Authority Relative to this Agreement. Each of Seller and such Seller Stockholder has all necessary organizational power and authority, and if such Seller Stockholder is not a natural person, to execute, deliver and perform his, her or its obligations under this Agreement. Each of Seller and such Seller Stockholder has all necessary power and authority to execute and deliver each Ancillary Document to which Seller or such Seller Stockholder is or will be a party, to perform its or his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All organizational actions and proceedings required to be taken by or on the part of Seller or such Seller Stockholder to authorize and permit the execution, delivery and performance by Seller or such Seller Stockholder of this Agreement and the Ancillary Documents to which Seller or such Seller Stockholder is or will be a party, have been duly and validly taken. This Agreement has been duly executed and delivered by Seller and such Seller Stockholder and, assuming the due and valid authorization, execution and delivery of this Agreement by the other Parties, shall constitute a valid and binding obligation of Seller and such Seller Stockholder, enforceable in accordance with its terms, in each case subject to the effect of any applicable bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium or similar Laws from time to time in effect affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Enforceability Exceptions”).

Authority Relative to this Agreement. The Company has all necessary organizational power and authority, including under applicable laws of the state of Florida, and the Company organizational documents, to execute and deliver this Agreement. The Company has all necessary power and authority to execute and deliver each Ancillary Document to which the Company is or will be a party, to perform its or his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Board, by resolutions duly adopted at a meeting duly called and held or by written consent in lieu of a meeting of the Board has # approved and authorized the execution and delivery of this Agreement, # approved the consummation of the transactions contemplated hereby and # determined that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby is advisable, and no other action on the part of the Company is required to duly authorize this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by the other Parties, shall constitute a valid and binding US-DOCS\131312541.20

Authority Relative to this Agreement. This Agreement and the Ancillary Documents to which Buyer is a party have been duly executed and delivered by Buyer and constitute the valid and binding obligation of Buyer, enforceable in accordance with their terms, except as limited by the Enforceability Exceptions.

Authority Relative to this Agreement. Contractor has the corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Contractor. This Agreement has been duly and validly executed and delivered by Contractor and is, assuming due execution and delivery thereof by United and that United has legal power and right to enter into this Agreement, a valid and binding obligation of Contractor, enforceable against Contractor in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally and legal principles of general applicability governing the availability of equitable remedies (whether considered in a proceeding in equity or at law or otherwise under applicable law).

Authority for this Agreement. Each of Parent and Merger Sub has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub have been duly and validly authorized by all necessary entity action on the part of each of Parent and Merger Sub, and no other entity proceedings on the part of Parent and Merger Sub are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Stockholder, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy, Equity and Indemnity Exception.

This Agreement. The words “hereof”, “herein”, “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

This Agreement. The Administrative Agent shall have received in form and substance satisfactory to the Administrative Agent, this Agreement, executed and delivered by the Borrower;

This Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Increased Costs” means: