Common use of Non-Contravention; Consents Clause in Contracts

Non-Contravention; Consents. Neither (i) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, or (ii) any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Contract, or (iv) cancel, terminate or modify any term of such Acquired Corporation Contract; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations). Except as may be required by the Exchange Act, the PBCL, the DGCL and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Neither Except as would not result in a Material Adverse Effect on the Acquired Corporations, neither (i1) the execution, delivery or performance of this Agreement or any of by the other agreements referred to in this AgreementCompany, nor (ii2) the consummation of the Merger or any of the other transactions contemplated by this AgreementAgreement by the Company, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, or (ii) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (b) contravene, conflict with or result in a violation ofof any Legal Requirement, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or under any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Material Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Material Contract, or (iviii) cancel, terminate or modify any term of such Acquired Corporation Material Contract; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations). Except as may be required by the Exchange Act, the PBCL, the DGCL and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Neither (i1) the execution, delivery or performance of this Agreement, the Agreement or any of Merger and the other agreements referred to in this AgreementRelated Agreements, nor (ii2) the consummation of the Merger or any of the other transactions contemplated by this AgreementAgreement or the Related Agreements, will directly or indirectly (with or without notice or lapse of time): (ai) contravene, conflict with or result in a violation of (i) any of the provisions of the articles of incorporation, Charter or bylaws or other charter or organizational documents of any of the Acquired CorporationsCompany, Phase Three or (ii) any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of any of the Acquired CorporationsSWI; (bii) contravene, conflict with or result in a violation in any material respect of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompany or Phase Three is subject or bound, or pursuant to which any of the material assets owned or used by the Company or Phase Three is subject or bound or result in the creation of any Encumbrance on any material asset of the Acquired Corporations, is subjectCompany or Phase Three; (ciii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, of any Governmental Authorization issued, granted given or otherwise made available by or under the authority of any Governmental Authority, that is held by any of the Acquired Corporations Company or Phase Three or that otherwise relates to the business of any of the Acquired Corporations Company or Phase Three or to any of the material assets owned or used by any of the Acquired Corporations;Company or Phase Three; or (div) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Contract, or (iv) cancel, terminate or modify any term of such Acquired Corporation Contract; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations). Except as may be required by the Exchange DGCL or under the HSR Act, the PBCL, the DGCL and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, Company is not or will not be required to make any filing with or give any notice to, or to obtain any Consent consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, the Agreement of Merger or the Related Agreements or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement, except where the failure to take such actions will not have a Company Material Adverse Effect or Phase Three Material Adverse Effect or a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby or by the Related Agreements.

Non-Contravention; Consents. Neither (i) Except as set forth on Schedule 2.18, neither the execution, delivery or performance of this Agreement or any of by the other agreements referred to in this Agreement, Company nor (ii) the consummation of the Merger by the Company or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles of incorporation, bylaws or other charter or organizational documents Company Constituent Documents of any of the Acquired Corporations, Companies or (ii) any resolution adopted by the shareholdersequity holders, the board of directors or any committee of the board of directors managers of any of the Acquired CorporationsCompanies; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompanies, or any of the material assets owned or used by any of the Acquired CorporationsCompanies, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations Companies or that otherwise relates to the business of any of the Acquired Corporations Companies or to any of the assets owned or used by any of the Acquired Corporations;Companies, except where the contravention of, conflict with or violation of, any such terms or requirements could not, individually or in the aggregate, have a Company Material Adverse Effect on the Acquired Companies; or (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Material Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Material Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Material Contract, or (iv) cancel, terminate or modify any term of such Acquired Corporation any Material Contract; or (e) result , except in each case where the imposition contravention of, conflict with, or creation violation or breach of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will such provision could not, in any case individually or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of have a Company Material Adverse Effect on the Acquired Corporations)Companies. Except as may be required by the Exchange ActTBCA, the PBCL, the DGCL HSR Act and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b))any foreign antitrust law, none of the Acquired Corporations Companies was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Neither (ia) Neither the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (ai) contravene, conflict with or result in a violation of (i) any of the provisions of (A) the articles of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, Parent Charter Documents or (iiB) any resolution adopted by the shareholdersstockholders or members or the Board of Directors or equivalent governing body of each of Parent, the board of directors Merger Sub or Merger LLC or any committee of the board Board of directors Directors or equivalent governing body of any each of the Acquired CorporationsParent, Merger Sub or Merger LLC; (bii) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger, the Upstream Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement Law or any order, writ, injunction, judgment or decree to which Parent or any of the Acquired Corporationsits Subsidiaries, or any material portion of the assets owned or used by Parent or any of the Acquired Corporationsits Subsidiaries, is subjectsubject (except, in each case, pursuant to (A) the HSR Act or any Antitrust Law or (B) existing rights of stockholders under the DGCL); (ciii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is held by Parent or any of the Acquired