Exhibit 2.1

		Page
Article I
The Merger
Section 1.01	Merger	2
Section 1.02	Merger Effective Time	2
Section 1.03	Effects of Merger	2
Section 1.04	Certificate of Limited Partnership and Agreement of Limited Partnership of the Surviving Entity	2
Section 1.05	Board of Directors and Officers of Surviving Entity	2
Section 1.06	Closing	2
Article II
Effect on Interests;
Merger Consideration
Section 2.01	Effect of Merger	3
Section 2.02	Exchange Fund	4
Section 2.03	Withholding Taxes	6
Section 2.04	Partnership Options	6
Section 2.05	Partnership Phantom Units	7
Section 2.06	Adjustments	7
Article III
Representations and Warranties of the Partnership and the General Partner
Section 3.01	Organization; Standing	8
Section 3.02	Capitalization	8
Section 3.03	Authority; Noncontravention	10
Section 3.04	Governmental Approvals	11
Section 3.05	Partnership 2020 SEC Documents; Financial Statements; Undisclosed Liabilities	12
Section 3.06	Absence of Certain Changes	13
Section 3.07	Legal Proceedings	13
Section 3.08	Compliance with Laws; Permits	14
Section 3.09	Tax Matters	14
Section 3.10	Employee Benefits	17
Section 3.11	Labor Matters	17
Section 3.12	Intellectual Property	17
Section 3.13	Anti-Takeover Provisions	18
Section 3.14	Title to Properties	18
Section 3.15	Vessels	18

Section 3.16	Environmental Matters	19
Section 3.17	Partnership Material Contracts	20
Section 3.18	Joint Venture Agreements	22
Section 3.19	Customers	22
Section 3.20	Insurance Policies	23
Section 3.21	Export Controls	23
Section 3.22	Anti-Corruption	24
Section 3.23	Opinion of Financial Advisor	24
Section 3.24	Brokers and Other Advisors	24
Section 3.25	No Other Representations or Warranties	24
Article IV
Representations and Warranties of Parent and Merger Sub
Section 4.01	Organization; Standing	25
Section 4.02	Authority; Noncontravention	26
Section 4.03	Governmental Approvals	27
Section 4.04	Ownership and Operations of Merger Sub	27
Section 4.05	Sufficient Funds	27
Section 4.06	Brokers and Other Advisors	27
Section 4.07	Ownership of Partnership Securities	27
Section 4.08	No Other Representations or Warranties	27
Article V
Additional Covenants and Agreements
Section 5.01	Conduct of Business of the Partnership and its Subsidiaries	28
Section 5.02	Preparation of the Proxy Statement; Partnership Unitholders’ Meeting	32
Section 5.03	Adverse Recommendation Change.	34
Section 5.04	No Solicitation by the Partnership	35
Section 5.05	Reasonable Best Efforts	37
Section 5.06	Transfer Taxes	39
Section 5.07	Public Announcements; Other Communications	39
Section 5.08	Access to Information; Confidentiality	40
Section 5.09	Indemnification and Insurance	40
Section 5.10	Merger Sub and GP Buyer Consents	42
Section 5.11	Treatment of Certain Existing Indebtedness	42
Section 5.12	Financing Cooperation	42
Section 5.13	Post-Closing Arrangement Agreements;	47
Section 5.14	Affiliate Agreements	48
Section 5.15	Distributions	48
Section 5.16	Standstill	48
Section 5.17	Pre-Closing Reorganization.	48

Article VI
Conditions Precedent
Section 6.01	Conditions to Each Party’s Obligation to Effect the Merger	49
Section 6.02	Conditions to Obligations of Parent and Merger Sub	50
Section 6.03	Conditions to Obligations of the Partnership	51
Section 6.04	Frustration of Closing Conditions	52
Article VII
Termination
Section 7.01	Termination	52
Section 7.02	Effect of Termination	54
Section 7.03	Termination Fee	54
Article VIII
Miscellaneous
Section 8.01	No Survival of Representations and Warranties	55
Section 8.02	Amendment or Supplement	55
Section 8.03	Extension of Time, Waiver, Etc.	55
Section 8.04	Assignment	56
Section 8.05	Counterparts	56
Section 8.06	Entire Agreement; No Third-Party Beneficiaries	56
Section 8.07	Governing Law; Jurisdiction	56
Section 8.08	Specific Enforcement	57
Section 8.09	WAIVER OF JURY TRIAL	58
Section 8.10	Remedies	58
Section 8.11	Notices	58
Section 8.12	Severability	60
Section 8.13	Definitions	60
Section 8.14	Fees and Expenses	70
Section 8.15	Interpretation	70
Section 8.16	Non-Recourse Against Financing Sources; Waiver of Certain Claims	72

Exhibit A	Transfer Agreement
Exhibit B	Support Agreement
Exhibit C	Post-Closing Arrangement Agreements
Exhibit D	Form of Limited Partnership Agreement Amendment

	NEW FORTRESS ENERGY INC.
	By:	/s/ Christopher Guinta
		Name: Christopher Guinta
		Title: Chief Financial Officer
	LOBOS ACQUISITION LLC
	By:	/s/ Christopher Guinta
		Name: Christopher Guinta
		Title: Director

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Exhibit 2.2

EXECUTION VERSION

	NFE INTERNATIONAL HOLDINGS LIMITED
		By:	/s/ Chistopher Guinta
			Name: Chistopher Guinta
			Title: Director

	GOLAR LNG LIMITED
	By:	/s/ Karl Fredrik Staubo
		Name: Karl Fredrik Staubo
		Title: Authorized Signatory

	GOLAR GP LLC
	By: GOLAR LNG LIMITED, as sole member
	By:	/s/ Georgia Sousa
		Name: Georgia Sousa
		Title: Director

	“Assignor”
	GOLAR LNG LIMITED
	By:
	Title:

	“Assignee”
	NFE INTERNATIONAL HOLDINGS LIMITED
	By:
	Title:

---

Exhibit 2.3

AGREEMENT AND PLAN OF MERGER

By and Among

HYGO ENERGY TRANSITION LTD.

NEW FORTRESS ENERGY INC.

GOLAR LNG LIMITED

STONEPEAK INFRASTRUCTURE FUND II CAYMAN (G) LTD.

and

LOBOS ACQUISITION LTD.

Dated as of January 13, 2021

TABLE OF CONTENTS

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this “Agreement”), dated as of January 13, 2021, is by and among Hygo Energy Transition Ltd., a Bermuda exempted company (the “Company”), Golar LNG Limited, a Bermuda exempted company (“GLNG”), Stonepeak Infrastructure Fund II Cayman (G) Ltd. (“Stonepeak” and together with GLNG, the “Company Shareholders”), New Fortress Energy Inc., a Delaware corporation (“Parent”), and Lobos Acquisition Ltd., a Bermuda exempted company and an indirect, wholly-owned Subsidiary of Parent (“Merger Sub”). Certain capitalized terms used in this Agreement are defined in Section 8.13.

WHEREAS, the Board of Directors of each of the Company, Parent and Merger Sub (i) have unanimously approved and adopted the business combination transaction provided for herein in which Merger Sub will, subject to the terms and conditions set forth herein and in the Statutory Merger Agreement, merge with and into the Company, with the Company surviving such merger (the “Merger”), (ii) have determined that the terms of this Agreement and the Statutory Merger Agreement are in the best interests of and fair to the Company, Parent or Merger Sub, as applicable, and their respective shareholders, and (iii) have declared the advisability of this Agreement, the Statutory Merger Agreement and the Merger;

WHEREAS, the Board of Directors of the Company has unanimously recommended approval of the Merger, the Statutory Merger Agreement and this Agreement by the Company Shareholders;

WHEREAS, the Board of Directors of Parent has unanimously recommended approval of the issuance of Parent Shares in connection with the Merger (the “Parent Share Issuance”);

WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to the willingness of Parent to enter into this Agreement, the Company Shareholders executed and delivered to Parent a written consent in their capacity as the holders of all of the outstanding common shares of the Company and, solely with respect to Stonepeak, also in its capacity as the holder of all of the outstanding preferred shares of the Company, approving this Agreement and the Merger (the “Company Shareholder Consent”), thereby providing all requisite approval of the Company Shareholders that is required to consummate the Merger; and

WHEREAS, the Company, the Company Shareholders, Parent and Merger Sub desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger.

NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:

ARTICLE I

Section 1.01         Merger.  On the terms and subject to the conditions set forth in this Agreement and the Statutory Merger Agreement, and pursuant to Section 104H of the Companies Act 1981 of Bermuda, as amended (the “Bermuda Companies Act”), at the Effective Time, Merger Sub shall be merged with and into the Company, the separate existence of Merger Sub shall thereupon cease, and the Company shall be the surviving company in the Merger (such surviving company, the “Surviving Company”), such that immediately following the Merger, the Surviving Company will be an indirect, wholly-owned Subsidiary of Parent.

Section 1.02         Merger Effective Time.  On the terms and subject to the conditions set forth in this Agreement and the Statutory Merger Agreement, the Company, Parent and Merger Sub will (a) on the Closing Date, execute and deliver the Statutory Merger Agreement, (b) on or prior to the Closing Date, cause an application for registration of the Surviving Company (the “Merger Application”) to be executed and delivered to the Registrar of Companies in Bermuda (the “Registrar”) as provided under Section 108 of the Bermuda Companies Act and to be accompanied by the documents required by Section 108(2) of the Bermuda Companies Act and (b) cause to be included in the Merger Application a request that the Registrar issue the certificate of merger with respect to the Merger (the “Certificate of Merger”) on the Closing Date at the time of day mutually agreed upon by the Company and Parent and set forth in the Merger Application.  The Merger shall become effective upon the issuance of the Certificate of Merger by the Registrar or such other date and time as the Certificate of Merger shall provide.  The Company, Parent and Merger Sub agree that they will request that the Registrar provide in the Certificate of Merger that the effective time of the Merger (the “Effective Time”) be on the Closing Date.

Section 1.03         Effects of Merger.  From and after the Effective Time, the Merger shall have the effects set forth in this Agreement and Section 109(2) of the Bermuda Companies Act.

Section 1.04         Memorandum of Association and Bye-Laws of the Surviving Company.  At the Effective Time, the memorandum of association and bye-laws of Merger Sub in effect immediately prior to the Effective Time shall be the memorandum of association and bye-laws of the Surviving Company until thereafter changed or amended as provided therein or pursuant to applicable Law (in each case, subject to Section 5.08 hereof), except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Company.

Section 1.05         Board of Directors and Officers of Surviving Company.  The directors of Merger Sub in office immediately prior to the Effective Time shall be the directors of the Surviving Company until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.  The officers of Merger Sub in office immediately prior to the Effective Time shall be the officers of the Surviving Company until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.

Section 1.06         Closing.  The closing (the “Closing”) of the Merger shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP at 10:00 a.m., New York time, on a date to be specified by the Company and Parent, which date shall be as soon as reasonably practicable (but in any event no later than the fifth (5^th) Business Day) following the satisfaction or (to the extent permitted by applicable Law) waiver by the party or parties entitled to the benefits thereof of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by applicable Law) waiver of those conditions at such time), or at such other place, time and date as shall be agreed to in writing by the Company and Parent.  The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”

ARTICLE II

Section 2.01         Effect of Merger on the Share Capital of Merger Sub and the Company.  At the Effective Time, by virtue of the occurrence of the Merger, and without any action on the part of the Company, Parent, Merger Sub or any holder of any common shares, par value $1.00 per share, of the Company (“Company Shares”), any redeemable preferred shares, par value $5.00 per share, of the Company (“Company Preferred Shares”), or any common shares, par value $1.00 per share, of Merger Sub (the “Merger Sub Shares”):

(a)          Share Capital of Merger Sub.  Each issued and outstanding Merger Sub Share shall be converted into and become one (1) duly authorized, validly issued, fully paid and nonassessable common share, par value $1.00 per share, of the Surviving Company (the “Surviving Company Shares”);

(b)          Cancelation of Treasury Shares; Treatment of Shares Held by Company Subsidiaries.  All Company Shares and Company Preferred Shares, in each case, that are owned by the Company as treasury shares shall be canceled and retired automatically and shall cease to exist and no consideration shall be delivered in exchange therefor.  Each Company Share and Company Preferred Share, in each case, owned by any direct or indirect wholly owned Subsidiary of the Company shall not represent the right to receive the Merger Consideration (as defined below) and shall be converted into a proportionate number of Surviving Company Shares.

(c)          Conversion of Company Shares.

(i)          Subject to Section 2.01(e), each Company Share held by GLNG that is issued and outstanding immediately prior to the Effective Time shall automatically be canceled and converted into and shall thereafter represent the right to receive:

(A)         0.79349904 duly authorized, validly issued, fully paid and nonassessable ordinary share of Class A Common Stock, par value $0.01 per share, of Parent (such shares, “Parent Shares”);

(B)         $2.12991847 in cash, without interest; and

(C)          and any cash paid in lieu of fractional Parent Shares in accordance with Section 2.01(e) (the “GLNG Merger Consideration”).

(ii)         Subject to Section 2.01(e), each Company Share held by Stonepeak that is issued and outstanding immediately prior to the Effective Time shall automatically be canceled and converted into and shall thereafter represent the right to receive:

(A)         0.54292039 Parent Share;

(B)         $14.90942926 in cash, without interest; and

(C)         any cash paid in lieu of fractional Parent Shares in accordance with Section 2.01(e) (the “Stonepeak Merger Consideration,” and together with the GLNG Merger Consideration, the “Merger Consideration”).

(iii)        Each Company Share shall no longer be outstanding and shall automatically be canceled, retired and shall cease to exist, and each holder of a certificate previously evidencing any Company Shares (each, a “Certificate”) or uncertificated Company Shares represented by book-entry (each, a “Book-Entry Share”) shall cease to have any rights with respect thereto, except (i) the right to receive the Merger Consideration pertaining to the Company Shares represented by such Certificate or Book-Entry Share, as applicable, to be paid in consideration therefor, in accordance with Section 2.01(e) and (ii) the right to receive other dividends and distributions in accordance with this Article II, in each case without interest.

(d)          Treatment of Company Preferred Shares.  Each Company Preferred Share issued and outstanding immediately prior to the Effective Time (other than Company Preferred Shares owned by the Company as treasury shares) will be converted into the right to receive cash in an amount (subject to any applicable withholding Tax) equal to $9, without interest (the “Preferred Share Consideration”).  Upon receipt by Stonepeak, the Preferred Share Consideration payable upon conversion of a Company Preferred Share in accordance with the terms hereof will be deemed to have been paid in full satisfaction of all rights pertaining to such Company Preferred Share.  All Company Preferred Shares converted into the right to receive the Preferred Share Consideration pursuant to this Section 2.01(d) will cease to be outstanding and will automatically be canceled and will cease to exist when converted as a result of and pursuant to the Merger.

(e)          No Fractional Shares.  Notwithstanding anything in this Agreement to the contrary, no fraction of a Parent Share may be issued in connection with the Merger and no dividends or other distributions with respect to Parent Shares shall be payable on or with respect to any fractional share and no such fractional share will entitle the owner thereof to vote or to any rights of a shareholder of Parent.  In lieu of the issuance of any such fractional share, any holder of Company Shares who would otherwise have been entitled to a fraction of a Parent Share shall be paid cash, without interest, in an amount equal to the product of (i) the fractional share interest to which such holder would otherwise be entitled under this Article II multiplied by (ii) $51 per share.

Section 2.02         Payment of Cash Consideration and Delivery of Shares.  At or prior to the Effective Time, and in accordance with Section 2.01(c), Parent shall (i) deposit, or cause to be deposited, (A) $50,000,000 in immediately available funds into an account designated by GLNG at least two (2) Business Days prior to the Closing and (B) $530,000,000 in immediately available funds into an account designated by Stonepeak at least two (2) Business Days prior to the Closing and (ii) deliver (A) 18,627,451 Parent Shares to GLNG and (B) 12,745,098 Parent Shares to Stonepeak, in each case, free and clear of all Liens (other than those arising from any securities laws), and each Company Shareholder shall accept such Merger Consideration and Preferred Share Consideration from Parent; provided that, if and to the extent requested by Stonepeak, Parent shall, at or prior to the Effective Time, deliver a portion of the Merger Consideration (in cash or Parent Shares or a combination thereof) otherwise payable to Stonepeak to one or more of the MIS Participants in the amounts included in a schedule provided to Parent by Stonepeak at least five (5) Business Days prior to the Closing, which schedule shall include account information for each MIS Participant to receive cash Merger Consideration.

Section 2.03         Adjustments.  Notwithstanding any provision of this Article II to the contrary, if between the date of this Agreement and the Effective Time the outstanding Parent Shares, Company Shares or Company Preferred Shares shall have been changed into a different number of shares or a different class by reason of the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, the Merger Consideration and Preferred Share Consideration shall be appropriately adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction.

Section 2.04         Withholding Taxes.  Notwithstanding any provision of this Agreement to the contrary, each of Parent, Merger Sub and their respective Affiliates shall be entitled to deduct and withhold, or cause to be deducted and withheld, from any amount payable to the Company Shareholders or any of their respective Affiliates pursuant to this Agreement, any amounts that are required to be deducted and withheld by them, or their agents, under applicable Laws in respect of Taxes.  To the extent such amounts are so deducted or withheld and timely paid over to the applicable Governmental Authority in accordance with applicable Law, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.  Parent, Merger Sub, and the Company Shareholders shall reasonably cooperate, and shall cause their respective Affiliates to reasonably cooperate, in order to reduce or eliminate any amounts that would otherwise be required to be deducted and withheld on payments made pursuant to this Agreement under applicable Laws in respect of Taxes.

Section 2.05         Fair Value and Dissenter’s Rights.  Notwithstanding that section 106 of the Bermuda Companies Act obliges the Board of Directors of the Company to notify each of the Company Shareholders (i) of the fair value of the Company Shares and the Company Preferred Shares and (ii) that a dissenting shareholder is entitled to be paid the fair value of its Company Shares and/or Company Preferred Shares, each of the Company Shareholders and the Company acknowledges that the Merger Consideration and the Preferred Share Consideration set forth in this Agreement constitutes the fair value for each Company Share and each Company Preferred Share, respectively, and each of the Company Shareholders irrevocably waives all dissenter’s rights under the Company Organizational Documents or applicable Law.

ARTICLE III

The Company, and solely with respect to Sections 3.03(b), 3.03(e), 3.03(g), 3.04(b), the last sentence of Section 3.05(d), and Section 3.06(b), each of the Company Shareholders, severally and not jointly, hereby represents and warrants to Parent and Merger Sub that, except as (A) set forth in the disclosure schedule delivered by the Company to Parent and Merger Sub on the date of this Agreement (the “Company Disclosure Schedule”) (it being understood that any information set forth on one section or subsection of the Company Disclosure Schedule shall be deemed to apply to and qualify the section or subsection of this Agreement to which it corresponds in number and each other section or subsection of this Agreement to the extent that it is reasonably apparent on the face of such disclosure that such information is relevant to such other section or subsection) or (B) disclosed in any report, schedule, form, statement or other document filed with, or furnished to, the SEC by the Company since January 1, 2020, and any draft SEC filings of the Company made available by the Company to Parent and Merger Sub prior to the date of this Agreement (collectively, the “Company SEC Documents”), other than the disclosure contained in the “Risk Factors” or “Forward-Looking Statements” sections of such Company SEC Documents or that otherwise constitute risk factors or forward-looking statements of risks generally faced by participants in the industries in which the Company operates without disclosure of specific facts and circumstances:

Section 3.01          Organization; Standing.

(a)          The Company is an exempted company duly incorporated, validly existing and in good standing under the Laws of Bermuda.  The Company has all requisite corporate power and authority necessary to carry on its business as it is now being conducted and to own, lease and operate its assets and properties, except (other than with respect to the due incorporation and valid existence of the Company) as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.  The Company is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.  The Company has made available to Parent and Merger Sub a true and complete copy of each of the Company Organizational Documents as in effect on the date of this Agreement.  The Company is not in violation of the Company Organizational Documents and no Subsidiary of the Company or Joint Venture Entity is in violation of any of its organizational documents, except as would not be material to the Company, its Subsidiaries and the Joint Venture Entities taken as a whole.

(b)          Each of the Company’s Subsidiaries and each Joint Venture Entity is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except as would not be material to the Company, its Subsidiaries and the Joint Venture Entities taken as a whole.

Section 3.02         Capitalization.

(a)          The authorized share capital of the Company consists of 46,950,154 Company Shares and 100,000,000 Company Preferred Shares.  At the close of business on January 12, 2021 (the “Capitalization Date”), (i) 46,950,154 Company Shares (excluding any treasury shares which may be deemed to be issued) and 20,000,000 Company Preferred Shares were issued and outstanding, (ii) 23,475,077 Company Shares were held by GLNG and (iii) 23,475,077 Company Shares and 20,000,000 Company Preferred Shares were held by Stonepeak. Since the Capitalization Date through the date of this Agreement, neither the Company nor any of its Subsidiaries or Joint Venture Entities has (1) issued any Company Securities or incurred any obligation to make any payments based on the price or value of any Company Securities or dividends paid thereon that were outstanding as of the Capitalization Date, or (2) established a record date for, declared, set aside for payment or paid any dividend on, or made any other distribution in respect of, any shares of the Company’s capital stock.

(b)          Except as described in this Section 3.02, as of the Capitalization Date, there were (i) no outstanding shares of share capital of, or other equity or voting interests in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of share capital of, or other equity or voting interests in, the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligate the Company to issue, any shares of, or other equity or voting interests in, or any securities convertible into or exchangeable for shares of, or other equity or voting interests in, the Company, (iv) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any shares of, or other equity or voting interests in, the Company (the items in clauses (i), (ii), (iii) and (iv) being referred to collectively as “Company Securities”) and (v) no other obligations by the Company or any of its Subsidiaries or the Joint Venture Entities to make any payments based on the price or value of any Company Securities or dividends paid thereon.  There are no outstanding agreements or instruments of any kind that obligate the Company or any of its Subsidiaries or the Joint Venture Entities to repurchase, redeem or otherwise acquire any Company Securities (or obligate the Company to grant, extend or enter into any such agreements relating to any Company Securities) or that grant any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any Company Securities.  Except as described in this Section 3.02, no direct or indirect Subsidiary of the Company or Joint Venture Entity owns any Company Shares.  Except as listed on Section 3.02(b) of the Company Disclosure Schedule, none of the Company, its Subsidiaries or the Joint Venture Entities is a party to any shareholders’ agreement, voting trust agreement, registration rights agreement or other similar agreement relating to any Company Securities or any other agreement relating to the disposition, voting or dividends with respect to any Company Securities.  All outstanding Company Shares and Company Preferred Shares have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights.

(c)          Section 3.02(c) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, the name and jurisdiction of organization of each of the Company’s Subsidiaries and includes a true and complete organizational chart setting forth the Company’s direct and indirect ownership of each of its Subsidiaries and Joint Venture Entities.  Except as disclosed on Section 3.02(c) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of, or other equity or voting interests in, each Subsidiary of the Company (except for directors’ qualifying shares or similar interests) are owned, directly or indirectly, beneficially and of record, by the Company free and clear of all Liens and material transfer restrictions.

(d)          Section 3.02(d) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, any joint venture, partnership or other similar arrangement or other entity in which the Company has an equity interest (other than a wholly owned Subsidiary of the Company) (each a “Joint Venture Entity” and collectively the “Joint Venture Entities”), including for each Joint Venture Entity, (i) the name and jurisdiction of formation of such Joint Venture Entity, (ii) the number of shares of capital stock of, or other equity or voting interests in, such Joint Venture Entity that is owned, directly or indirectly, beneficially and of record, by the Company or by any Subsidiary of the Company (the “Joint Venture Interests”), (iii) the total number of outstanding shares of capital stock of, or other equity or voting interests in, such Joint Venture Entity and (iv) the percentage ownership interests of such Joint Venture Entity held directly or indirectly by the Company.  Except as disclosed on Section 3.02(d) of the Company Disclosure Schedule, all of the Joint Venture Interests are owned by the Company or its Subsidiaries, as applicable, free and clear of all Liens and material transfer restrictions other than transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) or other applicable securities Laws.

(e)          Each outstanding share of capital stock of each Subsidiary of the Company and each Joint Venture Interest that is held, directly or indirectly, by the Company, is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights, and there are no subscriptions, options, warrants, rights, calls, contracts or other commitments, restrictions or arrangements relating to the issuance, acquisition, redemption, repurchase or sale of any shares of capital stock or other equity or voting interests of any Subsidiary of the Company or any Joint Venture Entity, including any right of conversion or exchange under any outstanding security, instrument or agreement, any agreements granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any securities of any Subsidiary of the Company or any Joint Venture Entity.  None of the Subsidiaries of the Company, and to the Knowledge of the Company, none of the Joint Venture Entities has any outstanding equity compensation plans relating to the capital stock of, or other equity or voting interests in, any Subsidiary of the Company or, to the Knowledge of the Company, any Joint Venture Entity.

(f)          Neither the Company nor any of its Subsidiaries or Joint Venture Entities has any obligation to make any payments based on the price or value of any securities of any Subsidiary of the Company or any Joint Venture Entity or dividends paid thereon.  No holder of securities in the Company or any of its Subsidiaries or Joint Venture Entities has any right to have such securities registered by the Company or any of its Subsidiaries or Joint Venture Entities.

Section 3.03          Authority; Noncontravention.

(a)          The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactions.  The execution, delivery and performance by each of the Company and the Company Shareholders of this Agreement and the Statutory Merger Agreement, and the consummation by the Company and the Company Shareholders of the Transactions, have been duly and unanimously authorized and approved by the Board of Directors of the Company, and, except for executing and delivering the Statutory Merger Agreement and filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act, no other action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the Statutory Merger Agreement and the consummation by the Company of the Transactions.  This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).

(b)          Such Company Shareholder has all necessary corporate or other entity power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactions.  Except for executing and delivering the Statutory Merger Agreement and filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act, no other action on the part of such Company Shareholder is necessary to authorize the execution, delivery and performance by such Company Shareholder of this Agreement and the Statutory Merger Agreement and the consummation by such Company Shareholder of the Transactions.  This Agreement has been duly executed and delivered by such Company Shareholder and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of such Company Shareholder, enforceable against such Company Shareholder in accordance with its terms, subject to the Bankruptcy and Equity Exception.

(c)          The Board of Directors of the Company has unanimously:

(i)          determined that the Merger Consideration constitutes fair value for each Company Share in accordance with the Bermuda Companies Act and that the Preferred Share Consideration constitutes fair value for each Company Preferred Share in accordance with the Bermuda Companies Act;

(ii)         determined that the Merger, on the terms and subject to the conditions set forth herein, is fair to, and in the best interests of, the Company and its shareholders;

(iii)        approved this Agreement, the Statutory Merger Agreement and the Transactions; and

(iv)        recommended approval of the Merger, this Agreement and the Statutory Merger Agreement to the holders of Company Shares.

(d)          The Board of Directors of the Company has directed that the Merger, this Agreement and the Statutory Merger Agreement be submitted to the holders of Company Shares and the holders of Company Preferred Shares for their approval.

(e)          The Company Shareholder Consent is valid and in full effect, and is the only vote or approval of the holders of any class or series of share capital or other equity of the Company or any of its Subsidiaries or Joint Venture Entities that is necessary to approve this Agreement and the Merger.

(f)          Except as disclosed on Section 3.03(f) of the Company Disclosure Schedule, none of (i) the execution and delivery of this Agreement or the Statutory Merger Agreement by the Company, (ii) the consummation by the Company of the Transactions, or (iii) performance or compliance by the Company with any of the terms or provisions hereof, will (A) contravene, conflict with or violate any provision (1) of the Company Organizational Documents or (2) of the similar organizational documents of Company Shareholders or any of the Company’s Subsidiaries or the Joint Venture Entities or (B) assuming (1) compliance with the matters set forth in Section 4.03(b) (other than Section 4.03(b)(iii)(A)) (and assuming the accuracy of the representations and warranties made in such Section 4.03(b)), (2) that the actions described in Section 4.03(a) have been completed, (3) that the authorizations, consents and approvals referred to in Section 3.04 and (4) that the filings referred to in Section 3.04 are made and any waiting periods thereunder have terminated or expired, in the case of each of the foregoing clauses (1) through (4), prior to the Effective Time, (w) violate any Law applicable to the Company or any of its Subsidiaries or the Joint Venture Entities, (x) violate or constitute a breach of or default (with or without notice or lapse of time or both) under any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which the Company or any of its Subsidiaries or the Joint Venture Entities is a party or by which any of the assets or properties of the Company, its Subsidiaries or the Joint Venture Entities, as applicable, are bound, or give rise to any right to terminate, cancel, amend, modify or accelerate the Company’s or, if applicable, any of its Subsidiaries’, the Joint Venture Entities’ or the Company Shareholders’, rights or obligations under any such Contract, (y) give rise to any right of first refusal, preemptive right, tag-along right, transfer right or other similar right of any other party to a Contract to which the Company, any of its Subsidiaries, either of the Company Shareholders or any of the Joint Venture Entities is bound, or (z) result in the creation of any Lien on any properties or assets of the Company or any of its Subsidiaries or the Joint Venture Entities, except, in the case of clause (A)(2) and clause (B), as would not reasonably be expected to have a Material Adverse Effect.

(g)          Except as disclosed on Section 3.03(g) of the Company Disclosure Schedule, none of (i) the execution and delivery of this Agreement or the Statutory Merger Agreement by such Company Shareholder, (ii) the consummation by such Company Shareholder of the Transactions, or (iii) performance or compliance by such Company Shareholder with any of the terms or provisions hereof, will (A) contravene, conflict with or violate any provision (1) of the Company Organizational Documents or (2) of the similar organizational documents of such Company Shareholder or any of the Company’s Subsidiaries or the Joint Venture Entities or (B) assuming (1) compliance with the matters set forth in Section 4.03(b) (other than Section 4.03(b)(iii)(A)) (and assuming the accuracy of the representations and warranties made in such Section 4.03(b)), (2) that the actions described in Section 3.03(a) and 3.03(b) have been completed, (3) that the authorizations, consents and approvals referred to in Section 3.04 and (4) that the filings referred to in Section 3.04 are made and any waiting periods thereunder have terminated or expired, in the case of each of the foregoing clauses (1) through (4), prior to the Effective Time, (w) violate any Law applicable to the Company or any of its Subsidiaries or the Joint Venture Entities, (x) violate or constitute a breach of or default (with or without notice or lapse of time or both) under any Contract to which the Company or any of its Subsidiaries or the Joint Venture Entities is a party or by which any of the assets or properties of the Company,  its Subsidiaries or the Joint Venture Entities, as applicable, are bound, or give rise to any right to terminate, cancel, amend, modify or accelerate the Company’s or, if applicable, any of its Subsidiaries’, the Joint Venture Entities’ or the Company Shareholders’, rights or obligations under any such Contract, (y) give rise to any right of first refusal, preemptive right, tag-along right, transfer right or other similar right of any other party to a Contract to which the Company, any of its Subsidiaries, such Company Shareholder or any of the Joint Venture Entities is bound, or (z) result in the creation of any Lien on any properties or assets of the Company or any of its Subsidiaries or the Joint Venture Entities, except, in the case of clause (A)(2) and clause (B), as would not reasonably be expected to have a Material Adverse Effect.

Section 3.04         Governmental Approvals.

(a)          Except for (i) the filing of (A) the Merger Application with the Registrar pursuant to the Bermuda Companies Act and (B) appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries or Joint Venture Entities is qualified to do business, (ii) filings required under, and compliance with other applicable requirements of, the HSR Act, and such other consents, approvals, filings, authorizations, declarations or registrations as are required to be made or obtained under any non-U.S. Antitrust Laws, (iii) for other consents, approvals, filings, authorizations, declarations or registrations listed on Section 3.04 of the Company Disclosure Schedule, and (iv) permission of the Bermuda Monetary Authority in respect of the Merger for the purposes of the Exchange Control Act 1972 of Bermuda and the related regulations made thereunder, no consent or approval of, or filing, license, permit or authorization, declaration or registration with, or notification to, or waiver from, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions.

(b)          Except for (i) the filing of (A) the Merger Application with the Registrar pursuant to the Bermuda Companies Act and (B) appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries or the Joint Venture Entities is qualified to do business, (ii) filings required under, and compliance with other applicable requirements of, the HSR Act, and such other consents, approvals, filings, authorizations, declarations or registrations as are required to be made or obtained under any non-U.S. Antitrust Laws, and (iii) for other consents, approvals, filings, authorizations, declarations or registrations listed on Section 3.04 of the Company Disclosure Schedule, no consent or approval of, or filing, license, permit or authorization, declaration or registration with, or notification to, or waiver from, any Governmental Authority is necessary for the execution and delivery of this Agreement by such Company Shareholder, the performance by such Company Shareholder of its obligations hereunder and the consummation by such Company Shareholder of the Transactions.

Section 3.05         Company SEC Documents; Financial Statements; Undisclosed Liabilities.

(a)          The Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  Except as disclosed on Section 3.05(a) of the Company Disclosure Schedule, as of the date of this Agreement, there are no outstanding written comments from the SEC with respect to the Company SEC Documents.

(b)          Section 3.05(b) of the Company Disclosure Schedule includes true, correct and complete copies of the following financial statements (collectively, the “Financial Statements”): the Company’s consolidated unaudited (i) balance sheet, statements of operations, stockholders’ equity and cash flows for the fiscal years ended December 31, 2019, 2018 and 2017 and (ii) balance sheet as of September 30, 2020 (the “Latest Balance Sheet”) and statements of operations, stockholders’ equity and cash flows for the nine (9) months then ended.  The Financial Statements (including all notes thereto) have been prepared in accordance with GAAP, consistently applied, were prepared from the books and records of the Company and present fairly in all material respects the financial condition and results of operations of the Company as of the times and for the periods referred to therein, subject to (i) the absence of footnote disclosures and (ii) changes resulting from normal year-end adjustments that are not material in amount.  Since the Latest Balance Sheet through the date of this Agreement, there have been no material changes in the accounting policies of the Company (including any change in depreciation or amortization policies or rates, or policies with respect to reserves for uncollectible accounts receivable or excess or obsolete inventory) and no revaluation of the Company’s properties or assets.  Section 3.05(b) of the Company Disclosure Schedule contains a true, correct and complete list of all Indebtedness and identifies for each item of Indebtedness the outstanding principal, the accrued but unpaid interest and any applicable prepayment or call penalty or premium, in each case, as of the date of this Agreement.

(c)          The Company maintains books and records that fairly reflect, in all material respects, the assets and liabilities of the Company and the Company maintains a proper and effective system of accounting controls sufficient to provide reasonable assurances that (i) transactions are executed with management’s authorization and (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of the Company and to maintain accountability for the Company’s consolidated assets, (iii) access to assets of the Company is permitted only in accordance with management’s authorization, (iv) the reporting of assets of the Company is compared with existing assets at regular intervals and (v) proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current and timely basis.

(d)          Since January 1, 2017, neither the Company, nor any director, officer, or, to the Company’s Knowledge, employee or accountant thereof, has received any material complaint, allegation, assertion or claim, whether written or oral, that the Company has engaged in illegal or fraudulent accounting practices.  There are no significant deficiencies or material weaknesses in the design or operation of the internal controls of the Company which have materially and adversely affected the ability of the Company to record, process, summarize and report financial data.  There is no fraud, whether or not material, involving management or other employees that was reported to the board or management of the Company.

Section 3.06         Absence of Certain Changes.  From September 30, 2020 through the date of this Agreement, (a) (i) except for the execution, delivery and performance of this Agreement and the discussions, negotiations and transactions related thereto, the business of the Company, its Subsidiaries and, to the Knowledge of the Company, the Joint Venture Entities has been carried on and conducted in all material respects in the Ordinary Course and (ii) neither the Company nor any of its Subsidiaries or, to the Knowledge of the Company, any Joint Venture Entity has taken any action or failed to take any action that would have resulted in a breach of Section 5.01(b)(i), (ii)(C), (iii), (iv), (v), (vii), (ix), (xi), (xii), (xiii), (xiv), (xv), (xvi) or (xvii) (to the extent related to any of the foregoing clauses) had the restrictions thereunder been in effect since September 30, 2020, and (b) there has not been any event, circumstance, development, change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 3.07         Legal Proceedings.  Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there is no (a) pending or, to the Knowledge of the Company, threatened legal or administrative proceeding, suit, arbitration, action, claim, dispute, hearing, charge, complaint, indictment, litigation or, to the Knowledge of the Company, investigation against the Company or any of its Subsidiaries or the Joint Venture Entities, or (b) outstanding injunction, order, judgment, ruling, decree or writ imposed upon the Company or any of its Subsidiaries or the Joint Venture Entities or any director or officer of the Company or any of its Subsidiaries or the Joint Venture Entities or, to the Knowledge of the Company, any other Person for whom the Company or any of its Subsidiaries or the Joint Venture Entities may be liable as an indemnifying party or otherwise, in each case, by or before any Governmental Authority.

Section 3.08         Compliance with Laws; Permits.

(a)          The Company, each of its Subsidiaries and, to the Knowledge of the Company, each of the Joint Venture Entities are, and since January 1, 2018, have been, in compliance in all material respects with all federal, national, provincial, state, local or multinational laws, statutes, common laws, ordinances, codes, rules, orders, judgments, injunctions, writs, decrees, governmental guidelines or interpretations having the force of law, Permits, regulations, decrees, codes or executive orders enacted, issued, adopted, promulgated or applied by or on behalf of any Governmental Authorities (collectively, “Laws”) applicable to the Company or any of its Subsidiaries or the Joint Venture Entities.

(b)          The Company, each of its Subsidiaries and, to the Knowledge of the Company, each of the Joint Venture Entities, holds, and since January 1, 2018, has held, all material licenses, franchises, permits, certificates, approvals, authorizations and registrations from Governmental Authorities (collectively, “Permits”) necessary for the Company, each such Subsidiary and each such Joint Venture Entity, as applicable, to own, lease and operate its properties and assets and necessary for the lawful conduct of their respective businesses as each such business is now being, or at such time was, conducted, and all such Permits are in full force and effect.

Section 3.09         Tax Matters.

(a)          Each of the Company, its Subsidiaries and the Joint Venture Entities has prepared (or caused to be prepared) and timely filed (taking into account valid extensions of time within which to file) all material Tax Returns required to be filed by it.  All such filed Tax Returns (taking into account all amendments thereto) are true, complete and accurate in all material respects, and all material Taxes owed by the Company, its Subsidiaries and the Joint Venture Entities that are due (whether or not shown on any Tax Return) (i) have been duly and timely paid or (ii) are being contested in good faith by appropriate Proceedings and have been adequately reserved against in accordance with GAAP.

(b)          Neither the Company nor any of its Subsidiaries or any Joint Venture Entity has received written notice of any audits, examinations, investigations, claims or other Proceedings in respect of any material Taxes or material Tax Returns of the Company or any of its Subsidiaries or the Joint Venture Entities and there are no audits, examinations, investigations, claims or other Proceedings pending, proposed (tentatively or definitely), asserted, or threatened in writing with respect to any material Taxes payable by or with respect to the Company or any of its Subsidiaries or the Joint Venture Entities.

(c)          There are no Liens for material Taxes on any of the assets of the Company or any of its Subsidiaries or on any of the assets of the Joint Venture Entities, in each case other than Permitted Liens.

(d)          Neither the Company nor any of its Subsidiaries or the Joint Venture Entities has been either a “controlled corporation” or a “distributing corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in any distribution of stock occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code.

(e)          No deficiency for any material Tax has been asserted or assessed, or, to the Knowledge of the Company, proposed or threatened by any Governmental Authority in writing against the Company, any of its Subsidiaries or any Joint Venture Entity, except for deficiencies that have been satisfied by payment in full, settled or withdrawn.

(f)          Neither the Company nor any of its Subsidiaries has agreed to any currently effective extension of time with respect to an assessment or deficiency for material Taxes, and no request for such extension is pending. To the Knowledge of the Company, no Joint Venture Entity has agreed to any currently effective extension of time with respect to an assessment or deficiency for material Taxes, and no request for such extension is pending.

(g)          Neither the Company nor any of its Subsidiaries or, to the Knowledge of the Company, any Joint Venture Entity has participated in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

(h)          The Company, each of its Subsidiaries and each Joint Venture Entity have withheld all material Taxes required to have been withheld by them in connection with amounts paid or owed to (or any benefits or property provided to) any employee, independent contractor, creditor, shareholder or any other third party and have complied in all material respects with all related Tax reporting and deposit requirements.

(i)          Neither the Company nor any of its Subsidiaries or any Joint Venture Entity is a party to any material Tax allocation, sharing, indemnity or similar agreement (other than agreements entered into in the Ordinary Course the principal purpose of which is not the allocation or indemnification of Taxes or agreements solely between or among any of the Company, its Subsidiaries and the Joint Venture Entities).

(j)          Neither the Company nor any of its Subsidiaries or, to the Knowledge of the Company, any Joint Venture Entity (i) has granted any power of attorney that will remain in force after the Closing with respect to any matters relating to any Taxes, (ii) has applied for a ruling from a taxing authority relating to any material Taxes or has proposed to enter into an agreement with a taxing authority that is pending, or (iii) has entered into any “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or non-U.S. Tax Law) or been issued any private letter rulings, technical advance memoranda or similar agreement or rulings by any taxing authority.

(k)          Neither the Company nor any of its Subsidiaries or, to the Knowledge of the Company, any Joint Venture Entity has ever been a member of an affiliated, combined, consolidated or unitary Tax group for purposes of filing any Tax Return except for a group of which the Company or one of its Subsidiaries is the common parent.  Neither the Company nor any of its Subsidiaries or, to the Knowledge of the Company, any Joint Venture Entity has any liability for any Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 or any similar provision of state, local, or non-U.S. law, or as a transferee or successor, or by operation of Law.

(l)          Neither the Company nor any of its Subsidiaries or, to the Knowledge of the Company, any Joint Venture Entity (i) has a permanent establishment (within the meaning of an applicable Tax treaty), branch, or other fixed place of business, nor (ii) has otherwise been, or deemed to be, engaged in a trade or business in any jurisdiction, other than its own country of incorporation or formation, and no claim in writing has been made by any Governmental Authority in a jurisdiction where the Company, its Subsidiaries or the Joint Venture Entities do not file Tax Returns that the Company or any of its Subsidiaries or the Joint Venture Entities is or may be subject to Tax in that jurisdiction.

(m)         Neither the Company nor any of its Subsidiaries or, to the Knowledge of the Company, any Joint Venture Entity will be required to include any material item of income or gain in, or exclude any material item of deduction or loss from, taxable income from any taxable period (or portion thereof) beginning after the Closing Date as a result of (i) any change in a method of accounting for a taxable period ending on or before the Closing Date, (ii) any installment sale or open transaction disposition, intercompany transaction or intercompany account made or existing on or before the Closing, (iii) any prepaid amount received or deferred revenue accrued on or prior to the Closing, or (iv) any “closing agreement” within the meaning of Section 7121 of the Code (or any corresponding or similar provision of applicable Tax Law) executed on or before the Closing.

(n)          For purposes of this Agreement, (i) “Tax” means (A) all federal, national, provincial, state or local taxes, charges, fees, levies, duties, tariffs, imposts, or other similar assessments or liabilities in the nature of taxes, including gross income, net income, capital gains, gross receipts, estate, branch profits, estimated, alternative or minimum, ad valorem, value-added, excise, real property, personal property, sales, use, transfer, stamp, registration, recording, documentary, customs, import, export, services, withholding, employment, unemployment, severance, social security, disability, national health insurance, payroll and franchise taxes imposed by a Governmental Authority, together with any interest, penalties, assessments or additions to tax, whether disputed or not, imposed by any Governmental Authority, and (B) any liability for any of the items described in clause (A) above resulting from having been a member of a group filing an affiliated, consolidated, combined or unitary income Tax Return, by operation of any other Law, or pursuant to a contract; and (ii) “Tax Returns” means all reports, returns, forms, declarations, statements or other information, including any supplement, schedule or attachment thereto and any amendment thereof, supplied to or required to be supplied to a Governmental Authority in connection with the determination, assessment, administration, or collection of Taxes.

Section 3.10         Employee Benefits.

(a)          Section 3.10(a) of the Company Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each material Company Plan.  With respect to each material Company Plan, the Company has made available to Parent a true and complete copy of, to the extent applicable: (i) the plan document and any amendments thereto (including a written description of the material provisions of each unwritten material Company Plan), (ii) the most recent summary plan description and any summary of material modification thereto, (iii) each trust, insurance or annuity contract or other funding vehicle with respect to each funded or insured plan, (iv) the most recent annual report on Form 5500 and any schedules thereto, (v) the most recent financial statements and actuarial or other valuation reports, (vi) the most recent determination letter (or, if applicable, advisory or opinion letter) and (vii) all notices or correspondence received in the past three (3) years with respect to any Company Plan from any Governmental Authority.

(b)          Each Company Plan has been established, adopted, operated, maintained and administered in material compliance with its terms and applicable Law, except as would not reasonably be expected to result in material liability to the Company.  All material payments and contributions required to be made under the terms of any Company Plan and applicable Laws have been timely made or accrued or otherwise adequately reserved to the extent required by and in accordance with GAAP.  No non-exempt “prohibited transaction” (within the meaning of Section 406 of ERISA and Section 4975 of the Code) has occurred or is reasonably expected to occur with respect to any Company Plan.

(c)          Each Company Plan intended to be qualified under Section 401(a) of the Code does so qualify, and any trusts intended to be exempt from federal income taxation under the provisions of Section 501(a) of the Code are so exempt.  To the Knowledge of the Company, nothing has occurred with respect to the operation of the Company Plans that would reasonably be expected to cause the denial or loss of such qualification or exemption.

(d)          Neither the Company nor any of its Subsidiaries or, to the Knowledge of the Company, any Joint Venture Entity operates, maintains, contributes to, is required to contribute to or sponsors (or has in the past six (6) years established, operated, maintained, contributed to, been required to contribute to or sponsored) (i) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (ii) a “multiple employer plan” (within the meaning of Section 413(c) of the Code), (iii) a “single-employer plan” (within the meaning of Section 4001(a)(15) of ERISA), or (iv) a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA). 

(e)          There are no pending or, to the Knowledge of the Company, threatened Proceedings (other than routine claims for benefits) against or affecting any Company Plan by any employee or officer (or beneficiary thereof) of the Company or any of its Subsidiaries covered under such Company Plan, as applicable, or otherwise involving such Company Plan. To the Knowledge of the Company, there are no pending or threatened Proceedings (other than routine claims for benefits) against or affecting any Company Plan by any employee or officer (or beneficiary thereof) of any Joint Venture Entity covered under such Company Plan, as applicable, or otherwise involving such Company Plan.

(f)          Except as required by applicable Law, neither the Company nor any of its Subsidiaries or any Joint Venture Entity has any obligations with respect to any post-termination health, welfare or life insurance benefits under any Company Plan (other than for continuation coverage required to be provided pursuant to Section 4980B of the Code (or comparable Law)).

(g)          Each Company Plan which is a “nonqualified deferred compensation plan” subject to Section 409A or 457A of the Code has been established, operated and maintained in material compliance with Section 409A or 457A of the Code, as applicable. No Company Plan provides for any reimbursement of any penalty or additional income Taxes incurred under Section 409A or 457A of the Code.  No Company Plan provides for any reimbursement of any excise Taxes incurred under Section 4999 of the Code.

(h)          Neither the execution or delivery of this Agreement nor the consummation of the Transactions will, either alone or in conjunction with any other event, (i) entitle any current or former director, officer, employee or individual service provider of the Company, any of its Subsidiaries or any Joint Venture Entity to any material payment or benefit (or result in the funding of any such material payment or benefit), (ii) materially increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any director, officer, employee or individual service provider of the Company, any of its Subsidiaries or any Joint Venture Entity, (iii) accelerate the time of payment, funding or vesting of amounts due any such director, officer, employee or individual service provider of the Company, any of its Subsidiaries or, any Joint Venture Entity, (iv) after giving effect to Section 5.16 of this Agreement, result in the imposition of any excise tax imposed under Section 4999 of the Code, or (v) limit or restrict the right of Parent, the Surviving Company, the Company, any of its Subsidiaries or any Joint Venture Entity to merge, amend or terminate any Company Plan.

(i)           Each International Plan (i) has been established, operated, maintained and administered in material compliance with its terms and all applicable Laws; (ii) if required to be registered or approved by a non-U.S. Governmental Authority, has been registered or approved and has been maintained in good standing with applicable regulatory authorities, and, to the Knowledge of the Company, no event has occurred since the date of the most recent approval or application therefor relating to any such International Plan that would reasonably be expected to adversely affect any such approval or good standing; (iii) that is intended to qualify for special Tax treatment meets all the requirements for such treatment; (iv) if required to be fully funded or fully insured, is fully funded or fully insured, as applicable, on an ongoing and termination or solvency basis (determined using reasonable actuarial assumptions) in compliance with applicable Laws; and (v) is not subject to any pending or, to the Knowledge of the Company, threatened material Proceedings (other than routine claims for benefits) by or on behalf of any participant in any International Plan, or otherwise involving any such International Plan or the assets of any International Plan, other than routine claims for benefits.

Section 3.11         Labor Matters.

(a)          None of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any Joint Venture Entity is a party to, or bound by, any collective bargaining agreement, collective agreement, or any other similar labor-related agreements or arrangements with any labor union, trade union, labor organization or works council. There are no collective bargaining agreements, collective agreements, or any other labor-related agreements or arrangements that pertain to any of the employees of the Company, its Subsidiaries or the Joint Venture Entities. No labor union, trade union, labor organization or works council represents employees of the Company, its Subsidiaries or the Joint Venture Entities with respect to their employment with the Company or its Subsidiaries or the Joint Venture Entities, as applicable.

(b)          No labor union, labor organization, works council, or group of employees of the Company, its Subsidiaries or, to the Knowledge of the Company, the Joint Venture Entities has made a pending demand for recognition or certification, and, to the Knowledge of the Company, there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of the Company, since January 1, 2018, there have been no labor union organizing activities with respect to any employees of the Company, its Subsidiaries or the Joint Venture Entities.

(c)          Since January 1, 2018, there has been no actual or, to the Knowledge of the Company, threatened unfair labor practice charges, material grievances, material arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other labor disputes against the Company, its Subsidiaries or, to the Knowledge of the Company, the Joint Venture Entities.

(d)          The Company, its Subsidiaries and the Joint Venture Entities have satisfied any pre-signing legal or contractual requirement to provide notice to, or to enter into any consultation procedure with, any labor union, labor organization or works council, which is representing any employee, in connection with the execution of this Agreement or the transactions contemplated by this Agreement.

(e)          The Company, its Subsidiaries and the Joint Venture Entities are in material compliance with all applicable laws respecting employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, wages and hours, child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance.

(f)          The Company, its Subsidiaries and, to the Knowledge of the Company, the Joint Venture Entities are not and have not been: (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246 or any other applicable Law requiring affirmative action or other employment related actions for government contractors or subcontractors, or (iii) otherwise required to maintain an affirmative action plan with respect to United States employees.

(g)          To the Company’s Knowledge, no employee of the Company is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to the Company or (ii) to a former employer of any such employee relating (A) to the right of any such employee to be employed by the Company or (B) to the knowledge or use of trade secrets or proprietary information.

(h)          The Company, its Subsidiaries and the Joint Venture Entities are not delinquent in any material amounts in payments to any employees or former employees for any services or amounts required to be reimbursed or otherwise paid.

(i)          Since January 1, 2018, the Company, its Subsidiaries and, to the Knowledge of the Company, the Joint Venture Entities have not received (i) notice of any unfair labor practice charge or complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other complaints, grievances or arbitration procedures against them, (iii) notice of any charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other Proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

(j)          Since January 1, 2018, the Company, its Subsidiaries and the Joint Venture Entities have been in compliance with all notice and other requirements under the Worker Adjustment and Retraining Notification Act and any similar foreign, state or local law relating to plant closings and layoffs.

(k)          To the Knowledge of the Company, no current employee of the Company, its Subsidiaries or the Joint Venture Entities, who is at the level of Vice President or higher, intends to terminate his or her employment.

(l)          The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any breach or other violation of any collective bargaining agreement, employment agreement, consulting agreement or any other labor-related agreement to which any of the Company, its Subsidiaries or the Joint Venture Entities is a party or bound.

(m)         None of the Company, its Subsidiaries or the Joint Venture Entities is party to a settlement agreement with a current or former officer, employee or independent contractor of the Company, its Subsidiaries or the Joint Venture Entities that has been entered into since January 1, 2018 and involves allegations relating to sexual harassment by either (i) an officer of the Company, its Subsidiaries or the Joint Venture Entities or (ii) an employee of the Company, its Subsidiaries or the Joint Venture Entities at the level of Vice President or above.  To the Knowledge of the Company, since January 1, 2018, no allegations of sexual harassment have been made against (i) any officer of the Company, its Subsidiaries or the Joint Venture Entities or (ii) an employee of the Company, its Subsidiaries or the Joint Venture Entities at a level of Vice President or above.

Section 3.12         Intellectual Property.

(a)          Section 3.12(a) of the Company Disclosure Schedule sets forth a list of all material registrations and applications for Intellectual Property owned by the Company, its Subsidiaries or the Joint Venture Entities.

(b)          Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) the Company, its Subsidiaries and, to the Knowledge of the Company, the Joint Venture Entities have sufficient rights to use all Intellectual Property necessary for the conduct of the business of the Company, its Subsidiaries and the Joint Venture Entities as currently conducted, and (ii) to the Knowledge of the Company, the operation of the business of the Company, its Subsidiaries and the Joint Venture Entities as currently conducted does not violate, misappropriate or infringe the Intellectual Property rights of any other Person.

(c)          Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, no claims against the Company or any of its Subsidiaries, or any Joint Venture Entity are pending or, to the Knowledge of the Company, threatened (i) challenging the ownership, enforceability, scope, validity or use by any of the Company, its Subsidiaries or the Joint Venture Entities of any Intellectual Property or (ii) alleging that any of the Company, its Subsidiaries or the Joint Venture Entities is violating, misappropriating or infringing the Intellectual Property rights of any Person.

(d)          Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) to the Knowledge of the Company, no Person is misappropriating, violating or infringing the rights of any of the Company, its Subsidiaries or the Joint Venture Entities with respect to any Intellectual Property owned by the Company, a Subsidiary of the Company or a Joint Venture Entity and (ii) there are no claims pending or threatened by the Company, its Subsidiaries or, to the Knowledge of the Company, the Joint Venture Entities against any other Person with respect to any violation, misappropriation or infringement of the Intellectual Property rights of the Company, any of its Subsidiaries or any Joint Venture Entity.

(e)          Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) the Company, each of its Subsidiaries and each Joint Venture Entity have taken reasonable measures to protect the (A) information technology systems owned or controlled by the Company or such Subsidiary or Joint Venture Entity and used in the course of the operations of its business, and (B) personal information gathered, used or held for use by the Company or such Subsidiary or Joint Venture Entity in the course of the operations of its business, and (ii) to the Knowledge of the Company, there has not been any unauthorized disclosure or use of, or access to, any such personal information or breach of security of such information technology systems.

Section 3.13         Anti-Takeover Provisions.  No “moratorium”, “control share acquisition” or other similar anti-takeover statute or similar statute or regulation (each, a “Takeover Law”) applies to the Company with respect to this Agreement or the Merger.

Section 3.14         Title to Properties; Security Interests.  Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company, its Subsidiaries and the Joint Venture Entities have good and valid title to, or, if applicable, valid leasehold interests in, or valid license or right to use, all of the Company’s, its Subsidiaries’ and the Joint Venture Entities’ assets, in each case as such property is currently being used, subject to no security interests other than Permitted Encumbrances.

Section 3.15         Vessels.  Section 3.15 of the Company Disclosure Schedule is a true, complete and accurate list and description of all of the Company’s, its Subsidiaries’ and the Joint Venture Entities’ interest in any vessel (each a “Vessel” and collectively, “Vessels”), including each Vessel’s name, owner, charter attached to it as of the date of this Agreement, its manager, International Maritime Organization (“IMO”) number, flag, official number, date of registry, type, date of keel laid, date of the delivery, shipbuilder, length, breadth, depth, capacity (dwt), gross tonnage, net tonnage, class and notation from the applicable classification society.

(a)          At the time of Closing, (i) each Vessel will be duly registered in the name of its legal owner under and pursuant to the laws of the Republic of the Marshall Islands and (ii) all fees due and payable in connection with such registration will have been paid.

(b)          Since January 1, 2020, except as disclosed on Section 3.15(b) of the Company Disclosure Schedule, each Vessel has been maintained in the Ordinary Course and has been in good operating order, condition and repair and seaworthy in all material respects.

(c)          At the time of Closing, each Vessel shall not:

(i)          be under arrest or otherwise detained;

(ii)         other than in the Ordinary Course, be in possession of any Person (other than such Vessel’s master and crew); or

(iii)        except for Permitted Liens, be subject to any Lien.

(d)          At Closing, each Vessel shall be supplied with valid safety, safety construction, safety equipment, radio, landline, health, tonnage, trading and other certificates or documents as required under any applicable Law and internationally accepted standard, as may be necessary for the operation of such Vessel in the Ordinary Course.

(e)          As of Closing, no blacklisting or boycotting of any type has been or will have been applied or exists or will exist in respect of any Vessel.

(f)          Except as disclosed on Section 3.15(f) of the Company Disclosure Schedule, there are no outstanding options or other rights to purchase any Vessel, and on the Closing Date, there shall be on outstanding options or other rights to purchase any Vessel.

Section 3.16         Environmental Matters.

(a)          (i) The Company, its Subsidiaries and the Joint Venture Entities are now and have been since the date of formation of the Company in compliance in all material respects with all applicable Environmental Laws; and (ii) the Company, its Subsidiaries and the Joint Venture Entities has obtained, maintained, and been in compliance in all material respects with all Environmental Permits necessary for the operation of the business as presently conducted (or appropriate for current state of development) and the ownership, occupation or use of the real property of the Company, its Subsidiaries and the Joint Venture Entities.

(b)          No Release has occurred at or from any property currently or, to the Knowledge of the Company, formerly owned, leased or operated by any of the Company, its Subsidiaries or the Joint Venture Entities that remains unresolved, and neither the Company nor any of its Subsidiaries or the Joint Venture Entities has manufactured, distributed, treated, stored, disposed of, handled, Released, transported or (i) arranged for the transport of Hazardous Materials, including to any off-site location, or (ii) exposed any Person to Hazardous Materials, in each case so as to give rise to any liabilities of the Company or any of its Subsidiaries or the Joint Venture Entities under Environmental Laws or Environmental Permits, other than any liability that has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(c)          Neither the Company nor its Subsidiaries or the Joint Venture Entities have entered into or agreed to any consent order, decree or Contract, or are subject to or have received any notice of violation, claim, settlement, or order, in each case relating to liability under any Environmental Law other than any thereof that has not had, or would not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(d)          The current limitations and restrictions under the Environmental Permits of the Company, its Subsidiaries and the Joint Venture Entities authorize operation of the Company’s, its Subsidiaries’ and the Joint Venture Entities’ facilities and conducting the business as currently conducted, except where the failure to have such authorization has not had, or would not have, individually or in the aggregate, a Material Adverse Effect.

(e)          There are no Liens relating to, or written notices or Proceedings pending or, to the Knowledge of the Company, threatened regarding, any actual or potential liability under, violation of, or non-compliance with, any Environmental Law or Environmental Permit other than any liability, violation or non-compliance that has not had, and would not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(f)          The Company has delivered or otherwise made available for inspection to Parent true, complete and correct copies and results of any reports, data, investigations, audits, assessments (including Phase I environmental site assessments and Phase II environmental site assessments), material correspondence, studies, analyses, tests or monitoring in the possession of or reasonably available to any of the Company, its Subsidiaries or the Joint Venture Entities pertaining to:

(i)          any unresolved Environmental Claims;

(ii)         any Release of Hazardous Materials by the Company or any of its Subsidiaries or the Joint Venture Entities or at any property currently or formerly owned, operated or leased by the Company or any of its Subsidiaries; or

(iii)        the Company’s or any of its Subsidiaries’ compliance with applicable Environmental Laws.

Section 3.17          Company Material Contracts.

(a)          Section 3.17 of the Company Disclosure Schedule contains a list of each Contract to which any of the Company or any of its Subsidiaries is party or by which any of them or any of their properties or assets may be bound that is in effect as of the date of this Agreement and that falls in one or more of the following categories (collectively, whether or not scheduled, the “Company Material Contracts”):

(i)          a Contract containing covenants binding upon the Company or its Subsidiaries that restrict during any period of time the ability of the Company or any of its Subsidiaries to compete or engage in any business or geographical area;

(ii)         a Contract containing any “most favored nations,” exclusivity or similar right or undertaking in favor of any party other than the Company and its Subsidiaries with respect to any material goods or services purchased or sold by the Company or its Subsidiaries and that would bind Parent or any of its Subsidiaries following the Closing Date;

(iii)        any Contract with any third party which provides for the purchase of energy, capacity or ancillary services from the Company or any of its Subsidiaries and that (1) generated revenues from such third party in excess of $5,000,000 in the aggregate for any of the Company or any of its Subsidiaries during the year ended December 31, 2020 or (2) is expected to generate revenues from such third party in excess of $5,000,000 in the aggregate for the Company or any of its Subsidiaries over the term of such Contract;

(iv)         any Contract with any third party which provides operating and maintenance, asset management or other similar project-level services to the Company or any of its Subsidiaries, that involved payments by the Company or any of its Subsidiaries during the year ended December 31, 2019 in excess of $5,000,000 in the aggregate or that is expected to do so during the year ending December 31, 2020;

(v)          (A) engineering, procurement and construction Contracts, (B) material equipment supply Contracts, (C) material warranty agreements and performance guarantee Contracts, (D) operation and maintenance Contracts, and (E) asset management Contracts;

(vi)        a lease, sublease or similar Contract with any Person under which the Company or any of its Subsidiaries is a lessor or sublessor of, or makes available for use to any Person, any interests in real property;

(vii)       a lease, sublease or similar Contract with any Person under which (i) the Company or any of its Subsidiaries is lessee of, or holds or uses, any material machinery, equipment, vehicle or other tangible personal property owned by any Person or (ii) the Company or any of its Subsidiaries is a lessor or sublessor of, or makes available for use by any Person, any material tangible personal property owned or leased by the Company or its Subsidiaries, in any such case which has an aggregate future liability or receivable, as the case may be, in excess of $5,000,000 in any calendar year and is not terminable by the Company or such Subsidiary by notice of not more than 60 days for a cost, individually or together with any similar Contract, of less than $2,000,000;

(viii)      a license or sublicense or other Contract under which the Company or any of its Subsidiaries is licensee or licensor, or sub-licensee or sub-licensor of, or otherwise grants or is granted a right to use or register any material Intellectual Property used or held for use in the business currently conducted by the Company;

(ix)        a Contract for the sale of any asset or collection of assets for consideration in an amount in excess of $2,000,000;

(x)         a Contract involving the payment of more than $2,000,000 in 2019 or would reasonably be expected to provide for the purchase of more than $5,000,000 in the aggregate in respect of the Company’s business, in 2020 or any future year that is not terminable at will by the Company or any of its Subsidiaries (or by Parent and the Surviving Company following the Closing Date) on less than 60 days’ notice without penalty;

(xi)         any time charter;

(xii)       a Contract relating to any Indebtedness of the Company or any of its Subsidiaries involving principal in excess of $5,000,000;

(xiii)      a Contract under which (A) any Person has directly or indirectly guaranteed or assumed Indebtedness, liabilities or obligations of the Company or any of its Subsidiaries or (B) the Company or any of its Subsidiaries has directly or indirectly guaranteed or assumed Indebtedness, liabilities or obligations of another Person in excess of $5,000,000 individually or $10,000,000 in the aggregate;

(xiv)      a material settlement or compromise of any suit, claim, proceeding or dispute relating to the Company or any of its Subsidiaries that would materially and adversely impact the business currently being conducted by the Company or any of its Subsidiaries at or following the Closing Date;

(xv)       a Contract establishing or providing for any material partnership, strategic alliance, joint venture or material collaboration;

(xvi)      any Contract requiring capital expenditures in excess of $5,000,000 individually or $10,000,000 in the aggregate;

(xvii)     any other Contract not made in the Ordinary Course that is material to the business currently being conducted by the Company or any of its Subsidiaries in the aggregate; and

(xviii)    any currency, interest rate or other hedge, swap or other derivative Contract.

(b)          Each Company Material Contract is valid, binding and in full force and effect and is enforceable by and against the Company or one of its Subsidiaries in accordance with its terms, except as has not been and would not reasonably be expected to be material to the business currently being conducted by the Company and its Subsidiaries.  Each of the Company and its Subsidiaries has performed all obligations required to be performed by it to date under the Company Material Contracts to which it is a party and is not in breach of or default thereunder and, to the Knowledge of the Company, no other party to any Company Material Contract is in breach of or default thereunder, in each case in any respect that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(c)          The Company has made available to Parent a true and correct copy of each Company Material Contract (or, if such Contract is not in written form, a true and correct summary of the material terms thereof).

Section 3.18         Joint Venture Agreements.  As of the date of this Agreement, (a) each agreement pursuant to which any Joint Venture Entity or, to the extent relating to such Joint Venture Entity, each of its equityholders that is the Company or a Subsidiary of the Company and is a party and that would otherwise be a Company Material Contract if such Joint Venture Entity were a Subsidiary of the Company (the “Joint Venture Contracts”), is valid, binding and in full force and effect and is enforceable by and against the applicable Joint Venture Entity or equityholder in a Joint Venture Entity in accordance with its terms, except as has not been and would not reasonably be expected to be material to the Company or the Joint Venture Entity, (b) each of the Company and the Joint Venture Entities has performed all obligations required to be performed by it to date under the Joint Venture Contracts to which such Joint Venture Entity is a party and is not in breach of or default thereunder and, to the Knowledge of the Company, no other party to any Joint Venture Contract is in breach of or default thereunder, in each case in any respect that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (c) none of the Joint Venture Entities has received written notice of the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a default on the part of such Joint Venture Entity under any Joint Venture Contract, except where such default would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (d) to the Knowledge of the Company, there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute, a default on the part of any counterparty under such Joint Venture Contract, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (e) to the Knowledge of the Company, no counterparty to a Joint Venture Contract is, insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding and (f) there are no disputes under any Joint Venture Contract, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 3.19         Customers and Suppliers.

(a)          Section 3.19(a) of the Company Disclosure Schedule sets forth a list showing each customer of the Company, its Subsidiaries and the Joint Venture Entities to which sales by the Company, its Subsidiaries and the Joint Venture Entities, taken as a whole, were in excess of $10,000,000 during the twelve (12) month period ending on December 31, 2019 (each, a “Significant Company Customer”).  Since January 1, 2020 and except as set forth in Section 3.19(a) of the Company Disclosure Schedule, to the Knowledge of the Company, no Significant Company Customer has delivered a written notice to the Company or any of its Subsidiaries or the Joint Venture Entities indicating an intention to (i) terminate its relationship with, or otherwise stop purchasing products from, the Company, its Subsidiaries or the Joint Venture Entities or (ii) change, materially and adversely, the terms and conditions on which it purchases products from the Company, its Subsidiaries or Joint Venture Entities.

(b)          Section 3.19(b) of the Company Disclosure Schedule sets forth a list showing each supplier of Company, its Subsidiaries and the Joint Venture Entities that had sales to Company, its Subsidiaries and the Joint Venture Entities, taken as a whole, in excess of $5,000,000 during the twelve (12) month period ending on December 31, 2019 (each, a “Significant Company Supplier”).  Since January 1, 2020 and except as set forth in Section 3.19(b) of the Company Disclosure Schedule, to the Knowledge of the Company, no Significant Company Supplier has delivered a written notice to the Company or any of its Subsidiaries or the Joint Venture Entities indicating an intention to (i) terminate its relationship with, or otherwise stop supplying, the Company, its Subsidiaries or the Joint Venture Entities or (ii) change, materially and adversely, the terms and conditions on which it is prepared to supply the Company, its Subsidiaries or the Joint Venture Entities.

Section 3.20         Insurance Policies.

(a)          Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (a) all insurance policies maintained by or for the benefit of the Company, its Subsidiaries and the Joint Venture Entities, including those insuring or related to any Vessel, are in full force and effect and all premiums due and payable thereon have been paid; (b) neither the Company nor any of its Subsidiaries or, to the Knowledge of the Company, any Joint Venture Entity is in breach or default of any of the insurance policies or has taken any action or failed to take any action which, with notice or lapse of time, would constitute such a breach or default or permit termination or modification of any of the insurance policies; (c) neither the Company nor any of its Subsidiaries or, to the Knowledge of the Company, any Joint Venture Entity has received any notice of cancellation or termination with respect to any such insurance policies; and (d) there are no material claims pending under any such insurance policies that have been disputed or denied by the applicable insurer(s).

(b)          Section 3.20(b) of the Company Disclosure Schedule contains a true, complete and accurate list of the insurance policies insuring or related to any Vessel as of the date hereof.

Section 3.21         Export Controls.

(a)          Each of the Company, its Subsidiaries and the Joint Venture Entities and any of their respective Representatives (in each case, acting in their capacities as such) has, to the Knowledge of the Company, conducted all export transactions in all material respects in accordance with any applicable Trade Control Law since the later of its formation and January 1, 2016.  There are no Contracts between the Company, any of its Subsidiaries or any Joint Venture Entity and any Person engaged in international trade or export on behalf of the Company, any of its Subsidiaries or any Joint Venture Entity (including any Person identified on the U.S. Department of the Treasury’s Specially Designated Nationals List).  No export or import Permits, license exceptions or other consents are required to operate the business of the Company or any of its Subsidiaries as currently conducted. No export or import Permits, license exceptions or other consents are required to operate the business of the Joint Venture Entities as currently conducted.

(b)          The Company, its Subsidiaries and the Joint Venture Entities are not, to the Knowledge of the Company, engaged in any activities to establish, support or maintain any business relationships with, or contracted to sell, supply, distribute or otherwise provide any goods or services to, any Governmental Authority within, and any Person organized or domiciled in or that is a citizen of, Cuba, Iran, the Republic of North Korea, the Republic of the Sudan, Syria, the Crimea Region of the Ukraine or any other country or territory against which the United States maintains comprehensive trade sanctions and/or economic embargoes.

(c)          Neither the Company nor any of its Subsidiaries or any Joint Venture Entity has been, since the later of its formation and January 1, 2016, and as of the date of this Agreement is, the subject of a charging letter or penalty notice issued, or an investigation conducted, by a Governmental Authority pertaining to any Trade Control Law, nor are there any pending internal investigations by the Company, any of its Subsidiaries or any Joint Venture Entity pertaining to any Trade Control Law as of the date of this Agreement.

(d)          None of the Company, any of its Subsidiaries or any Joint Venture Entity, or any of their respective directors, officers or employees is located, organized or resident in a country or region that is the subject of comprehensive OFAC sanctions (including Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine).

(e)          Neither the Company nor any of its Subsidiaries or any Joint Venture Entity is or has been, at any applicable time, engaged in any business activity that is sanctionable under U.S. “secondary sanctions” administered by OFAC and/or the U.S. Department of State.

Section 3.22         Anti-Corruption.

(a)          None of the Company, its Subsidiaries and the Joint Venture Entities, or any of their respective officers, directors, employees or, to the Knowledge of the Company, agents has, since the later of its formation and January 1, 2016, taken or attempted to take any action in violation of any applicable Anti-Corruption Laws or Trade Control Laws.

(b)          None of the Company, its Subsidiaries and the Joint Venture Entities, or any of their respective officers, directors, employees or, to the Knowledge of the Company, agents has, since the later of its formation and January 1, 2016, directly or indirectly, made or authorized, or attempted to make or authorize, any offer, gift, payment or promise of, any money or anything else of value, or provided any benefit to (A) any Government Official for the purposes of (i) influencing any act or decision of such Government Official in his official capacity; (ii) inducing such Government Official to do or omit to do any act in violation of the lawful duty of such Government Official; (iii) securing any improper advantage; or (iv) inducing such Government Official to use his or her influence with another Government Official, in order to obtain or retain business or direct any business to the Company, its Subsidiaries or the Joint Venture Entities or (B) any other Person to secure an improper advantage or to obtain or retain business unlawfully.

(c)          Neither the Company nor any of its Subsidiaries or any Joint Venture Entity has been, since the later of its formation and January 1, 2016, and as of the date of this Agreement are, the subject of a charging letter, indictment, information penalty notice or similar document issued or threatened, or an investigation conducted, by a Governmental Authority pertaining to any alleged violation of any Anti-Corruption Law, nor have there been, since January 1, 2016, except as noted in clause (d) below, any pending internal investigations, or allegations, reports or notices received, by the Company or any of its Subsidiaries or any Joint Venture Entity, or their counsel, pertaining to any alleged violation of Anti-Corruption Law or related Company policy.

(d)          As publicly disclosed by the Company, the Company commissioned an internal review of the allegations concerning its former Chief Executive Officer, who was accused of bribery in connection with conduct while he was an executive of another company.  The Company’s review did not identify, and the Company is not aware of, any information, evidence or allegation regarding conduct by the former Chief Executive Officer during his tenure at the Company that, if established to be true, would constitute a breach of Company policy against corruption or bribery, or any Anti-Corruption Law.

(e)          The Company, its Subsidiaries and the Joint Venture Entities have instituted, maintained and enforced policies and procedures to ensure compliance with all applicable Anti-Corruption Laws, including, but not limited to, the FCPA and the Bribery Act.

Section 3.23         Regulatory Matters.  Except as described in Section 3.23 of the Company Disclosure Schedule, neither the Company nor its Subsidiaries or the Joint Venture Entities owns or holds any refined petroleum product, crude oil, natural gas, liquefied natural gas, natural gas liquid and other pipelines, lateral lines, pumps, pump stations, storage facilities, terminals, processing plants and other related operations, assets, machinery or equipment that are subject to rate regulation or comprehensive nondiscriminatory access regulation under the Laws of any state or other local jurisdiction.

Section 3.24         Opinions of Financial Advisors.  The Board of Directors of the Company has received the separate opinions of Citigroup Global Markets Inc. and Goldman Sachs International (collectively, the “Company Financial Advisors”), to the effect that, as of the respective dates of such opinions and based on and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the aggregate consideration to be paid for the Company, on a common equity value basis, is fair, from a financial point of view, to the Company.  It is agreed and understood that such opinion is for the benefit of the Board of Directors of the Company and may not be relied on by Parent, Merger Sub or any other party for any purpose.

Section 3.25         Brokers and Other Advisors.  Except for the Company Financial Advisors, the fees and expenses of which will be paid by the Company, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of the Company or any of its Subsidiaries or the Joint Venture Entities or the Company Shareholders.  The Company has disclosed to Parent the financial arrangements with each Company Financial Advisor with respect to the Merger.

Section 3.26         No Other Representations or Warranties.  Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other Person makes any other express or implied representation or warranty with respect to any of the Company, its Subsidiaries or the Joint Venture Entities or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing, and each of Parent and Merger Sub acknowledge the foregoing.  In particular, and without limiting the generality of the foregoing, except for the representations and warranties made by the Company in this Article III, neither the Company nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to any of the Company, its Subsidiaries or the Joint Venture Entities or their respective businesses, (b) any judgment based on actuarial principles, practices or analyses by any Person or as to the future satisfaction or outcome of any assumption or otherwise concerning reserves for losses, loss adjustment expenses or uncollectible reinsurance or (c) any oral or written information presented to Parent, Merger Sub or any of their respective Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or the course of the Transactions. Each of the Company Shareholders and the Company acknowledges and agrees that except for the representations and warranties of Parent and Merger Sub made in Article IV, neither Company Shareholder nor the Company has relied upon on any representation, warranty or statement, including as to the accuracy or completeness thereof, either express or implied, whether written or oral, concerning Parent, Merger Sub or any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, the transactions contemplated by this Agreement and the Ancillary Agreement or otherwise with respect to information provided by or on behalf of Parent, Merger Sub or any of their respective Affiliates or Representatives.

ARTICLE IV

Parent and Merger Sub jointly and severally represent and warrant to the Company that, except as (A) set forth in the disclosure schedule delivered by Parent to the Company on the date of this Agreement (the “Parent Disclosure Schedule”) (it being understood that any information set forth on one section or subsection of the Parent Disclosure Schedule shall be deemed to apply to and qualify the section or subsection of this Agreement to which it corresponds in number and each other section or subsection of this Agreement to the extent that it is reasonably apparent on the face of such disclosure that such information is relevant to such other section or subsection) or (B) disclosed in any report, schedule, form, statement or other document filed with, or furnished to, the SEC since January 1, 2018 by Parent and publicly available prior to the date of this Agreement (the “Parent Filed SEC Documents”), other than disclosure contained in the “Risk Factors” or “Forward-Looking Statements” sections of such Parent Filed SEC Documents or that otherwise constitute risk factors or forward-looking statements of risks generally faced by participants in the industries in which Parent operates without disclosure of specific facts and circumstances:

Section 4.01         Organization; Standing.

(a)          Parent is a corporation duly organized, validly existing and in good standing under the Laws of Delaware and Merger Sub is an exempted company duly organized, validly existing and in good standing under the Laws of Bermuda.  Each of Parent and Merger Sub has all requisite corporate power and authority necessary to carry on its business as it is now being conducted and to own, lease and operate its assets and properties, except (other than with respect to the due organization and valid existence of Parent and Merger Sub) as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.  Each of Parent and Merger Sub is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.  Parent has made available to the Company true and complete copies of Parent’s and Merger Sub’s certificates or articles of incorporation, code of regulations, bylaws or comparable governing documents, each as amended to the date of this Agreement, and the Parent Organizational Documents are included in the Parent Filed SEC Documents.  Parent is not in violation of the Parent Organizational Documents and no Subsidiary of Parent is in violation of any of its organizational documents, except as would not be material to Parent and its Subsidiaries taken as a whole.

(b)          Each of Parent’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except as would not be material to Parent and its Subsidiaries taken as a whole.

Section 4.02         Capitalization.

(a)          The authorized capital stock of Parent consists of 750,000,000 Parent Shares.  As of the Capitalization Date, (i) 174,622,862 Parent Shares were outstanding and (ii) 5,006,815 Parent Shares in the aggregate were reserved and available for issuance pursuant to the Parent Omnibus Incentive Plan, of which (A) 1,998,554 are vested restricted share units that have not been delivered to recipients, (B) 875,297 are non-vested restricted share units subject to service conditions and (C) the remainder are non-vested performance share units granted to certain employees and non-employees subject to a performance condition that could result in the delivery of up to 2,132,964 shares if fully vested.  Since the Capitalization Date through the date of this Agreement, neither Parent nor any of its Subsidiaries has (I) issued any Parent Securities or incurred any obligation to make any payments based on the price or value of any Parent Securities or dividends paid thereon that were outstanding as of the Capitalization Date or (II) established a record date for, declared, set aside for payment or paid any dividend on, or made any other distribution in respect of, any shares of Parent’s capital stock.

(b)          Except as described in this Section 4.02, as of the Capitalization Date, there were (i) no outstanding shares of capital stock of, or other equity or voting interests in, Parent, (ii) no outstanding securities of Parent convertible into or exchangeable for shares of capital stock of, or other equity or voting interests in, Parent, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from Parent, or that obligate Parent to issue, any capital stock of, or other equity or voting interests in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interests in, Parent, (iv) no obligations of Parent to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interests in, Parent (the items in clauses (i), (ii), (iii) and (iv) being referred to collectively as “Parent Securities”) and (v) no other obligations by Parent or any of its Subsidiaries to make any payments based on the price or value of any Parent Securities or dividends paid thereon.  There are no outstanding agreements or instruments of any kind that obligate Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities (or obligate Parent to grant, extend or enter into any such agreements relating to any Parent Securities) or that grant any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any Parent Securities.  Except as described in this Section 4.02, no direct or indirect Subsidiary of Parent owns any Parent Shares.  None of Parent or any Subsidiary of Parent is a party to any shareholders’ agreement, voting trust agreement, registration rights agreement or other similar agreement or understanding relating to any Parent Securities or any other agreement relating to the disposition, voting or dividends with respect to any Parent Securities.  All outstanding Parent Shares have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights.

(c)          The Parent Shares constitute the only outstanding classes of securities of Parent or its Subsidiaries registered under the Exchange Act.

(d)          All of the outstanding shares of capital stock of, or other equity or voting interests in, each Subsidiary of Parent (except for directors’ qualifying shares or similar interests) are owned, directly or indirectly, beneficially and of record, by Parent free and clear of all Liens and material transfer restrictions, except for such Liens and transfer restrictions of general applicability as may be provided under the Securities Act or other applicable securities Laws (including any restriction on the right to vote, sell or otherwise dispose of such shares of capital stock or other equity or voting interests).  Each outstanding share of capital stock of each Subsidiary of Parent that is held, directly or indirectly, by Parent, is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights, and there are no subscriptions, options, warrants, rights, calls, contracts or other commitments, understandings, restrictions or arrangements relating to the issuance, acquisition, redemption, repurchase or sale of any shares of capital stock or other equity or voting interests of any Subsidiary of Parent, including any right of conversion or exchange under any outstanding security, instrument or agreement, any agreements granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any securities of any Subsidiary of Parent.  None of the Subsidiaries of Parent has any outstanding equity compensation plans relating to the capital stock of, or other equity or voting interests in, any Subsidiary of Parent.  Neither Parent nor any of its Subsidiaries has any obligation to make any payments based on the price or value of any securities of any Subsidiary of Parent or dividends paid thereon.

