available to any Party whose breach of any provision of this Agreement results in or causes such Order or such party is not in compliance with its obligations under Section 7.10;

(d) the Company if (i) the Buyer or the Blocker Merger Sub has materially breached or failed to perform any of its covenants or other agreements contained in this Agreement to be complied with by the Buyer such that the closing condition set forth in Section 8.2(b) would not be satisfied; or (ii) there exists a breach of any representation or warranty of the Buyer or the Blocker Merger Sub contained in this Agreement such that the closing condition set forth in Section 8.2(a) would not be satisfied, and, in the case of clauses (i) and (ii) of this Section 9.1(d), such breach or failure to perform has neither been waived by the Blocker, the Company and the Sellers nor cured within 30 days after receipt of written notice thereof (in which event, the Termination Date shall automatically be extended until the end of such 30-day period); or

(e) the Buyer if: (i)  the Blocker, the Company and the Sellers have breached or failed to perform any of their respective covenants or other agreements contained in this Agreement to be complied with by such Party such that the closing condition set forth in Section 8.3(c) would not be satisfied; or (ii) there exists a breach of any representation or warranty of the Blocker, the Company and the Sellers contained in this Agreement such that the closing condition set forth in Section 8.3(b) would not be satisfied, and, in the case of clauses (i) and (ii) of this Section 9.1(e), such breach or failure to perform has neither been waived by Buyer nor is cured within 30 days after receipt of written notice thereof (in which event the Termination Date shall automatically be extended until the end of such 30-day period).

9.2 Effect of Termination. In the event of termination of this Agreement pursuant to Section 9.1, the provisions of this Agreement will immediately become void and of no further force and effect (other than Section 7.3 (as such Section relates to confidentiality), Section 7.5, this Section 9.2 and Article IX, which will survive the termination of this Agreement); provided, however, that nothing herein will relieve any Party from any liability for any pre-termination willful breach or intentional fraud by such Party of its covenants or agreements prior to such termination.

ARTICLE X
Tax Matters

10.1 Tax Indemnity. Upon prior written demand, setting forth in reasonable detail the basis for the claim and containing reasonable substantiation of the amount of Buyer Tax Losses for which indemnification is claimed: (a) each Unit Seller shall severally (but not jointly and severally) indemnify, hold harmless and promptly pay the Buyer for any Indemnified Seller Taxes of such Unit Seller, (b) the Blocker Seller shall indemnify, hold harmless and promptly pay the Buyer for any Indemnified Blocker Taxes and (c) the Sellers shall severally (but not jointly and severally) indemnity, hold harmless and promptly pay the Buyer for any Indemnified Company Taxes, in each case, to the extent such Taxes are paid by the Buyer, the Company or any Company Subsidiary after the Closing and including reasonable out-of-pocket costs and expenses of contesting any audit or other Tax Matter that could result in the imposition of an Indemnified Tax (such costs and expense, together with Indemnified Taxes, shall be collectively, “Buyer Tax Losses”); provided, however, that, in no event will any Seller be required to pay an aggregate amount pursuant to this Section 10.1 in excess of the cash proceeds actually received by such Seller (in the case of Unit Sellers, in exchange for Acquired Company Units and, in the case of the Blocker Seller, in exchange for the Blocker Interests) under this Agreement.

10.2 Tax Returns. The Sellers Representative shall cause to be prepared (a) all required income Tax Returns of the Blocker for any Pre-Closing Tax Period (the “Blocker Income Returns”) and (b) all required income Tax Returns of the Company and the Company Subsidiaries for any Pre-Closing Tax Period (the “Company Income Returns,” and together with the Blocker Income Returns, the “Seller Income Returns”). The Seller Income Returns will be prepared in a manner consistent with past practices of the Blocker, the Company and the Company Subsidiaries, as applicable, unless otherwise required by applicable Law or change in facts. At least 30 days prior to the due date of any Seller Income Return, or such shorter period as required to timely file any Seller Income Return, the Sellers Representative shall provide to the Buyer for review and comment drafts of all such Seller Income Returns required to be filed by the Blocker, the Company and the Company Subsidiaries, as applicable, after the Closing Date. The Sellers Representative shall make any change reasonably requested by the Buyer to such draft Seller Income Returns that are received in writing not less than 5 days prior to the due date for such Tax Return. The Buyer shall cause the Blocker, the Company and the Company Subsidiaries, as applicable, to timely file such Seller Income Returns as revised to reflect the Buyer’s reasonable comments. The Sellers Representative, on behalf of the Sellers, will pay or cause to be paid (at the time of filing) all income Taxes shown as due and owing on such originally filed Seller Income Tax Returns. The Sellers and the Buyer agree that with respect to any Straddle Period, (a) the Buyer shall cause the Company and the Company Subsidiaries, as applicable, to utilize the “interim closing method” (and the “calendar day convention”) pursuant to Section 706 of the Code (and any similar provision of state, local or foreign law) to account for any varying interests in the Company for such taxable year, (b) the Buyer shall cause any such income Tax Returns with respect to such taxable year to be prepared in a manner consistent with past practices of the Blocker, the Company and the Company Subsidiaries, as applicable, unless otherwise required by applicable Law or change in facts, and (c) at least 30 days prior to the due date of any such income Tax Returns, or such shorter period as required to timely file such income Tax Returns, the Buyer shall provide to the Sellers Representative for review and comment drafts of all such income Tax Returns required to be filed by the Blocker, the Company and the Company Subsidiaries, as applicable, after the Closing Date, and the Buyer shall make any change reasonably requested by the Sellers Representative to such income Tax Returns that are received in writing not less than 5 days prior to the due date for such Tax Return. Notwithstanding any other provision of this Section 10.2, the Sellers, at their sole cost and expense, shall be solely responsible for filing and all of the Tax Returns required to be filed by any Seller and paying all of the Taxes due and owing by any Seller (including to the extent attributable to income of the Company and the Company Subsidiaries that flows up to the Sellers).

10.3 Apportionment of Taxes. For purposes of determining whether the following Taxes are attributable to a Pre-Closing Tax Period (or the portion of any Straddle Period ending on or prior to the Closing Date), the parties agree as follows:

(a) In the case of property Taxes and other similar Taxes imposed on a periodic basis for a Straddle Period, the amounts that are attributable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period.

(b) In the case of Taxes in the form of interest or penalties, all such Taxes shall be treated as attributable to a Pre-Closing Tax Period (or the portion of the Straddle Period ending on the Closing Date) to the extent relating to a Tax for a Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date) whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date.

(c) In the case of Taxes imposed on the Blocker, the Company, any Company Subsidiaries, or the Buyer (or its Subsidiaries or any of its Affiliates) as a result of income of any Flow-Thru Entity (including the Company or any Company Subsidiaries) realized prior to the Closing Date (such income being computed assuming the Flow-Thru Entity had a year that ends on the Closing Date and closed its books), such Taxes shall be treated as Taxes of the Blocker, Company or Company Subsidiary for a Pre-Closing Tax Period.

(d) In the case of all other Taxes for a Straddle Period (including income Taxes, employment Taxes, and sales and use Taxes) the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Company or Subsidiary filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology” For purposes of this clause (c), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the mechanics set forth in clause (a) for periodic Taxes.

10.4 Cooperation; Audits; Ordinary Course.

(a) In connection with the preparation of Tax Returns, audit examinations and any administrative or judicial proceedings relating to the Tax liabilities imposed on the Blocker, the Company or the Company Subsidiaries, as applicable, for all Pre-Closing Tax Periods and Straddle Periods, the Buyer, on the one hand, and the Sellers Representative, on the other hand, shall cooperate on a reasonable basis with each other, including the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Taxing Authorities as to the imposition of Taxes. The Buyer shall and shall cause the Blocker, the Company and the Company Subsidiaries to (i) retain all books and records with respect to Tax matters pertinent to the Blocker, the Company, and the Company Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by the Sellers Representative, any extension thereof) for the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority, and (ii) give the Sellers Representative reasonable notice prior to transferring, destroying or discarding any such books and records and shall allow the Sellers Representative to take possession of such books and records.

(b) The Buyer and the Sellers Representative shall, upon the other’s request, use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby).

10.5 Controversies.

(a) This Section 10.5 will control any Tax Matters. The Buyer shall promptly notify the Sellers Representative upon receipt by the Buyer, the Blocker, the Company or any of their Affiliates of any notice of any Tax Matter from any Taxing Authority for any Pre-Closing Tax Period or Straddle Period (a “Pre-Closing Tax Matter”). The Sellers Representative may, at the Sellers’ expense, and upon notice to the Buyer, assume the defense of any Pre-Closing Tax Matter that relates solely to income Taxes for a Pre-Closing Tax Period (a “Sellers Tax Matter”). If the Sellers Representative assumes the defense of a Sellers Tax Matter, then the Sellers Representative will have the authority to represent the interests of the Company and the Company Subsidiaries before the relevant Taxing Authority and the Sellers Representative will have the right to control the defense, including responding to inquiries and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Sellers Tax Matter; provided, that (i) the Sellers Representative may not enter into any settlement or otherwise compromise any such Sellers Tax Matter without the prior written consent of the Buyer (such consent not to be unreasonably conditioned, withheld or delayed), (ii) the Buyer will have the right (but not the duty) to participate in the defense of such Sellers Tax Matter and to employ counsel, at its own expense, separate from counsel employed by the Sellers Representative, and (iii) the Sellers Representative shall keep the Buyer informed with respect to the commencement, status and nature of any such Sellers Tax Matter and will (in good faith) allow the Buyer to consult with it regarding the conduct of or positions taken in any such proceeding.