Corporations or its Subsidiaries that otherwise relates to the business of Parent or any of the Acquired Corporations its Subsidiaries or to any of the assets owned or used by Parent or any of the Acquired Corporationsits Subsidiaries; (div) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of any provision of, result in the loss of any benefit or the imposition of any additional payment or other liability under, or result in a default under, any provision of any Acquired Corporation Contract that "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act) to which Parent or would constitute any of its Subsidiaries is a party or by which it or any of its respective properties or assets may be bound (each a "Parent Material Contract"), or give any Person the right to (iA) declare a default or exercise any remedy under any such Acquired Corporation Parent Material Contract, (iiB) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Parent Material Contract, (iiiC) accelerate the maturity or performance of any such Acquired Corporation Parent Material Contract, or (ivD) cancel, terminate terminate, redeem or modify any term of any Parent Material Contract, exercise any change in control or similar put rights with respect to or to require a greater rate of interest on, any debt obligations of Parent, except in each case where the contravention of, conflict with, or violation or breach of any such Acquired Corporation Contractprovision, loss of any benefit, or imposition of any payment or liability or default, or the giving to any Person of such rights, would not, individually or in the aggregate, have a Parent Material Adverse Effect; or (ev) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by Parent or any of the Acquired Corporations its Subsidiaries (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired CorporationsPermitted Encumbrances). . (b) Except as may be required by the Exchange Act, the PBCLDGCL, the DGCL LLC Act and the rules of the National Association of Securities DealersHSR Act, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, Parent is or will be not required to make any filing with or with, give any notice to, to or to obtain any Consent from, from any Person in connection with (xi) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (yii) the consummation of the Merger or any of the other transactions contemplated by this Agreement, except in each case where the failure to make any filing, give any notice or obtain any Consent would not, individually or in the aggregate, have a Parent Material Adverse Effect.

Non-Contravention; Consents. Neither Except as set forth in Section 2.20 of the Company Disclosure Schedule, neither (i1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii2) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (ai) contravene, conflict with or result in a violation of (i) any of the provisions of the articles certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, or (ii) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (bii) contravene, conflict with or result in a violation of, or give any Governmental Body Entity or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any outstanding order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (ciii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Material Contract, (ii) a rebate, chargeback, penalty penalty, or change in delivery schedule under any such Acquired Corporation Material Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Contract, Material Contract or (iv) cancel, terminate terminate, or modify any term of any such Acquired Corporation Material Contract; or (eiv) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations). Except as may be required by the Securities Act, the Exchange Act, the PBCLDGCL, the DGCL HSR Act and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b))NASD Bylaws, none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Entity or Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Neither (ia) Except as set forth in part 2.11(a) of the executionConexant Disclosure Schedule, neither the execution and delivery or performance of this Agreement or by any of the other agreements referred to in this Agreement, nor (ii) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles of incorporation, bylaws or other charter or organizational documents Conexant Group Companies of any of the Acquired Corporations, Transactional Agreements and the Newport Fab Contribution Agreement nor the consummation or (ii) performance by any resolution adopted by the shareholders, the board of directors or any committee of the board of directors Conexant Group Companies of any of the Acquired Corporations;Transactions or the Newport Fab Contribution, will: (bi) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsConexant Group Companies, the Wafer Fabrication Operations, or any of the assets owned or used by any of the Acquired Corporations, Contributed Assets is subject; (cii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or terminate, modify, or fail to renew in the ordinary course, any Governmental Authorization that is held by Transferred Permit; (iii) violate or conflict with any provision of the Acquired Corporations Certificate of Incorporation or that otherwise relates to the business Bylaws or other organizational documents of any of the Acquired Corporations Conexant Group Companies or to any of the assets owned or used by any of the Acquired Corporationstheir Affiliates; (div) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contraveneviolate, conflict with or result in a violation or breach ofwith, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any material Encumbrance upon any of the Contributed Assets or the Membership Interests under any of the terms, conditions or provisions of, or require the consent of any party under, any provision of any Acquired Corporation Contract that is contract, indebtedness, note, bond, indenture, security or would constitute a Material Contractpledge agreement, commitment, license, Lease, franchise, Permit, agreement, or give any Person the right to other instrument or obligation (i) declare to which any of the Conexant Group Companies or any of their Affiliates is a default party or exercise any remedy under any such Acquired Corporation Contract, (ii) a rebate, chargeback, penalty by which the Contributed Assets or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Contract, or (iv) cancel, terminate or modify any term of such Acquired Corporation ContractMembership Interests are bound; or (ev) otherwise result in the imposition or creation of impose any Encumbrance upon on the Contributed Assets or with respect to any asset owned or used by any the Membership Interests. (b) Except as otherwise set forth in Part 2.11(b) of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations). Except as may be required by the Exchange Act, the PBCL, the DGCL and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b))Conexant Disclosure Schedule, none of the Acquired Corporations was, Conexant Group Companies is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, execution and delivery of any of the Transactional Agreements or the Newport Fab Contribution Agreement or the consummation or performance of this Agreement or any of the other agreements referred to in this Agreement, Transactions or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementNewport Fab Contribution.

Non-Contravention; Consents. Neither Except as set forth in PART 2.21 of the Disclosure Schedule or where occurrence will not have a Material Adverse Effect, neither (i1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii2) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (aA) contravene, conflict with or result in a violation of (i) any of the provisions of the Company's articles of incorporation, bylaws organization or other charter or organizational documents of any of the Acquired Corporationsbylaws, or (ii) any resolution adopted by the Company's shareholders, the Company's board of directors or any committee of the Company's board of directors of any of the Acquired Corporationsdirectors; (bB) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompany, or any of the assets owned or used by any of the Acquired CorporationsCompany, is subject; (cC) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations Company or that otherwise relates to the Company's business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired CorporationsCompany; (dD) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Company Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Company Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Company Contract, or (iviii) cancel, terminate or modify any term of such Acquired Corporation Company Contract; or (eE) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired CorporationsCompany). Except as may be required by set forth in PART 2.21 of the Exchange ActDisclosure Schedule, the PBCL, the DGCL Company is not and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, is or will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Neither Assuming compliance with the applicable provisions of the DGCL, the HSR Act, any foreign Antitrust Laws and the rules and regulations of The NASDAQ Stock Market, except as set forth in Part 2.24 of the Company Disclosure Schedule, neither (i1) the execution, execution and delivery or performance of this Agreement or any of by the other agreements referred to in this AgreementCompany, nor (ii2) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, will or would reasonably be expected to, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of of: (i) any of the provisions of the articles certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, ; or (ii) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Company Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Acquired Corporation Company Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Company Contract, ; (iii) accelerate the maturity or performance of any such Acquired Corporation Company Contract, ; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Acquired Corporation Company Contract; or; (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations); or (f) result in, or increase the likelihood of, the disclosure or delivery to any escrowholder or other Person of any Company IP (including Company Source Code), or the transfer of any material asset of any of the Acquired Corporations to any Person. Except except, in the case of clauses "(a)" through "(f)" of this sentence, as would not and would not reasonably be expected to be material to the Acquired Corporations taken as a whole. Except: (A) as may be required by the Exchange Act, the PBCLDGCL, the DGCL HSR Act, any foreign Antitrust Law and the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") The NASDAQ Stock Market (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, ); and (B) as defined in Section 2.28(b))would not and would not reasonably be expected to be material to the Acquired Corporations taken as a whole, none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with with: (x1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, ; or (y2) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Neither (i) Neither the execution, execution and delivery by the Seller or performance any Affiliate of this Agreement or the Seller of any of the other agreements referred to in this AgreementTransactional Agreements, nor (ii) the consummation or performance by the Seller or any Affiliate of the Merger or Seller of any of the other transactions contemplated by this AgreementTransactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of of: (i) any of the provisions of the articles of incorporation, bylaws or other charter or organizational documents of any Organizing Documents of the Acquired Corporations, Seller or any Affiliate of the Seller that owns Transferred Assets; or (ii) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of the Seller or any Affiliate of the Acquired CorporationsSeller that owns Transferred Assets; (b) result in a violation of any Legal Requirement or any Order to which the Seller or any Affiliate of the Seller, or any of the Transferred Assets, is subject; (c) result in a material breach of any provision of, or material default under, or give any Person the right to declare a default or accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Material Contract; (d) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (c) contravene, conflict with or result in a violation breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Contract, or (iv) cancel, terminate or modify any term of such Acquired Corporation ContractAuthorization; or (e) result in the creation or imposition or creation of any an Encumbrance upon or with respect to any asset owned or used by any on the Transferred Assets. Except as set forth on Part 2.15 of the Acquired Corporations (Disclosure Letter, and except for minor liens that will notthe filing with the United States Securities and Exchange Commission of such reports under the Securities Exchange Act of 1934, in any case or in as amended (the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations). Except “Exchange Act”) as may be required by the Exchange Actin connection with this Agreement, the PBCL, the DGCL other Transactional Agreements and the rules Transactions, neither the Seller nor any Affiliate of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, Seller is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body or other Person in connection with (x) the execution, execution and delivery by the Seller or performance any Affiliate of this Agreement or the Seller of any of the other agreements referred to in this Agreement, Transactional Agreements or (y) the consummation or performance by the Seller or any Affiliate of the Merger or Seller of any of the other transactions contemplated by this AgreementTransactions.

Non-Contravention; Consents. Neither (i1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii2) the consummation by the Company of the Offer, the Merger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles or certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, or (ii) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Offer, the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations; (d) except as set forth in Part 2.25(d3.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute constitutes a Material Contract, or give any Person the right to (i) declare a default (or give rise to any right of termination, amendment, cancellation or acceleration) or exercise any remedy under any such Acquired Corporation Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Contract, or (iv) cancel, terminate or modify any term of such Acquired Corporation Contract; or; (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations); or (f) except as set forth in Part 3.25(f) of the Company Disclosure Schedule, result in, or increase the likelihood of, the disclosure or delivery to any escrowholder or other Person of any Acquired Corporation Source Code, or the transfer of any material asset of any of the Acquired Corporations to any Person. Except as may be required by the Exchange Act, the PBCLDGCL, the DGCL any foreign antitrust law or regulation and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b))NASD Bylaws, none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person (including, without limitation, consents from parties to loans, Contracts, leases and other agreements to which an Acquired Corporation is a party, except where the failure to obtain such consents has not, and would not reasonably be expected to, materially adversely effect the Acquired Corporations) in connection with (x) the execution, delivery or performance of this Agreement or any of by the other agreements referred to in this AgreementCompany, or (y) the consummation by the Company of the Offer, the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Neither (ia) Subject to (I) obtaining the Meadow Stockholder Approval, (II) the filing of the Certificate of Merger required by the DGCL, (III) (A) the filing with the SEC of the Joint Proxy Statement/Prospectus in definitive form, (B) the filing with the SEC, and declaration of effectiveness under the Securities Act of the Registration Statement, and (C) the filing with the SEC of such reports and other filings under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, and the Contemplated Transactions, (IV) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the shares of Meadow Common Stock to be issued as the Merger Consideration and (V) such filings with and approvals of Nasdaq as are required to permit the consummation of the Merger and the listing of the shares of Meadow Common Stock to be issued as the Merger Consideration, neither (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor by Xxxx xxx (iiy) the consummation by Xxxxxx of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (ai) contravene, conflict with or result in a violation or breach of (i) any of the provisions of the articles Organizational Documents of incorporation, bylaws Meadow or other charter or organizational documents of any of the Acquired Corporations, or its Subsidiaries; (ii) any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (b) contravene, conflict with or result in a violation or breach of, or give any Governmental Body or other Person Entity the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement Law or any order, writ, injunction, judgment or decree to which Meadow or any of the Acquired Corporationsits Subsidiaries, or any of the assets owned by Meadow or used by any of the Acquired Corporationsits Subsidiaries, is subject; (ciii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations Xxxxxx or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporationsits Subsidiaries; (div) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Meadow Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Acquired Corporation Meadow Material Contract, ; (ii) a any material payment, rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Meadow Material Contract, ; (iii) accelerate the maturity or performance of any such Acquired Corporation Meadow Material Contract, ; or (iv) cancel, terminate or modify any term of such Acquired Corporation any Meadow Material Contract; or (ev) result in the imposition or creation of any Encumbrance Lien upon or with respect to any asset owned or used by Meadow or any of the Acquired Corporations its Subsidiaries (except for minor liens that will not, in any case or Permitted Liens); except in the aggregatecase of clauses (ii), materially detract from (iii), (iv) and (v) of this Section 4.5(a) for any such violations, remedies, relief, revocations, withdrawals, suspensions, cancelations, termination, modifications, breaches, defaults, payments, rebates, chargebacks, penalties, changes, accelerations or Liens that would not have a Meadow Material Adverse Effect. (b) Except for (i) the value filing of the assets subject thereto or materially impair Certificate of Merger with the operations Secretary of any State of the Acquired Corporations). Except as may be required by State of Delaware pursuant to the Exchange ActDGCL, the PBCL, the DGCL and the rules of the