Common use of Consents; Non-Contravention Clause in Contracts

Consents; Non-Contravention. (a) Except for filings required by applicable federal and state securities Laws, and the requirement to obtain Shareholder Approval, no Permit, consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement, is necessary in connection with the execution, delivery and performance by WLS of this Agreement or the Asset Acquisition, or the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation by the Subsidiaries following the Closing of the respective businesses currently conducted by the Subsidiaries. (b) Except as would not result in a WLS Material Adverse Effect, the execution, delivery and performance by WLS of this Agreement do not and will not (i) violate any Law; (ii) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time or both, would constitute a default) under any WLS Material Contract; (iii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien (except for any Lien for taxes not yet due and payable) upon any of the assets or properties of WLS or the Subsidiaries under any Contract to which either WLS or the Subsidiaries is a party or by which WLS or the Subsidiaries or any of their respective assets or properties are bound; (iv) permit the acceleration of the maturity of any indebtedness of WLS or the Subsidiaries or indebtedness secured by any assets or properties of WLS or the Subsidiaries; (v) violate or conflict with any provision of the Certificate or Articles of Incorporation or Bylaws of WLS or the Subsidiaries; or (vi) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of WLS or the Subsidiaries except as provided for in this Agreement.

Consents; Non-Contravention. (a) Except for filings under the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) and as set forth in Section 3.4 of the Disclosure Schedule, the Company is not required by applicable federal and state securities Lawsto give any notice to, and the requirement to make any filing with or obtain Shareholder Approval, no Permitany authorization, consent, authorization Order or approval of, or filing or registration with, of any Governmental Authority or any other Person not a party to this Agreement, is necessary in connection with the execution and delivery by the Company of this Agreement and the other Transaction Documents to which the Company is, or at the Closing will be, a party or the consummation of the transactions contemplated herein and therein, except for any such notice, filing, authorization, consent, Order or approval the failure of which to make or obtain would not have a Material Adverse Effect. Neither the execution, delivery and performance by WLS the Company of this Agreement or and the Asset Acquisitionother Transaction Documents, including the Contribution Agreement, to which the Company is, or at the Closing will be, a party, nor the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation by the Subsidiaries following the Closing herein and therein: (a) will violate any provision of the respective businesses currently conducted by Governing Documents of the Subsidiaries. Company; (b) Except as would not result in a WLS Material Adverse Effect, the execution, delivery and performance by WLS of this Agreement do not and will not (i) violate any Law; (ii) violate or conflict with, result in a breach or termination of, or constitute a default (or an event creating rights of acceleration, termination, modification or cancellation or a circumstance whichloss of rights under, with or without notice or lapse of time or both, would constitute a default) under any WLS Material Contract, permit, indenture, mortgage, debenture, note or other instrument to which the Company or the Business is a party, subject or otherwise bound; (iiic) give violate any third party applicable Law or Order to which the Company or any additional right of the assets or businesses of the Company is subject or otherwise bound; or (including a termination rightd) under, permit cancellation of, or will result in the creation or imposition of any Lien (except for any Lien for taxes not yet due and payableother than a Permitted Lien) upon any of the assets or properties of WLS or the Subsidiaries under any Contract to which either WLS or the Subsidiaries is a party or by which WLS or the Subsidiaries Shares or any of their respective assets or properties are bound; (iv) permit the acceleration of the maturity of any indebtedness of WLS or the Subsidiaries or indebtedness secured by any assets or properties of WLS or the Subsidiaries; (v) violate or conflict with any provision of the Certificate or Articles of Incorporation or Bylaws of WLS or the Subsidiaries; or (vi) result Business Assets, except, in the activation case of clauses (b), (c) and (d) above, for any anti-dilution rights such conflict, breach, default, event, loss, violation, creation or imposition as would not have a reset or repricing of any debt or security instrument of any creditor or equity holder of WLS or the Subsidiaries except as provided for in this AgreementMaterial Adverse Effect.

Consents; Non-Contravention. (a) Except for the filing of the Articles of Exchange with the Nevada Secretary of State, as applicable, filings required by applicable federal and state securities Laws, and the requirement to obtain Shareholder Approvallaws, no Permit, consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement, is necessary in connection with the execution, delivery and performance by WLS IIOT of this Agreement or the Asset AcquisitionArticles Exchange, or the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation by the Subsidiaries IIOT following the Closing Effective Time of the respective businesses business currently conducted by the SubsidiariesIIOT. (b) Except as would not result in or cause a WLS IIOT Material Adverse Effect, the execution, delivery and performance by WLS IIOT of this Agreement and the Articles of Exchange do not and will not (i) violate any Law; (ii) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time or both, would constitute a default) under any WLS Material Contractmaterial Contract or Permit; (iii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien (except for any Lien for taxes not yet due and payable) upon any of the assets or properties of WLS or the Subsidiaries IIOT under any material Contract to which either WLS or the Subsidiaries IIOT is a party or by which WLS or the Subsidiaries IIOT or any of their respective its assets or properties are bound; (iv) permit the acceleration of the maturity of any indebtedness of WLS or the Subsidiaries IIOT or indebtedness secured by any IIOT’s assets or properties of WLS or the Subsidiariesproperties; (v) violate or conflict with any provision of the Certificate or Articles of Incorporation or Bylaws of WLS or the SubsidiariesIIOT; or (vi) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of WLS or the Subsidiaries IIOT except as provided for in this Agreement.

Consents; Non-Contravention. (ai) Except for filings required by applicable federal and state securities Laws, and laws which will be timely made by the requirement to obtain Shareholder ApprovalCompany following the Closing, no Permit, consent, authorization Governmental Authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement, Consent is necessary in connection with the execution, delivery and performance by WLS the Company of this Agreement or the Asset Acquisition, or the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation by the Subsidiaries following the Closing of the respective businesses currently conducted by the Subsidiaries. (bii) Except as would not result in a WLS Material Adverse Effect, the The execution, delivery and performance by WLS the Company of this Agreement do not and will not (iA) violate any Law; (iiB) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time or both, would constitute a default) under any WLS Material Contractmaterial Contract or Permit; (iiiC) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien Encumbrance (except for any Lien lien for taxes Taxes not yet due and payable) upon any of the assets or properties of WLS the Company or any of the Company’s Subsidiaries under any material Contract to which either WLS the Company or the any of its Subsidiaries is a party or by which WLS the Company or the Subsidiaries any of its Subsidiaries, or any of their respective assets or properties are bound; (ivD) permit the acceleration of the maturity of any indebtedness of WLS the Company or the any of its Subsidiaries or indebtedness secured by any such entity’s assets or properties of WLS or the Subsidiariesproperties; (vE) violate or conflict with any provision of the Certificate or Articles of Incorporation or Bylaws of WLS the Company or the any of its Subsidiaries; or (viF) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of WLS the Company or the Subsidiaries any of its Subsidiaries, except as provided for in this Agreement.

Consents; Non-Contravention. (ai) Except for authorization of the holders of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, and the Series D Preferred Stock, the approval of the Company’s Board of Directors, and filings required by applicable federal and state securities Laws, laws which will be timely made by the Company following the Initial Closing and the requirement to obtain Shareholder Approvalany subsequent Closing, no Permit, consent, authorization Governmental Authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement, Consent is necessary in connection with the execution, delivery and performance by WLS the Company of this Agreement or the Asset Acquisition, or the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation by the Subsidiaries following the Closing of the respective businesses currently conducted by the Subsidiarieshereby. (bii) Except as would not result in a WLS Material Adverse Effect, the The execution, delivery and performance by WLS the Company of this Agreement do not and will not (iA) violate any Law; (iiB) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time or both, would constitute a default) under any WLS Material Contractmaterial Contract or Permit; (iiiC) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien Encumbrance (except for any Lien lien for taxes Taxes not yet due and payable) upon any of the assets or properties of WLS the Company or any of the Company’s Subsidiaries under any material Contract to which either WLS the Company or the any of its Subsidiaries is a party or by which WLS the Company or the Subsidiaries any of its Subsidiaries, or any of their respective assets or properties are bound; (ivD) permit the acceleration of the maturity of any indebtedness of WLS the Company or the any of its Subsidiaries or indebtedness secured by any such entity’s assets or properties of WLS or the Subsidiariesproperties; (vE) violate or conflict with any provision of the Certificate or Articles of Incorporation or Bylaws of WLS the Company or the any of its Subsidiaries; or (viF) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of WLS the Company or the Subsidiaries any of its Subsidiaries, except as provided for in connection with the holders of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, or Series D Preferred Stock, or as otherwise provided in this Agreement.

Consents; Non-Contravention. (a) Except for the filing of the Articles of Merger with the Nevada Secretary of State, filings required by applicable federal and state securities Laws, and the requirement to obtain Shareholder Approvalapproval of the shareholders of TTM as above, no Permit, consent, authorization or approval of, or filing or registration with, with any Governmental Authority or any other Person not a party to this Agreement, is necessary in connection with the execution, delivery and performance by WLS TTM of this Agreement or the Asset Acquisition, Articles of Merger or the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation by the Subsidiaries following the Closing of the respective businesses currently conducted by the Subsidiaries. (b) Except as would not result in a WLS TTM Material Adverse EffectEffect or as otherwise qualified herein, the execution, delivery and performance by WLS TTM of this Agreement and the Articles of Merger do not and will not (i) violate any Law; (ii) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time or both, would constitute a default) under any WLS Material Contractmaterial Contract or Permit; (iii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien (except for any Lien for taxes not yet due and payable) upon any of the assets or properties of WLS TTM or the Subsidiaries its subsidiaries under any material Contract to which either WLS or the Subsidiaries TTM is a party or by which WLS or the Subsidiaries TTM, its subsidiaries, or any of their respective assets or properties are bound; (iv) permit the acceleration of the maturity of any indebtedness of WLS or the Subsidiaries TTM or indebtedness secured by any TTM’s assets or properties of WLS or the Subsidiariesproperties; (v) violate or conflict with any provision of the Certificate or Articles of Incorporation or current Bylaws of WLS or the SubsidiariesTTM; or (vi) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of WLS or the Subsidiaries TTM, except as provided for in this Agreement.

Consents; Non-Contravention. (ai) Except for Consents of the holders of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, and the Series E Preferred Stock (all of which Consents the Company has obtained), the approval of the Company’s Board of Directors, and filings required by applicable federal and state securities Laws, laws which will be timely made by the Company following the Closing and the requirement to obtain Shareholder Approvalany subsequent Closing, no Permit, consent, authorization Governmental Authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement, Consent is necessary in connection with the execution, delivery and performance by WLS the Company of this Agreement or the Asset Acquisition, or the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation by the Subsidiaries following the Closing of the respective businesses currently conducted by the Subsidiaries. (b) Except as would not result in a WLS Material Adverse Effect, the hereby. The execution, delivery and performance by WLS the Company of this Agreement do not and will not (iA) violate any Law; (iiB) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time or both, would constitute a default) under any WLS Material Contractmaterial Contract or Permit; (iiiC) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien Encumbrance (except for any Lien lien for taxes Taxes not yet due and payable) upon any of the assets or properties of WLS the Company or any of the Company’s Subsidiaries under any material Contract to which either WLS the Company or the any of its Subsidiaries is a party or by which WLS the Company or the Subsidiaries any of its Subsidiaries, or any of their respective assets or properties are bound; (ivD) permit the acceleration of the maturity of any indebtedness of WLS the Company or the any of its Subsidiaries or indebtedness secured by any such entity’s assets or properties of WLS or the Subsidiariesproperties; (vE) violate or conflict with any provision of the Certificate or Articles of Incorporation or Bylaws of WLS the Company or the any of its Subsidiaries; or (viF) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of WLS the Company or the Subsidiaries any of its Subsidiaries, except as provided for in connection with the holders of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, or Series D Preferred Stock, or as otherwise provided in this Agreement. Pursuant to the provisions of the Series A Certificate of Designations, Series B Certificate of Designations, Series C Certificate of Designations, Series D Certificate of Designations regarding adjustments in conversion price, in the event the Company issues or sells additional shares of common stock at a price per share less than the conversion price then in effect for the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock, the conversion price is adjusted. Given the conversion price of the Series E Preferred Stock of $0.01 (less than the current conversion price of the Series A Preferred Stock and Series B Preferred Stock of $0.10 and the Series C Preferred Stock and Series D Preferred Stock of $0.04), the conversion prices of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock will be adjusted downward as a result of the transactions contemplated by this Agreement. Pursuant to the provisions of the Common Stock Purchase Warrants issued by the Company in February and March 2014 regarding adjustments to the exercise price, in the event the Company issues or sells additional shares of common stock pursuant to convertible securities or common stock equivalents at a price per share less than the exercise price of the Common Stock Purchase Warrants, the exercise price is adjusted. Given the current exercise price of the Series E Preferred Stock of $0.01 (less than the exercise price of the Common Stock Warrants of $0.10), the exercise price of the Common Stock Purchase Warrants will be adjusted downward as a result of the transactions contemplated by this Agreement. Pursuant to the provisions of the Common Stock Purchase Warrants issued by the Company in April 2014 regarding adjustments to the exercise price, in the event the Company issues or sells additional shares of common stock pursuant to convertible securities or common stock equivalents at a price per share less than the exercise price of the Common Stock Purchase Warrants, the exercise price is adjusted. Given the current exercise price of the Series E Preferred Stock of $0.01 (less than the exercise price of the Common Stock Warrants of $0.088), the exercise price of the Common Stock Purchase Warrants will be adjusted downward as a result of the transactions contemplated by this Agreement. Pursuant to the provisions of the Common Stock Purchase Warrants issued by the Company in September and November 2014 regarding adjustments to the exercise price, in the event the Company issues or sells additional shares of common stock pursuant to convertible securities or common stock equivalents at a price per share less than the exercise price of the Common Stock Purchase Warrants, the exercise price is adjusted. Given the current exercise price of the Series E Preferred Stock of $0.01 (less than the exercise price of the Common Stock Warrants of $0.125), the exercise price of the Common Stock Purchase Warrants will be adjusted downward as a result of the transactions contemplated by this Agreement. Pursuant to the provisions of the Common Stock Purchase Warrants issued by the Company in December 2014, January 2016, and February 2016 regarding adjustments to the exercise price, in the event the Company issues or sells additional shares of common stock pursuant to convertible securities or common stock equivalents at a price per share less than the exercise price of the Common Stock Purchase Warrants, the exercise price is adjusted. Given the current exercise price of the Series E Preferred Stock of $0.01 (less than the exercise price of the Common Stock Warrants of $0.011), the exercise price of the Common Stock Purchase Warrants will be adjusted downward as a result of the transactions contemplated by this Agreement.

Consents; Non-Contravention. (a) Except for the filing of the Articles of Merger with the Oklahoma and New Jersey Secretaries of State and the Articles of Exchange with the Nevada Secretary of State, filings required by applicable federal and state securities Lawslaws, and the requirement to obtain Shareholder Member Approval, no Permit, consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement, is necessary in connection with the execution, delivery and performance by WLS Brookside and the Members of this Agreement or the Asset AcquisitionArticles Merger or Articles of Exchange, or the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation by the Subsidiaries UCMC following the Closing Effective Time of the respective businesses business currently conducted by the SubsidiariesBrookside. (b) Except as would not result in or cause a WLS Brookside Material Adverse Effect, the execution, delivery and performance by WLS Brookside of this Agreement Agreement, the Articles of Merger and the Articles of Exchange do not and will not (i) violate any Law; (ii) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time or both, would constitute a default) under any WLS Material Contractmaterial Contract or Permit; (iii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien (except for any Lien for taxes not yet due and payable) upon any of the assets or properties of WLS or the Subsidiaries Brookside under any material Contract to which either WLS or the Subsidiaries Brookside is a party or by which WLS or the Subsidiaries Brookside or any of their respective its assets or properties are bound; (iv) permit the acceleration of the maturity of any indebtedness of WLS or the Subsidiaries Brookside or indebtedness secured by any Brookside’s assets or properties of WLS or the Subsidiariesproperties; (v) violate or conflict with any provision of the Certificate or Articles of Incorporation Organization or Bylaws operating agreement of WLS or the SubsidiariesBrookside; or (vi) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of WLS or the Subsidiaries Brookside except as provided for in this Agreement.