(b) With respect to any Pre-Closing Tax Matter that is not a Sellers Tax Matter (including, for the avoidance of doubt, if the Sellers Representative does not assume the defense of such Pre-Closing Tax Matter pursuant to Section 10.5(a)), then the Buyer will have the authority, with respect to any such Pre-Closing Tax Matter, to represent the interests of the Blocker, the Company and the Company Subsidiaries before the relevant Taxing Authority and the Buyer will have the right to control the defense, including responding to inquiries and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Pre-Closing Tax Matter; provided, that (i) the Buyer may not enter into any settlement or otherwise compromise any such Pre-Closing Tax Matter to the extent it adversely affects the Tax liability of any of the Sellers without the prior written consent of the Sellers Representative (such consent not to be unreasonably conditioned, withheld or delayed), (ii) the Sellers Representative will have the right (but not the duty) to participate in the defense of such Pre-Closing Tax Matter and to employ counsel, at its own expense, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Sellers Representative informed with respect to the commencement, status and nature of any such Pre-Closing Tax Matter and will (in good faith) allow the Sellers Representative to consult with it regarding the conduct of or positions taken in any such proceeding.

10.6 Amendment of Tax Returns and Other Actions.

(a) None of the Buyer, the Blocker, the Company, the Company Subsidiaries or any of their respective Affiliates amend, refile, revoke or otherwise modify any Tax Return or Tax election of any of the Blocker, the Company or the Company Subsidiaries with respect to a Pre-Closing Tax Period without the prior written consent of the Sellers Representative (such consent not to be unreasonably conditioned, withheld or delayed), if such action could reasonably be expected to adversely affect the Tax liability of any of the Sellers or result in an Indemnified Tax.

(b) None of the Buyer, the Blocker, the Company, the Company Subsidiaries or any of their respective Affiliates shall (i) initiate any voluntary contact with any Taxing Authority relating to Taxes of the Blocker, the Company or the Company Subsidiaries with respect to any Pre-Closing Tax Period, without the prior written consent of the Sellers Representative (such consent not to be unreasonably conditioned, withheld or delayed), except that this clause (i) shall not restrict the Blocker, the Company or the Company Subsidiaries from filing any Tax Return for a tax period ending after the Closing Date, or (ii) permit the Blocker, the Company, the Company Subsidiaries or any of their respective Affiliates to take any action (including making any Tax election) on or after the Closing that is effective for Tax purposes on or before the Closing Date and that is outside the Ordinary Course of Business.

(c) The Parties agree that, for U.S. federal income Tax purposes, the Blocker will become a member of a U.S. federal income Tax consolidated group that includes the Buyer as of the end of the Closing Date pursuant to Treasury Regulations Section 1.1502-76, and the Blocker’s U.S. federal income taxable year shall close on such date. The Parties agree that the books of the Company will be closed on the Closing Date, and the Blocker will be allocated all taxable income or loss through the Closing Date as prescribed in Section 706(c)(2)(A) of the Code. To the maximum extent permitted under applicable Law, any tax deductible amounts related to the Company Transaction Expenses and the Phantom Payments allocable to the Blocker will be included in and allocated to the Unit Sellers and the Blocker.

10.7 Transfer Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with the transactions contemplated by this Agreement (collectively, “Transfer Taxes”) will be borne equally by the Sellers, on the one hand, and the Buyer, on the other hand, including by way of inclusion of Transfer Taxes in Buyer Transaction Expenses and Company Transaction Expenses, and all necessary Tax Returns and other documentation with respect to Transfer Taxes will be prepared and filed by the party required to file such Tax Returns under applicable Law.

10.8 Tax Distributions. Notwithstanding anything to the contrary in this Agreement, no Seller shall retain any right to any distribution for Taxes pursuant to the terms of the Company’s operating agreement as in effect prior to the adoption of the Company’s A&R Regulations in connection with the transactions contemplated by this Agreement.

10.9 Survival; Limitations. The obligation of the Sellers to pay any Buyer Tax Losses shall survive until 60 days after the expiration of the applicable statute of limitations (after taking into account any waivers, extensions, tolling, or mitigation thereof).

ARTICLE XI
miscellaneous and general

11.1 Sellers Representative.

(a) The Sellers hereby appoint the Sellers Representative as agent and attorney in fact for and on behalf of the Sellers to (i) interpret the terms and provisions of this Agreement and the Ancillary Agreements, (ii) execute, deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with this Agreement, the Ancillary Agreements and the consummation of the Transactions, (iii) receive service of process in connection with any claims under this Agreement, (iv) agree to, negotiate, enter into settlements and compromises of, assume the defense of any Actions, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such Actions, and to take all actions necessary or appropriate in the judgment of the Sellers Representative for the accomplishment of the foregoing, (v) give and receive notices and communications, (vi) make any determinations and settle any matters related to any Tax matters pursuant to Article X, the Adjustment Amount pursuant to Section 2.3 and the allocation of Purchase Price pursuant to Section 2.6, (vii) administer, pay out, deduct, hold back or redirect any funds, which may be payable to any Sellers pursuant to the terms of this Agreement or any Ancillary Agreement for, (A) any amount that may be payable by the Sellers pursuant to this Agreement, including Section 2.3, Section 2.6 and Article X or (B)  any costs, fees, expenses and other liabilities incurred by the Sellers Representative, acting in such capacity, in connection with this Agreement and the Ancillary Agreements, and (ix) take all actions necessary or appropriate in the judgment of the Sellers Representative on behalf of the Sellers in connection with this Agreement and the Ancillary Agreements.

(b) The Sellers Representative, or any successor hereafter appointed, may resign at any time by written notice to the Buyer. Any change in the Sellers Representative will become effective upon notice to the Buyer in accordance with Section 11.7. The Sellers Representative so designated must be reasonably acceptable to the Buyer, except that the Parties hereby agree that, subject to the Seller providing prior written notice to the Buyer, any Seller will be acceptable to the Buyer as a successor Sellers Representative. All power, authority, rights and privileges conferred in this Agreement to the Sellers Representative will apply to any successor Sellers Representative.

(c) The Sellers Representative will not be liable for any act done or omitted under this Agreement as Sellers Representative while acting in good faith, and any act taken or omitted to be taken pursuant to the advice of counsel will be conclusive evidence of such good faith. The Buyer agrees that it will not look to the personal assets of the Sellers Representative, acting in such capacity, for the satisfaction of any obligations to be performed by the Blocker (pre-Closing), the Company or the Company Subsidiaries (pre-Closing) or the Sellers, as the case may be. In performing any of its duties under this Agreement or any Ancillary Agreements, the Sellers Representative will not be liable to the Sellers for any losses that any such Person may incur as a result of any act, or failure to act, by the Sellers Representative under this Agreement or any Ancillary Agreements, and the Sellers Representative will be indemnified and held harmless by the Sellers for all losses, except to the extent that the actions or omissions of the Sellers Representative constituted fraud, gross negligence or willful misconduct. The limitation of liability provisions of this Section 11.1(c) will survive the termination of this Agreement and the resignation of the Sellers Representative.

(d) The Buyer shall be entitled to rely exclusively upon any notices and other acts of the Sellers Representative relating to the Sellers’ rights and obligations hereunder as being legally binding acts of each Seller individually and collectively.

(e) The grant of authority providing for in this Section 11.1 (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Seller and (ii) shall survive the Closing.

11.2 Survival. The agreements and obligations of the Parties under Section 9.2 and this Article XI shall survive, as the case may be, (a) the valid termination of this Agreement in accordance with Article IX hereof or (b) the Closing. The agreements and obligations of the Parties under this Article XI, together with any covenant and agreement that by its terms provide for performance fully or in part following the Closing (including but not limited to Section 2.3, Section 2.6 and Section 10.1), shall survive the Closing and shall continue in accordance with their terms. No representations or warranties or other covenants and agreements in this Agreement shall survive the Closing and or the valid termination of this Agreement.

11.3 Expenses. Unless otherwise expressly set forth herein, all costs and expenses (including all legal, accounting, broker, finder or investment banker fees) incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such cost or expense. Notwithstanding the foregoing, in the event this Agreement is terminated in accordance with Section 9.1, each Party shall be solely responsible for all costs and expenses (including all legal, accounting, broker, finder or investment banker fees) in connection with this Agreement and the Transactions shall be paid by the Party incurring such cost or expense.

11.4 Waiver of Remedies; Survival of Representations and Warranties.

(a) Except (i) in the case of intentional fraud, (ii) as set forth in Section 9.2, Section 10.1 or Section 11.16 or (iii) claims to enforce the performance of the covenants required to be performed in whole or in part after the Closing, the Seller Parties shall have no liability to the Buyer, the Blocker Merger Sub, the Surviving Company, the Surviving Corporation, the Company, the Company Subsidiaries or its and their respective successors and permitted assigns, officers, directors, managers, employees, Affiliates and Representatives (collectively, the “Buyer Parties”) for any and all losses that are sustained or incurred by any of the Buyer Parties by reason of, resulting from or arising out of any breach of or inaccuracy in any of the Sellers’ representations or warranties contained in this Agreement. Except (i) in the case of intentional fraud, (ii) as set forth in Section 9.2, Section 10.1 or Section 11.16 or (iii) claims to enforce the performance of the covenants required to be performed in whole or in part after the Closing, the Buyer Parties shall have no liability to the Sellers and their respective successors and permitted assigns, officers, directors, managers, employees, Affiliates and Representatives (collectively, the “Seller Parties”) for any and all losses that are sustained or incurred by any of the Seller Parties by reason of, resulting from or arising out of any breach of or inaccuracy in any of the Buyer’s or the Blocker Merger Sub’s representations or warranties contained in this Agreement.

(b) The representations and warranties of the Parties set forth in Article III, IV, V and VI and all covenants of any of the Parties that are to be fully performed prior to Closing, shall not survive the Closing.

11.5 Successors and Assigns; Third-Party Beneficiaries.

(a) This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign any of such Party’s rights or delegate any of such Party’s obligations under this Agreement to any Person without the prior written consents of the other Parties to this Agreement, and any purported assignment or delegation without such prior written consents will be void and of no effect; provided, however, that (i) the Sellers Representative may assign any of its rights and delegate any of its obligations under this Agreement (on a full or partial basis, permanently or temporarily, or for one or more specific instances or circumstances) to any Person (including any Seller) and (ii) the Buyer may assign any or all of its rights hereunder to its Financing Sources.

(b) Except as contemplated by Sections 3.6, 4.28, 5.11, 7.9, 10.1, 11.17, 11.18 and 11.21, each Party intends that this Agreement does not benefit or create any right or cause of action in or on behalf of any Person other than the Parties.

11.6 Further Assurances. From time to time after the Closing Date, and without any additional consideration, the Parties will furnish, or cause to be furnished, upon request to each other such further information, execute and deliver, or cause its Affiliates to execute and deliver, such further instruments, and take (or cause its Affiliates to take) such other action, as may be reasonably necessary to carry out the purposes and intents of this Agreement and the transactions contemplated herein.

11.7 Notices. Except as otherwise specifically set forth in this Agreement, all notices and communications hereunder will be deemed to have been duly given and made on (a) the date such notice is served by personal delivery upon the Party for whom it is intended, (b) the date sent if delivered by email so long as such notice and communication is furnished to a nationally recognized overnight courier for next Business Day delivery, (c) three Business Days after mailing if sent by certified or registered mail, return receipt requested, or (d) one Business Day after being furnished to a nationally recognized overnight courier for next Business Day delivery, in each case to the Person at the applicable address or email address set forth below:

If to the Buyer or the Blocker Merger Sub and, after the Closing, the Buyer Representative:

Sentinel Energy Services Inc.
700 Louisiana Street, Suite 2700
Houston, Texas 77002
Attention: Krishna Shivram
Email: krishna@sentinelenergyservices.com

with a copy (which will not constitute notice) to:

Winston & Strawn LLP
2121 N. Pearl Street, Suite 900
Dallas, TX 75201
Attention: David Lange
Email: dlange@winston.com

If to the Sellers Representative, the Sellers, the Blocker or the Company or, after the Closing the Surviving Company or the Surviving Corporation:

Strike Capital, LLC

1800 Hughes Landing Blvd., Suite 500

The Woodlands, TX 77380

Attention: Stephen V. Pate and Rhonda Sigman

Email: steve.pate@strikeusa.com and rhonda.sigman@strikeusa.com

with a copy to (which will not constitute notice):

One Equity Partners

330 N Wabash, Suite 3750

Chicago, IL 60611

Attention: James B. Cherry

Email: james.b.cherry@oneequity.com

Jones Day
2727 North Harwood Street
Dallas, Texas 75201
Attention: Alain Dermarkar and Ira White
Email: adermarkar@jonesday.com and iwhite@jonesday.com

Any Party may change the address, email address or the Persons to whom notices or copies hereunder will be directed by providing written notice to the other Parties of such change in accordance with this Section 11.7.

11.8 Complete Agreement. This Agreement, the Disclosure Letter and the Exhibits attached hereto and the other documents delivered and contemplated to be delivered by the Parties in connection herewith, together with the Confidentiality Agreement, contain the complete agreement between the Parties with respect to the transactions contemplated hereby and thereby and supersede all prior agreements and understandings (whether written or oral) between the Parties with respect thereto.

11.9 Captions. The captions contained in this Agreement are for convenience of reference only and do not form a part of this Agreement.

11.10 Amendment. This Agreement may be amended or modified only by an instrument in writing duly executed by the Sellers Representative (on behalf of the Sellers) and the Buyer; provided, however, that no amendment may be made that alters the terms, substance or meaning of the agreements, rights, liabilities or covenants contained in this Agreement in any material respect without the approval of the affected Party.

11.11 Waiver. At any time, the Sellers Representative and the Buyer may (a) extend the time for the performance of any of the obligations or other acts of the Parties, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto or (c) waive compliance with any of the covenants, agreements or conditions contained herein, to the extent permitted by applicable Law. Any agreement to any such extension or waiver will be valid only if set forth in a writing signed by the Sellers Representative, on behalf of the Sellers if the Sellers are making the waiver, or the Buyer, if the Buyer or the Blocker Merger Sub is making the waiver. No waiver of any provision hereunder or any breach or default thereof will extend to or affect in any way any other provision or prior or subsequent breach or default.

11.12 Governing Law; Consent to Jurisdiction. This Agreement is to be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without regard to its rules of conflict of laws. Each of the Parties irrevocably submits to the exclusive jurisdiction of the Delaware Court of Chancery in New Castle County, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action, the United States District Court for the District of Delaware. A final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. To the extent that service of process by mail is permitted by applicable Law, each Party irrevocably consents to the service of process in any such Action in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for in this Agreement. Each Party irrevocably agrees not to assert (a) any objection which it may ever have to the laying of venue of any such Action in the Delaware Court of Chancery in New Castle County, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action, the United States District Court for the District of Delaware and (b) any claim that any such Action brought in any such court has been brought in an inconvenient forum.

11.13 Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES HEREBY WAIVES, AND AGREES TO CAUSE EACH OF HIS, HER OR ITS AFFILIATES TO WAIVE, AND COVENANTS THAT NEITHER IT NOR ANY OF HIS, HER OR ITS AFFILIATES WILL ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY ACKNOWLEDGES THAT SUCH PARTY HAS BEEN INFORMED BY THE OTHER PARTIES THAT THIS SECTION 11.13 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THE PARTIES ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND ANY OTHER AGREEMENTS RELATING HERETO OR CONTEMPLATED HEREBY. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 11.13 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THE RIGHT TO TRIAL BY JURY.

11.14 Severability. Any term or provision of this Agreement that is found to be invalid or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is found to be so broad as to be unenforceable, the provision will be interpreted to be only so broad as is enforceable.

11.15 Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which will constitute but one instrument. This Agreement is effective upon delivery of one executed counterpart from each Party to the other Parties. The signatures of all of the Parties need not appear on the same counterpart. The delivery of signed counterparts by email which includes a copy of the sending party’s signature(s) (including by “.pdf” format) is as effective as signing and delivering the counterpart in person.

11.16 Enforcement of Agreement. Each Party’s obligation under this Agreement is unique. The Parties acknowledge that money damages would not be an adequate remedy at law if any Party fails to perform in any material respect any of its obligations hereunder and accordingly agree that each Party, in addition to any other remedy to which it may be entitled under this Agreement, at law or in equity, shall be entitled to seek an injunction or similar equitable relief restraining such Party from committing or continuing any such breach or threatened breach or to seek to compel specific performance of the obligations of any other Party under this Agreement, without the posting of any bond, in accordance with the terms and conditions of this Agreement in any court of the United States or any State thereof having jurisdiction, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the Parties shall raise the defense that there is an adequate remedy at law. No remedy shall be exclusive of any other remedy, and all available remedies shall be cumulative.

11.17 Release.

(a) Each of the Buyer and the Blocker Merger Sub agrees that, effective as of the Closing, the Blocker, Company and the Company Subsidiaries will be deemed to have released and discharged the Sellers Parties (whether in such person’s capacity as a Seller, securityholder, director, officer, employee or otherwise) from any and all Actions, whether known or unknown, liquidated or contingent, to the extent based upon or arising out of the dealings among any of the Sellers Parties, on the one hand, and the Blocker, the Company or the Company Subsidiaries, on the other hand, on or prior to the Closing (collectively, the “Buyer Released Claims”); provided, however, the Buyer Released Claims shall not include any liabilities arising out of or under this Agreement or the Ancillary Agreements. Each of the Buyer and the Blocker Merger Sub acknowledges that the Laws of many states provide substantially the following: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” Each of the Buyer and the Blocker Merger Sub acknowledges that such provisions are designed to protect a party from waiving claims that it does not know exist or may exist. Nonetheless, Each of the Buyer and the Blocker Merger Sub agrees that, effective as of the Closing, the Blocker, the Company and the Company Subsidiaries will be deemed to waive any such provision (subject to the limitations herein). Each of the Buyer and the Blocker Merger Sub further agrees that it will not, directly or indirectly, cause the Blocker, the Company or the Company Subsidiaries to (i) institute an Action to the extent based upon, arising out of, or relating to any of the Buyer Released Claims, or (ii) participate, assist, or cooperate in any such Action except as otherwise required by applicable Law.

(b) The Sellers agree that, effective as of the Closing, the Sellers will be deemed to have released and discharged, on behalf of itself and its equityholders and their Affiliates (other than the Company and the Company Subsidiaries (and the Blocker in the case of the Blocker Seller)), the Buyer Parties (whether in such person’s capacity as a securityholder, director, officer, employee or otherwise) from any and all Actions, whether known or unknown, liquidated or contingent, to the extent based upon or arising out of the dealings among any of the Buyer Parties, on the one hand, and the Sellers, on the other hand, on or prior to the Closing (collectively, the “Sellers Released Claims”); provided, however, the Seller Released Claims shall not include any liabilities arising out of or under this Agreement or the Ancillary Agreements, any rights to indemnification under any Organizational Documents of the Company or any Company Subsidiary or any other Contract (including the Company A&R Regulations), or any rights to accrued and unpaid salary or compensation earned by such the Sellers or their respective Affiliates or employee benefits due to the Sellers or their respective Affiliates. The Sellers acknowledge that the Laws of many states provide substantially the following: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” The Sellers acknowledge that such provisions are designed to protect a party from waiving claims that it does not know exist or may exist. Nonetheless, the Sellers agree that, effective as of the Closing, the Sellers will be deemed to waive any such provision (subject to the limitations herein). The Sellers further agree that it will not, directly or indirectly, cause any of its equityholders or Affiliates to (i) institute an Action to the extent based upon, arising out of, or relating to any of the Sellers Released Claims, or (ii) participate, assist, or cooperate in any such Action except as otherwise required by applicable Law.

11.18 Non-Recourse. Except in the case of intentional fraud, all Actions that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to: (a) this Agreement, (b) the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), (c) any breach of this Agreement and (d) any failure of the Transactions to be consummated, may be made only against (and, without prejudice to the rights of any express third party beneficiary to whom rights under this Agreement inure pursuant to Section 11.5), are those solely of the Persons that are expressly identified as parties to this Agreement Except in the case of intentional fraud, no other Person, including any director, officer, employee, incorporator, member, partner, manager, stockholder, optionholder, Affiliate, agent, attorney or Representative of, or any financial advisor or lender to, any Party, or any director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or representative of, or any financial advisor or lender to any of the foregoing, shall have any liabilities (whether in contract or in tort, in law or in equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d) and each Party, on behalf of itself and its Affiliates, hereby irrevocably releases and forever discharges each of such Persons from any such liability or obligation.

11.19 Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, then this Agreement will be construed as drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) any reference or citation in this Agreement to any Contract or any federal, state, local or foreign statutes, regulations or other Laws or statutory or regulatory provision shall, when the context requires, be deemed references or citations to such Contracts, statutes, regulations, other Laws or provisions, as amended, modified and supplemented from time to time (and, in the case of a statute, regulation or other Law, to (i) any successor provision and (ii) all rules and regulations promulgated thereunder); (b) all references to the preamble, recitals, Sections, Articles, Exhibits or Disclosure Letter are to the preamble, recitals, Sections, Articles, Exhibits or Disclosure Letter of or to this Agreement; (c) the words “herein”, “hereto”, “hereof”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular section or paragraph hereof; (d) masculine gender will also include the feminine and neutral genders and vice versa; (e) words importing the singular will also include the plural, and vice versa; (f) the words “include”, “including” and “or” mean without limitation by reason of enumeration; (g) all references to “$” or dollar amounts are to lawful currency of the United States of America; (h) the terms “delivered” or “made available” or similar phrases when used in this Agreement will mean that such documents or other information has been physically or electronically delivered to the relevant parties, including via a virtual data room; and (i) time periods within or following which any payment is to be made or any act is to be done will be calculated by excluding the day on which the time period commences and including the day on which the time period ends and by extending the period to the next Business Day following if the last day of the time period is not a Business Day.

11.20 Disclosure Letter. For the purposes of the Disclosure Letter, any information, item or other disclosure set forth in any section of the Disclosure Letter will be deemed to have been included in any other sections of the Disclosure Letter as though fully set forth in such section of the Disclosure Letter to the extent the relevance of such matter to such section is reasonably apparent on its face (without inquiry or investigation). Inclusion of information in any part of the Disclosure Letter will not be construed as an admission that such information is material to the business, properties, financial condition or results of operations of the Blocker, the Company, the Company Subsidiaries or the Buyer, as applicable. Matters reflected in the Disclosure Letter are not necessarily limited to matters required by this Agreement to be reflected therein and the inclusion of such matters shall not be deemed an admission that such matters were required to be reflected in the Disclosure Letter.