Section 4.03         Authority; Noncontravention.

(a)          Each of Parent and Merger Sub has all necessary power and authority to execute and deliver this Agreement, the Statutory Merger Agreement and to perform its obligations hereunder and to consummate the Transactions.  The execution, delivery and performance by Parent and Merger Sub of this Agreement and the Statutory Merger Agreement and the consummation by Parent and Merger Sub of the Transactions, have been duly and unanimously authorized and approved by the Boards of Directors of Parent and Merger Sub and no other corporate action on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the Statutory Merger Agreement and the consummation by Parent and Merger Sub of the Transactions, other than executing and delivering the Statutory Merger Agreement, the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act and the approval of this Agreement by Parent in its capacity as sole shareholder of Merger Sub (which approval shall be provided by the written consent of Parent immediately following execution of this Agreement).  This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.  The Board of Directors of each of Parent and Merger Sub has unanimously (i) determined that the Merger Consideration constitutes fair value for each Company Share in accordance with the Bermuda Companies Act and that the Preferred Share Consideration constitutes fair value for each Company Preferred Share in accordance with the Bermuda Companies Act, (ii) determined that the Merger, on the terms and subject to the conditions set forth herein, is fair to, and in the best interests of, Parent and Merger Sub and their respective shareholders and (iii) adopted resolutions that have approved this Agreement, the Statutory Merger Agreement and the Merger, and such resolutions have not been subsequently rescinded, modified or withdrawn in any way.

(b)          (i) The execution and delivery of this Agreement or the Statutory Merger Agreement by Parent and Merger Sub, (ii) the consummation by Parent of Merger Sub of the Transactions, and (iii) the performance or compliance by Parent or Merger Sub with any of the terms or provisions hereof, will not (A) contravene, conflict with or violate any provision (1) of the Parent Organizational Documents or (2) of the similar organizational documents of any of Parent’s Subsidiaries or (B) assuming (1) compliance with the matters set forth in Section 3.03(f) (other than Section 3.03(f)(iii)(A)) (and assuming the accuracy of the representations and warranties made in such Section 3.03(f)), (2) that the actions described in Section 3.03(a) and 3.03(b) have been completed, (3) that the authorizations, consents and approvals referred to in Section 4.04 and, in the case of Merger Sub, the approval of this Agreement, the Statutory Merger Agreement and the Merger by Parent in its capacity as sole shareholder of Merger Sub are obtained and (4) that the filings referred to in Section 3.04 are made and any waiting periods thereunder have terminated or expired, in the case of each of the foregoing clauses (1) through (4), prior to the Effective Time, (x) violate any Law applicable to Parent, Merger Sub or any of Parent’s Subsidiaries, (y) violate or constitute a breach of or default (with or without notice or lapse of time or both) under any of the terms, conditions or provisions of any Contract to which Parent, Merger Sub or any of Parent’s Subsidiaries is a party or by which any of the assets or properties of Parent, Merger Sub or any of Parent’s Subsidiaries, as applicable, are bound, or give rise to any right to terminate, cancel, amend, modify or accelerate Parent’s or, if applicable, any of its Subsidiaries’ rights or obligations under any such Contract or (z) result in the creation of any Lien on any properties or assets of Parent, Merger Sub or any of Parent’s Subsidiaries, except, in the case of clause (A)(2) and clause (B), as would not reasonably be expected to have a Parent Material Adverse Effect.

(c)          The approval of this Agreement, the Merger and the Statutory Merger Agreement by Parent in its capacity as sole shareholder of Merger Sub is the only vote or approval of the holders of any class or series of capital stock of Merger Sub that is necessary to approve this Agreement, the Statutory Merger Agreement and the Merger.

(d)          The Board of Directors of Parent has unanimously (i) determined that the Merger and the Parent Share Issuance, on the terms and subject to the conditions set forth herein, is fair to, and in the best interests of, the Company Shareholders, and (ii) approved this Agreement, the Statutory Merger Agreement, the Transactions and the Parent Share Issuance. No vote or approval of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement, the Statutory Merger Agreement or the Merger.

Section 4.04         Governmental Approvals.  Except for (a) compliance with the applicable requirements of the Exchange Act, (b) compliance with the rules and regulations of the Nasdaq (including the approval of the listing of Parent Shares to be issued in the Merger), (c) the filing of (i) the Merger Application with the Registrar pursuant to the Bermuda Companies Act and (ii) appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (d) filings required under, and compliance with other applicable requirements of, the HSR Act, and such other consents, approvals, filings, authorizations, declarations or registrations as are required to be made or obtained under any non-U.S. Antitrust Laws, (e) compliance with any applicable state securities or blue sky laws, and (iv) permission of the Bermuda Monetary Authority in respect of the Merger for the purposes of the Exchange Control Act 1972 of Bermuda and the related regulations made thereunder, no consent or approval of, or filing, license, permit or authorization, declaration or registration with, or notification to, or waiver from, any Governmental Authority is necessary for the execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their obligations hereunder and the consummation by Parent and Merger Sub of the Transactions, other than such other consents, approvals, filings, licenses, permits or authorizations, declarations, registrations, notifications or waivers that, if not obtained, made or given, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Section 4.05         Ownership and Operations of Merger Sub.  Parent owns, indirectly, beneficially and of record all of the outstanding shares of capital stock of Merger Sub, free and clear of all Liens.  Merger Sub was formed solely for the purpose of engaging in the Transactions, has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to the Transactions, and prior to the Effective Time, will not have engaged in any business activities other than those relating to the Transactions.

Section 4.06         Parent SEC Documents; Undisclosed Liabilities; Internal Controls.

(a)          Parent has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all reports, schedules, forms, statements and other documents required to be filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act since January 1, 2019 (collectively, the “Parent SEC Documents”).  As of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) or their respective SEC filing dates (in the case of all other Parent SEC Documents), the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  As of the date of this Agreement, there are no outstanding written comments from the SEC with respect to the Parent SEC Documents. As of the date of this Agreement, Parent is (i) eligible to register the resale of the Parent Shares issuable in the Transactions for resale by the Company Shareholders under Form S-3 promulgated under the Securities Act and (ii) a “well-known seasoned issuer” as defined in Rule 405 promulgated under the Securities Act.

(b)          The consolidated financial statements of Parent (including all related notes or schedules) included or incorporated by reference in the Parent SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except (i) as may be indicated in the notes thereto or (ii) as permitted by Regulation S-X) and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments).

(c)          Parent maintains books and records that fairly reflect, in all material respects, the assets and liabilities of Parent and Parent maintains a proper and effective system of accounting controls sufficient to provide reasonable assurances that (i) transactions are executed with management’s authorization and (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Parent and to maintain accountability for Parent’s consolidated assets, (iii) access to assets of Parent is permitted only in accordance with management’s authorization, (iv) the reporting of assets of Parent is compared with existing assets at regular intervals and (v) proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current and timely basis.

(d)          Since January 1, 2017, neither Parent, nor any director, officer, or, to Parent’s Knowledge, employee or accountant thereof, has received any material complaint, allegation, assertion or claim, whether written or oral, that Parent has engaged in illegal or fraudulent accounting practices.  There are no significant deficiencies or material weaknesses in the design or operation of the internal controls of Parent which have materially and adversely affected the ability of Parent to record, process, summarize and report financial data.  There is no fraud, whether or not material, involving management or other employees that was reported to the board or management of Parent.

(e)          Neither Parent nor any of its Subsidiaries has any liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required under GAAP, as in effect on the date of this Agreement, to be reflected on a consolidated balance sheet of Parent (including the notes thereto) except liabilities (i) reflected or reserved against in the balance sheet (or the notes thereto) of Parent and its Subsidiaries as of September 30, 2020, included in the Parent Filed SEC Documents, (ii) incurred after September 30, 2020, in the Ordinary Course, (iii) as provided by this Agreement or otherwise incurred in connection with the Transactions in compliance with the terms of this Agreement or (iv) as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

(f)          Parent is in compliance in all material respects with (i) the provisions of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), that are applicable to Parent and (ii) the rules and regulations of the Nasdaq.  With respect to each Parent SEC Document on Form 10-K or 10-Q, each of the principal executive officer and the principal financial officer of Parent has made all certifications required by Rule 13a-14 or 15(d) under the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act with respect to such Parent SEC Documents.

(g)          No material weaknesses exist with respect to the internal control over financial reporting of Parent that would be required to be disclosed by Parent pursuant to Item 308(a)(3) of Regulation S-K promulgated by the SEC that have not been disclosed in the Parent SEC Documents as filed with or furnished to the SEC prior to the date of this Agreement.  Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, designed to ensure that information required to be disclosed by Parent in the reports that it files and submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including that information required to be disclosed by Parent in the reports that it files and submits under the Exchange Act is accumulated and communicated to management of Parent, as appropriate, to allow timely decisions regarding required disclosure.  Parent has disclosed, based on its most recent evaluation, to Parent’s outside auditors and the audit committee of the Board of Directors of Parent, (A) all significant deficiencies and material weaknesses in the design and operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting.  Parent has provided or made available to the Company correct and complete copies of any such disclosure contemplated by clauses (A) and (B) of the immediately preceding sentence made by management to Parent’s independent auditors and the audit committee of the Board of Directors of Parent since December 31, 2018.

Section 4.07         Absence of Certain Changes.  From September 30, 2020 through the date of this Agreement, (a)(i) except for the execution, delivery and performance of this Agreement and the discussions, negotiations and transactions related thereto, the business of Parent and its Subsidiaries has been carried on and conducted in all material respects in the Ordinary Course and (ii) neither Parent nor any of its Subsidiaries has taken any action or failed to take any action that would have resulted in a breach of clause (i) or (ii) of Section 5.02(b), had the restrictions thereunder been in effect since September 30, 2020 and (b) there has not been any event, circumstance, development, change or effect that, individually or in the aggregate, has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Section 4.08         Legal Proceedings.  Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, there is no (a) pending or, to the Knowledge of Parent and Merger Sub, threatened legal or administrative proceeding, suit, arbitration, action, claim, dispute, hearing, charge, complaint, indictment, litigation or, to the Knowledge of Parent and Merger Sub, investigation against Parent or any of its Subsidiaries or (b) outstanding injunction, order, judgment, ruling, decree or writ imposed upon Parent or any of its Subsidiaries or any director or officer of Parent or any of its Subsidiaries for whom Parent or any of its Subsidiaries may be liable as an indemnifying party or otherwise, in each case, by or before any Governmental Authority.

Section 4.09         Compliance with Laws; Permits.  Parent and each of its Subsidiaries are, and since January 1, 2018 have been, in compliance with all Laws applicable to Parent or any of its Subsidiaries, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and each of its Subsidiaries hold, and since January 1, 2018, have held, all Permits necessary for Parent and each such Subsidiary, as applicable, to own, lease and operate its properties and assets and necessary for the lawful conduct of their respective businesses as each such business is now being, or at such time was, conducted, and all such Permits are in full force and effect, except where the failure to hold the same or the failure of the same to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Section 4.10         Export Controls.

(a)          Each of Parent and its Subsidiaries and any of their respective Representatives (in each case, acting in their capacities as such) has, to the Knowledge of Parent, conducted all export transactions in all material respects in accordance with any applicable Trade Control Law since the later of its formation and January 1, 2016.  There are no Contracts between Parent or any of its Subsidiaries and any Person engaged in international trade or export on behalf of Parent or any of its Subsidiaries (including any Person identified on the U.S. Department of the Treasury’s Specially Designated Nationals List).   No export or import Permits, license exceptions or other consents are required to operate the business of Parent or any of its Subsidiaries as currently conducted.