Consents; Non-Contravention. (a) Except for the consent of its shareholders, filing of the Certificate of Designation of the Series A Preferred Stock, filings required by applicable federal and state securities Laws, laws and approval from the NYSE MKT of issuance of the shares of Series A Preferred Stock and the requirement to obtain Shareholder Approvalshares into which such shares would be convertible, no Permit, consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement, is necessary in connection with the execution, delivery and performance by WLS FXXX of this Agreement or the Asset Acquisition, or the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation by the Subsidiaries FOXO following the Closing Date of the respective businesses business currently conducted by the SubsidiariesFXXX. (b) Except as would not result in a WLS Material Adverse Effect, the The execution, delivery and performance by WLS FOXO of this Agreement do does not and will not (iA) violate any Law; Law or the articles of incorporation or bylaws of FOXO or (iiB) except as would not result in or cause a FOXO Material Adverse Effect, (i) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time or both, would constitute a default) under any WLS Material Contractmaterial Contract or Permit; (iiiii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien (except for any Lien for taxes not yet due and payable) upon any of the assets or properties of WLS or the Subsidiaries FOXO under any material Contract to which either WLS or the Subsidiaries FOXO is a party or by which WLS or the Subsidiaries FOXO or any of their respective its assets or properties are bound; (iviii) permit the acceleration of the maturity of any indebtedness of WLS or the Subsidiaries FOXO or indebtedness secured by any FXXX’s assets or properties of WLS or the Subsidiaries; (v) violate or conflict with any provision of the Certificate or Articles of Incorporation or Bylaws of WLS or the Subsidiariesproperties; or (viiv) except as disclosed in the FOXO SEC Reports result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of WLS or the Subsidiaries except as provided for in this AgreementFOXO.

Consents; Non-Contravention. (a) Except for the filing of the Articles of Merger and the Articles of Exchange with the Nevada Secretary of State, filings required by applicable federal and state securities Lawslaws, and the requirement to obtain Shareholder Approval, no Permit, consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement, is necessary in connection with the execution, delivery and performance by WLS CMT and Merger Sub of this Agreement or the Asset AcquisitionArticles Merger or Articles of Exchange, or the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation by the Subsidiaries following the Closing of the respective businesses currently conducted by the Subsidiaries. (b) Except as would not result in or cause a WLS CMT Material Adverse Effect, the execution, delivery and performance by WLS CMT of this Agreement Agreement, the Articles of Merger and the Articles of Exchange do not and will not (i) violate any Law; (ii) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time or both, would constitute a default) under any WLS Material Contractmaterial Contract or Permit; (iii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien (except for any Lien for taxes not yet due and payable) upon any of the assets or properties of WLS or the Subsidiaries CMT under any material Contract to which either WLS or the Subsidiaries CMT is a party or by which WLS or the Subsidiaries CMT or any of their respective assets or properties are bound; (iv) permit the acceleration of the maturity of any indebtedness of WLS or the Subsidiaries CMT or indebtedness secured by any such entity’s assets or properties of WLS or the Subsidiariesproperties; (v) violate or conflict with any provision of the Certificate or Articles of Incorporation or Bylaws of WLS or the SubsidiariesCMT; or (vi) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of WLS or the Subsidiaries CMT , except as provided for in this Agreement.

Consents; Non-Contravention. (a) Except for filings required by applicable federal and state securities Lawsas set forth on Schedule 3.2, and except for (a) the Empire Educational Consents that must be obtained from the Educational Bodies set forth on Schedule 3.8 and (b) the requirement referred to obtain Shareholder Approvalin Section 8.13 hereof (relating to the HSR Act and Rules), no Permit, consent, authorization approval, authorization, exemption or approval waiver of, filing with or filing notice to any Person is required to be obtained, given or registration withmade, any Governmental Authority or any other Person not a party to this Agreementas applicable, is necessary in connection with the execution, delivery and performance by WLS Empire of this Agreement or the Asset Acquisitionany Ancillary Agreement to which it is a party, or the consummation by Empire of the transactions contemplated hereby and thereby. (b) The execution, delivery and performance by Empire of this Agreement and the Ancillary Agreements to which Empire is a party, and the consummation by Empire of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the lapse of time or both: (i) contravene, conflict with or violate any Legal Requirement or Empire Governmental Authorization to which Empire, the Empire Subsidiaries or any of the Empire Assets is subject; (ii) contravene, conflict with or violate any Order applicable to Empire, the Empire Subsidiaries or any of the Empire Assets; (iii) contravene, conflict with or violate any provision of the Governing Documents of Empire, Empire Sub or CLIC; (iv) contravene, conflict with, violate, result in a breach of, constitute a default under, result in or permit the termination or amendment of any provision of, or result in or permit the acceleration of the maturity or cancellation of performance of any obligation under, any Empire Contract; or (v) except or as set forth on Schedule 3.2, (A) result in the creation or imposition of any Encumbrance upon any of the Empire Assets or any of the outstanding shares of any of Empire Subsidiaries or (B) give to any other Person any interest or right therein; other than, in all of the foregoing cases, for those matters that, individually or in the aggregate, neither would materially adversely affect the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation by the Subsidiaries following the Closing of the respective businesses currently conducted by the Subsidiaries. (b) Except as nor would not result in a WLS have an Empire Material Adverse Effect. The consents, approvals, authorizations, exemptions or waivers, filings and notices listed on Schedule 3.2 are referred to as the execution, delivery and performance by WLS of this Agreement do not and will not (i) violate any Law; (ii) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time or both, would constitute a default) under any WLS Material Contract; (iii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien (except for any Lien for taxes not yet due and payable) upon any of the assets or properties of WLS or the Subsidiaries under any Contract to which either WLS or the Subsidiaries is a party or by which WLS or the Subsidiaries or any of their respective assets or properties are bound; (iv) permit the acceleration of the maturity of any indebtedness of WLS or the Subsidiaries or indebtedness secured by any assets or properties of WLS or the Subsidiaries; (v) violate or conflict with any provision of the Certificate or Articles of Incorporation or Bylaws of WLS or the Subsidiaries; or (vi) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of WLS or the Subsidiaries except as provided for in this Agreement“Empire Other Consents.”