11.21 Conflict of Interest. If the Sellers so desire, and without the need for any consent or waiver by the Blocker, the Company, the Company Subsidiaries, the Buyer or the Blocker Merger Sub, Jones Day is permitted to represent the Sellers and/or the Sellers Representative after the Closing in connection with any matter, including anything related to the transactions contemplated by this Agreement or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Jones Day is permitted to represent the Sellers, the Sellers Representative and their respective agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction or dispute (“dispute” includes litigation, arbitration or other adversary proceeding) with the Buyer, the Blocker Merger Sub, the Blocker, the Company, the Company Subsidiaries or any of their respective agents or Affiliates under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as any claim. Upon and after the Closing, the Blocker, the Company and the Company Subsidiaries will cease to have any attorney-client relationship with Jones Day, unless and to the extent Jones Day is specifically engaged in writing by the Blocker, the Company or the Company Subsidiaries to represent the Blocker, the Company or the Company Subsidiaries after the Closing and either (a) such engagement involves no conflict of interest with respect to the Sellers or the Sellers Representative or (b) the Sellers or the Sellers Representative (as applicable) consent in writing at the time to such engagement. Any such representation of the Blocker, the Company or the Company Subsidiaries by Jones Day after the Closing in accordance herewith will not affect the foregoing provisions hereof. For example, and not by way of limitation, even if Jones Day is representing the Blocker, the Company or the Company Subsidiaries after the Closing, Jones Day is permitted simultaneously to represent the Sellers and/or the Sellers Representative in any matter, including any disagreement or dispute relating hereto. Furthermore, Jones Day is permitted to withdraw from any representation of the Company or the Company Subsidiaries in order to be able to represent or continue so representing the Sellers or the Sellers Representative, even if such withdrawal causes the Company or the Company Subsidiaries or Buyer additional legal expense (such as to bring new counsel “up to speed”), delay or other prejudice

11.22 Privileged Communications. Each of the Buyer and the Blocker Merger Sub agrees that, as to all communications between and among all counsel (including Jones Day) for the Sellers, the Blocker, the Company, the Company Subsidiaries or their respective Affiliates, on the one hand, and the Sellers Representative, the Sellers, the Blocker, the Company, the Company Subsidiaries or their respective Affiliates, on the other hand, that relate in any way to the transactions contemplated by or in connection with this Agreement (collectively, the “Privileged Communications”), the attorney-client privilege and the expectation of client confidence with respect to the Privileged Communications belongs to the Sellers and may be controlled by the Sellers and will not pass to or be claimed by the Buyer, the Blocker Merger Sub or any of its respective subsidiaries (including, following the Closing, the Company and the Company Subsidiaries). The Privileged Communications are the property of the Sellers and, from and after the Closing, none of the Buyer, its Subsidiaries (including, following the Closing, the Blocker, Company and the Company Subsidiaries) or any Person purporting to act on behalf of or through the Buyer or such Subsidiaries will seek to obtain the Privileged Communications, whether by seeking a waiver of the attorney-client privilege or through other means. The Buyer, and its respective Subsidiaries (including, following the Closing, the Company and the Company Subsidiaries), together with any of their respective Affiliates, successors or assigns, further agree that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Sellers or any of their respective Affiliates after the Closing. The Privileged Communications may be used by the Sellers or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or in connection with this Agreement, including in any claim brought by the Buyer. Notwithstanding the foregoing, in the event that a dispute arises between the Buyer or any of its respective Subsidiaries and a third party (other than a party to this Agreement or any of its Affiliates) after the Closing, the Buyer and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by counsel to such third party; provided, that neither the Buyer nor its Subsidiaries (including, following the Closing, the Blocker, the Company and the Company Subsidiaries) may waive such privilege without the prior written consent of the Sellers Representative.

11.23 Trust Account Waiver. The Sellers, the Company and the Company Subsidiaries acknowledge that the Buyer established the Trust Account for the benefit of its public shareholders. The Sellers, the Company and the Company Subsidiaries acknowledge that, prior to the Closing, it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account, including, without limitation, any claim for indemnification and hereby waives any claim for monies in the Trust Account it may have in the future as a result of, or arising out of, this Agreement and the Transactions, and, the Sellers, the Company and the Company Subsidiaries prior to the Closing, will not seek recourse against the Trust Account for any reason whatsoever.

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IN WITNESS WHEREOF, the Parties have executed this Agreement, or have caused this Agreement to be executed, as of the day and year first above written.