Consents; Non-Contravention. (a) Except for filings required by applicable federal and state securities Lawsas set forth in Section 4.3 of the Disclosure Schedule, and the requirement to obtain Shareholder Approval, no Permit, consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement, is necessary in connection with the execution, delivery and performance by WLS of this Agreement or and the Asset Acquisitionother documents and agreements contemplated by this Agreement to which Seller is a party, or and the consummation of the transactions contemplated hereby and thereby do not: (i) violate any provision of the Organizational Documents of Seller; (ii) violate any Law or therebyOrder to which Seller is subject or otherwise bound; or (iii) conflict with, result in a breach of, or for constitute a default under, any Contract to which Seller is a party, subject or otherwise bound, other than (y) any such conflicts, breaches, defaults, or violations that, individually or in the lawful continued operation aggregate, would not materially and adversely affect the ability of Seller to perform any of its obligations under this Agreement, and (z) other than any authorizations, consents, approvals, notices, filings, exemptions or other actions that may be required by the Subsidiaries following the Closing reason of the respective businesses currently conducted by identity of Purchaser or Purchaser’s participation in the Subsidiariestransactions contemplated hereby and thereby. (b) Except as would not result set forth in a WLS Material Adverse EffectSection 4.3 of the Disclosure Schedule, the execution, delivery delivery, and performance by WLS Seller of this Agreement and the other agreements contemplated hereby to which Seller is a party and the consummation by Seller of the transactions contemplated hereby do not and will not require any consent, approval, authorization, or permit of, action by, filing with, or notification to any Governmental Entity, except for (i) violate any Law; consents, approvals, authorizations, permits, actions, filings, or notifications required as a result of the identity of Purchaser or Purchaser’s participation in the transactions contemplated by this Agreement, and (ii) violate or conflict withany consents, result approvals, authorizations, permits, actions, filings, and notifications required in a breach or termination of, or constitute a default (or a circumstance which, connection with or without notice or lapse of time or both, would constitute a default) under any WLS Material Contract; (iii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien (except for any Lien for taxes not yet due and payable) upon any of the assets or properties of WLS or the Subsidiaries under any Contract to which either WLS or the Subsidiaries is a party or by which WLS or the Subsidiaries or any of their respective assets or properties are bound; (iv) permit the acceleration of the maturity of any indebtedness of WLS or the Subsidiaries or indebtedness secured by any assets or properties of WLS or the Subsidiaries; (v) violate or conflict with any provision of the Certificate or Articles of Incorporation or Bylaws of WLS or the Subsidiaries; or (vi) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of WLS or the Subsidiaries except as provided for in this AgreementAntitrust Laws.

Consents; Non-Contravention. (a) Except for the consent of its shareholders, filing of the Certificate of Designation of the Series A Preferred Stock, filings required by applicable federal and state securities Laws, laws and approval from the NYSE MKT of issuance of the shares of Series A Preferred Stock and the requirement to obtain Shareholder Approvalshares into which such shares would be convertible, no Permit, consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement, is necessary in connection with the execution, delivery and performance by WLS XXXX of this Agreement or the Asset Acquisition, or the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation by the Subsidiaries FOXO following the Closing Date of the respective businesses business currently conducted by the SubsidiariesXXXX. (b) Except as would not result in a WLS Material Adverse Effect, the The execution, delivery and performance by WLS FOXO of this Agreement do does not and will not (iA) violate any Law; Law or the articles of incorporation or bylaws of FOXO or (iiB) except as would not result in or cause a FOXO Material Adverse Effect, (i) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time or both, would constitute a default) under any WLS Material Contractmaterial Contract or Permit; (iiiii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien (except for any Lien for taxes not yet due and payable) upon any of the assets or properties of WLS or the Subsidiaries FOXO under any material Contract to which either WLS or the Subsidiaries FOXO is a party or by which WLS or the Subsidiaries FOXO or any of their respective its assets or properties are bound; (iviii) permit the acceleration of the maturity of any indebtedness of WLS or the Subsidiaries FOXO or indebtedness secured by any XXXX’s assets or properties of WLS or the Subsidiaries; (v) violate or conflict with any provision of the Certificate or Articles of Incorporation or Bylaws of WLS or the Subsidiariesproperties; or (viiv) except as disclosed in the FOXO SEC Reports result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of WLS or the Subsidiaries except as provided for in this AgreementFOXO.

Consents; Non-Contravention. (a) Except for (i) filings required by and approvals or expiration or termination of applicable federal waiting periods under the HSR Act, (ii) the filings and state securities Lawsapprovals or expiration or termination of applicable waiting periods under the other Specified Antitrust Laws (and the post-Closing filings under the Antitrust Laws of Argentina and Egypt), and the requirement to obtain Shareholder Approval(iii) consents, no Permitobjections, approvals from, or notification to, the BMA, and assuming the accuracy of the warranties set forth in Section 3.4, neither Parent nor Merger Sub needs to give any notice to, make any filing with or obtain any authorization, consent, authorization Order or approval of, or filing or registration with, of any Governmental Authority or any other Person not a party to this Agreement, is necessary in connection with the execution, execution and delivery and performance by WLS of this Agreement and the other Transaction Documents to which Parent or Merger Sub are or are intended to be a party, as the Asset Acquisitioncase may be, or the consummation of the transactions contemplated hereby or therebyherein and therein, or for the lawful continued operation by the Subsidiaries following the Closing of the respective businesses currently conducted by the Subsidiaries. (b) Except except as would not result reasonably be expected to prevent or materially delay or impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or the other Transaction Documents to which Parent or Merger Sub are or are intended to be a party, as the case may be. Except as set forth in a WLS Material Adverse Effectthe preceding sentence, neither the execution, delivery and performance by WLS of this Agreement do not and the other Transaction Documents to which Parent or Merger Sub are or are intended to be a party, as the case may be, nor the consummation of the transactions contemplated herein and therein: (a) will not (i) violate any Lawprovision of the Organizational Documents of Parent or Merger Sub; (iib) will violate any Law or conflict with, result in a breach Order to which Parent or termination of, Merger Sub or constitute a default any of Parent’s or Merger Sub’s assets or businesses is subject or otherwise bound; or (or a circumstance which, with or without notice or lapse of time or both, would constitute a defaultc) under any WLS Material Contract; (iii) give any third party any additional right (including a termination right) under, permit cancellation of, or will result in the creation or imposition of any Lien (except for any Lien for taxes not yet due and payableother than Permitted Liens) upon any of the material assets or properties businesses of WLS Parent or Merger Sub, except, with respect to clauses (b) and (c), as would not reasonably be expected to prevent or materially delay or impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or the Subsidiaries under any Contract other Transaction Documents to which either WLS Parent or Merger Sub are or are intended to be a party, as the Subsidiaries is a party or by which WLS or the Subsidiaries or any of their respective assets or properties are bound; (iv) permit the acceleration of the maturity of any indebtedness of WLS or the Subsidiaries or indebtedness secured by any assets or properties of WLS or the Subsidiaries; (v) violate or conflict with any provision of the Certificate or Articles of Incorporation or Bylaws of WLS or the Subsidiaries; or (vi) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of WLS or the Subsidiaries except as provided for in this Agreementcase may be.

Consents; Non-Contravention. (a) Except for filings required by applicable federal and state securities Lawsas set forth on Schedule 4.2, and except for (a) the Regis Educational Consents that must be obtained from the Educational Bodies set forth on Schedule 4.8 and (b) the requirement referred to obtain Shareholder Approvalin Section 9.15 hereof (relating to the HSR Act and Rules), no Permit, consent, authorization approval, authorization, exemption or approval waiver of, filing with or filing notice to any Person is required to be obtained, given or registration withmade, any Governmental Authority or any other Person not a party to this Agreementas applicable, is necessary in connection with the execution, delivery and performance by WLS Regis of this Agreement or the Asset Acquisitionany Ancillary Agreement to which it is a party, or the consummation by Regis of the transactions contemplated hereby and thereby. (b) The execution, delivery and performance by Regis of this Agreement and the Ancillary Agreements to which Regis is a party, and the consummation by Regis of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the lapse of time or both: (i) except as set forth on Schedule 4.2, contravene, conflict with or violate any Regis Governmental Authorization or Legal Requirement to which Regis, any Regis Subsidiary or any of the Regis Assets is subject; (ii) except as set forth on Schedule 4.2, contravene, conflict with or violate any Order applicable to Regis, any Regis Subsidiary or any of the Regis Assets; (iii) contravene, conflict with or violate any provision of the Governing Documents of Regis or any Regis Subsidiary; (iv) except as set forth on Schedule 4.2, contravene, conflict with, violate, result in a breach of, constitute a default under, result in or permit the termination or amendment of any provision of, or result in or permit the acceleration of the maturity or cancellation of performance of any obligation under, any Regis Contract; or (v) except as set forth on Schedule 4.2, (A) result in the creation or imposition of any Encumbrance upon any of the Regis Assets or any of the outstanding shares of any of the Regis Subsidiaries or (B) give to any other Person any interest or right therein; other than, in all of the foregoing cases, for those matters that, individually or in the aggregate, neither would materially adversely affect the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation by the Subsidiaries following the Closing of the respective businesses currently conducted by the Subsidiaries. (b) Except as nor would not result in have a WLS Regis Material Adverse Effect. The consents, approvals, authorizations, exemptions or waivers, filings and notices listed on Schedule 4.2 are referred to as the execution, delivery and performance by WLS of this Agreement do not and will not (i) violate any Law; (ii) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time or both, would constitute a default) under any WLS Material Contract; (iii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien (except for any Lien for taxes not yet due and payable) upon any of the assets or properties of WLS or the Subsidiaries under any Contract to which either WLS or the Subsidiaries is a party or by which WLS or the Subsidiaries or any of their respective assets or properties are bound; (iv) permit the acceleration of the maturity of any indebtedness of WLS or the Subsidiaries or indebtedness secured by any assets or properties of WLS or the Subsidiaries; (v) violate or conflict with any provision of the Certificate or Articles of Incorporation or Bylaws of WLS or the Subsidiaries; or (vi) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of WLS or the Subsidiaries except as provided for in this Agreement“Regis Other Consents.”

Consents; Non-Contravention. (a) Except for the filing of the Certificate of Merger with the Colorado Secretary of State, filings required by applicable federal and state securities Lawslaws, and the requirement to obtain Shareholder Approval, no Permit, consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement, is necessary in connection with the execution, delivery and performance by WLS Shoshone and Merger Sub of this Agreement or the Asset AcquisitionArticles Merger, or the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation by the Subsidiaries following the Closing of the respective businesses currently conducted by the Subsidiaries. (b) Except as would not result in or cause a WLS Shoshone Material Adverse Effect, the execution, delivery and performance by WLS Shoshone and Merger Sub of this Agreement and the Certificate of Merger do not and will not (i) violate any Law; (ii) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time or both, would constitute a default) under any WLS Material Contractmaterial Contract or Permit; (iii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien (except for any Lien for taxes not yet due and payable) upon any of the assets or properties of WLS Shoshone or the Subsidiaries Merger Sub under any material Contract to which either WLS Shoshone or the Subsidiaries Merger Sub is a party or by which WLS or the Subsidiaries Shoshone, Merger Sub or any of their respective assets or properties are bound; (iv) permit the acceleration of the maturity of any indebtedness of WLS Shoshone or the Subsidiaries Merger Sub or indebtedness secured by any such entity’s assets or properties of WLS or the Subsidiariesproperties; (v) violate or conflict with any provision of the Certificate or Articles of Incorporation or Bylaws of WLS Shoshone or the SubsidiariesMerger Sub; or (vi) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of WLS Shoshone or the Subsidiaries Merger Sub, except as provided for in this Agreement.

Consents; Non-Contravention. (a) Except for the filing of the Articles of Merger and the Articles of Exchange with the Nevada Secretary of State, filings required by applicable federal and state securities Laws, and the requirement to obtain Shareholder Approvallaws, no Permit, consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement, is necessary in connection with the execution, delivery and performance by WLS JLLM, the Merger Sub, and the Shareholder of this Agreement or the Asset AcquisitionArticles Merger or Articles of Exchange, or the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation by the Subsidiaries CMT following the Closing Effective Time of the respective businesses business currently conducted by JLLM and the SubsidiariesMerger Sub. (b) Except as would not result in or cause a WLS JLLM Material Adverse Effect, the execution, delivery and performance by WLS JLLM of this Agreement Agreement, the Articles of Merger and the Articles of Exchange do not and will not (i) violate any Law; (ii) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time or both, would constitute a default) under any WLS Material Contractmaterial Contract or Permit; (iii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien (except for any Lien for taxes not yet due and payable) upon any of the assets or properties of WLS or the Subsidiaries JLLM under any material Contract to which either WLS or the Subsidiaries JLLM is a party or by which WLS or the Subsidiaries JLLM or any of their respective its assets or properties are bound; (iv) permit the acceleration of the maturity of any indebtedness of WLS or the Subsidiaries JLLM or indebtedness secured by any JLLM’s assets or properties of WLS or the Subsidiariesproperties; (v) violate or conflict with any provision of the Certificate or Articles of Incorporation or Bylaws of WLS or the SubsidiariesJLLM; or (vi) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of WLS or the Subsidiaries JLLM except as provided for in this Agreement.

Consents; Non-Contravention. (a) Except for (i) filings required by and approvals or expiration or termination of applicable federal waiting periods under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended, the rules and state securities Lawsregulations promulgated thereunder (the “HSR Act”), (ii) the filings and approvals or expiration or termination of applicable waiting periods under the other Specified Antitrust Laws (and the post-Closing filings under the Antitrust Laws of Argentina and Egypt), and the requirement to obtain Shareholder Approval(iii) consents, no Permitobjections, approvals from, or notification to, the BMA, neither the Company, any Affiliate of the Company nor any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent, authorization Order, Permit or approval of, or filing or registration with, of any Governmental Authority or any other Person not a party to this Agreement, is necessary Entity in connection with the execution, delivery and performance by WLS of this Agreement or and the Asset Acquisition, other Transaction Documents or the consummation of the transactions contemplated hereby herein and therein. Except as set forth in the preceding sentence or thereby, or for the lawful continued operation by the Subsidiaries following the Closing in Section 3.4 of the respective businesses currently conducted by the Subsidiaries. (b) Except as would not result in a WLS Material Adverse EffectCompany Disclosure Schedules, neither the execution, delivery and performance by WLS of this Agreement and the other Transaction Documents, nor the consummation of the transactions contemplated herein and therein do not and or will not (i) violate any Law; (ii) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time time, or both): (a) conflict with, would violate or result in a breach or default of any provision of the Company’s or any of its Subsidiaries’ Organizational Documents; (b) conflict with, violate or result in a material breach of any Law or Order to which the Company or any of its Subsidiaries or any of their assets, rights, properties or businesses is subject or otherwise bound; (c) conflict with, result in a material breach of, constitute a defaultmaterial default or an event creating rights of acceleration, termination, modification or cancellation or a loss of material rights under or require that any authorization, consent or approval be obtained with respect to any material Contract, Permit, indenture, mortgage, debenture, note or other instrument to which the Company or any of its Subsidiaries is a party, subject or otherwise bound; or (d) under any WLS Material Contract; (iii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation or imposition of any material Lien (except for any Lien for taxes not yet due and payableother than Permitted Liens) upon any of the material assets or properties businesses of WLS or the Subsidiaries under any Contract to which either WLS or the Subsidiaries is a party or by which WLS or the Subsidiaries Company or any of their respective assets or properties are bound; (iv) permit the acceleration of the maturity of any indebtedness of WLS or the Subsidiaries or indebtedness secured by any assets or properties of WLS or the its Subsidiaries; (v) violate or conflict with any provision of the Certificate or Articles of Incorporation or Bylaws of WLS or the Subsidiaries; or (vi) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of WLS or the Subsidiaries except as provided for in this Agreement.

Consents; Non-Contravention. (a) Except for the filing of the Certificate of Designation of the Series A Preferred Stock and filings required by applicable federal and state securities Laws, and the requirement to obtain Shareholder Approvallaws, no Permit, consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement, is necessary in connection with the execution, delivery and performance by WLS FOXO of this Agreement and the other Transaction Documents to which FOXO is, or RCHI or BSF will be (as of and after the Asset Acquisition, Closing) a party or the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation by the Subsidiaries FOXO following the Closing Date of the respective businesses business currently conducted by the SubsidiariesFOXO. (b) Except as would not result in a WLS Material Adverse Effect, the The execution, delivery and performance by WLS FOXO of this Agreement do and the other Transaction Documents to which FOXO is, or RCHI or BSF will be (as of and after the Closing) a party does not and will not (iA) violate any Law; Law or the articles of incorporation or bylaws of FOXO or (iiB) except as would not result in or cause a FOXO Material Adverse Effect, (i) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time or both, would constitute a default) under any WLS Material Contractmaterial Contract or Permit; (iiiii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien (except for any Lien for taxes not yet due and payable) upon any of the assets or properties of WLS or the Subsidiaries FOXO under any material Contract to which either WLS or the Subsidiaries FOXO is a party or by which WLS or the Subsidiaries FOXO or any of their respective its assets or properties are bound; (iviii) permit the acceleration of the maturity of any indebtedness of WLS or the Subsidiaries FOXO or indebtedness secured by any FOXO’s assets or properties of WLS or the Subsidiaries; (v) violate or conflict with any provision of the Certificate or Articles of Incorporation or Bylaws of WLS or the Subsidiariesproperties; or (viiv) except as disclosed in the FOXO SEC Reports result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of WLS or the Subsidiaries except as provided for in this AgreementFOXO.

Consents; Non-Contravention. (a) Except for the filing of the Articles of Merger with the Colorado and New Jersey Secretaries of State and the Articles of Exchange with the Nevada Secretary of State, filings required by applicable federal and state securities Lawslaws, and the requirement to obtain Shareholder Approval, no Permit, consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement, is necessary in connection with the execution, delivery and performance by WLS Fidelity and the Shareholders of this Agreement or the Asset AcquisitionArticles Merger or Articles of Exchange, or the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation by the Subsidiaries UCMC following the Closing Effective Time of the respective businesses business currently conducted by the SubsidiariesFidelity. (b) Except as would not result in a WLS or cause an Fidelity Material Adverse Effect, the execution, delivery and performance by WLS Fidelity of this Agreement Agreement, the Articles of Merger do not and will not (i) violate any Law; (ii) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time or both, would constitute a default) under any WLS Material Contractmaterial Contract or Permit; (iii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien (except for any Lien for taxes not yet due and payable) upon any of the assets or properties of WLS or the Subsidiaries Fidelity under any material Contract to which either WLS or the Subsidiaries Fidelity is a party or by which WLS or the Subsidiaries Fidelity or any of their respective its assets or properties are bound; (iv) permit the acceleration of the maturity of any indebtedness of WLS or the Subsidiaries Fidelity or indebtedness secured by any Fidelity’s assets or properties of WLS or the Subsidiariesproperties; (v) violate or conflict with any provision of the Certificate or Articles of Incorporation or Bylaws of WLS or the SubsidiariesFidelity; or (vi) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of WLS or the Subsidiaries Fidelity except as provided for in this Agreement.

Consents; Non-Contravention. (a) Except for the filing of the Articles of Merger with the Nevada Secretary of State and filings required by applicable federal and state securities Laws, and the requirement to obtain Shareholder Approval, no Permit, unobtained consent, authorization or approval of, or filing or registration with, with any Governmental Authority or any other Person not a party to this Agreement, is necessary in connection with the execution, delivery and performance by WLS SYSX and MergerSub of this Agreement or Agreement, the Asset Acquisition, Articles of Merger or the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation by the Subsidiaries of TTM following the Closing of the respective businesses currently conducted by the SubsidiariesEffective Time. (b) Except as would not result in a WLS SYSX Material Adverse EffectEffect as otherwise qualified herein, the execution, delivery and performance by WLS SYSX of this Agreement and the Articles of Merger do not and will not (i) violate any Law; (ii) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time or both, would constitute a default) under any WLS Material Contractmaterial Contract or Permit; (iii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien (except for any Lien for taxes not yet due and payable) upon any of the assets or properties of WLS or the Subsidiaries SYSX under any material Contract to which either WLS or the Subsidiaries SYSX is a party or by which WLS or the Subsidiaries SYSX or any of their respective its assets or properties are bound; (iv) permit the acceleration of the maturity of any indebtedness of WLS or the Subsidiaries SYSX or indebtedness secured by any SYSX’s assets or properties of WLS or the Subsidiariesproperties; (v) violate or conflict with any provision of the Certificate or current Articles of Incorporation or Bylaws of WLS or the SubsidiariesSYSX; or (vi) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of WLS or the Subsidiaries SYSX, except as provided for in this Agreement.

Consents; Non-Contravention. (a) Except for the filing of the Articles of Merger with the Missouri and New Jersey Secretaries of State and the Articles of Exchange with the Nevada Secretary of State, filings required by applicable federal and state securities Lawslaws, and the requirement to obtain Member and Shareholder Approval, no Permit, consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement, is necessary in connection with the execution, delivery and performance by WLS Founders and the Member of this Agreement or the Asset AcquisitionArticles Merger or Articles of Exchange, or the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation by the Subsidiaries UCMC following the Closing Effective Time of the respective businesses business currently conducted by the SubsidiariesFounders. (b) Except as would not result in or cause a WLS Founders Material Adverse Effect, the execution, delivery and performance by WLS Founders of this Agreement Agreement, the Articles of Merger do not and will not (i) violate any Law; (ii) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time or both, would constitute a default) under any WLS Material Contractmaterial Contract or Permit; (iii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien (except for any Lien for taxes not yet due and payable) upon any of the assets or properties of WLS or the Subsidiaries Founders under any material Contract to which either WLS or the Subsidiaries Founders is a party or by which WLS or the Subsidiaries Founders or any of their respective its assets or properties are bound; (iv) permit the acceleration of the maturity of any indebtedness of WLS or the Subsidiaries Founders or indebtedness secured by any Founders’ assets or properties of WLS or the Subsidiariesproperties; (v) violate or conflict with any provision of the Certificate or Articles of Incorporation Organization or Bylaws operating agreement of WLS or the SubsidiariesFounders; or (vi) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of WLS or the Subsidiaries Founders except as provided for in this Agreement.