National Association of Securities Dealers, Inc. ("NASD"ii) (as they relate to A) the S-4 Registration Statement and filing with the SEC of the Joint Proxy Statement/ProspectusProspectus in definitive form, (B) the filing with the SEC, and declaration of effectiveness under the Securities Act of the Registration Statement, and (C) the filing with the SEC of such reports and other filings under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as defined may be required in Section 2.28(b))connection with this Agreement, none and the Contemplated Transactions, (iii) such filings with and approvals of Nasdaq as are required to permit the consummation of the Acquired Corporations wasMerger and the listing of the shares of Meadow Common Stock to be issued as the Merger Consideration and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, neither Meadow nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person Governmental Entity in connection with (x) the execution, delivery or performance by Meadow of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation by Meadow of the Merger Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of Meadow to consummate the Contemplated Transactions or that would have a Meadow Material Adverse Effect. Assuming the accuracy of the representation set forth in Section 3.23, the Meadow Board has taken all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and to the consummation of the Contemplated Transactions. To Meadow’s Knowledge, no other takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Neither (ia) Neither the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii) the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (ai) contravene, conflict with or result in a violation of (i) any of the provisions of of: (A) the articles of incorporation, bylaws Company Charter Documents or other charter or the organizational documents of any Subsidiary of the Acquired Corporations, Company; or (iiB) any resolution adopted by the shareholders, the board of directors Company Board or any committee of the board of directors of any of the Acquired CorporationsCompany Board; (bii) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Offer or the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement Law or any order, writ, injunction, judgment or decree to which the Company or any of the Acquired Corporationsits Subsidiaries, or any material portion of the assets owned or used by the Company or any of the Acquired Corporationsits Subsidiaries, is subjectsubject (except, in each case, pursuant to: (A) the HSR Act or any applicable foreign Law relating to antitrust or competition matters; or (B) existing rights of shareholders under the WBCL); (ciii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is held by the Company or any of the Acquired Corporations or its Subsidiaries that otherwise relates to the business of the Company or any of the Acquired Corporations its Subsidiaries or to any of the assets owned or used by the Company or any of the Acquired Corporationsits Subsidiaries; (div) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that to which the Company or any of its Subsidiaries is or would constitute a Material Contractparty, or give any Person the right to to: (iA) declare a default or exercise any remedy under any such Acquired Corporation Contract, ; (iiB) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, ; (iiiC) accelerate the maturity or performance of any such Acquired Corporation Contract, ; or (ivD) cancel, terminate or modify any term of any such Acquired Corporation Contract; or (ev) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or any of the Acquired Corporations (except for minor liens that will notits Subsidiaries, except, in the case of each of clauses (iv) and (v), for any case contraventions, conflicts, violations, breaches, challenges, Encumbrances, revocations, withdrawals, suspensions, cancellations, terminations, modifications or in other results that are immaterial to the aggregate, materially detract from the value operation of the assets subject thereto or materially impair the operations of any of the Acquired Corporations). Company’s business. (b) Except as may be required by the Exchange Act, the PBCLWBCL and the HSR Act, the DGCL and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, Company is or will be not required to make any filing with or with, give any notice to, to or to obtain any Consent from, from any Person in connection with with: (xi) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, ; or (yii) the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, except in each case where the failure to make any filing, give any notice or obtain any Consent would, individually or in the aggregate, be immaterial.

Non-Contravention; Consents. Neither (ia) Neither the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (ai) contravene, conflict with or result in a violation of (i) any of the provisions of (A) the articles of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, Company Charter Documents or (iiB) any resolution adopted by the shareholdersstockholders, the board of directors Company Board or any committee of the board of directors of any of the Acquired CorporationsCompany Board; (bii) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger, the Upstream Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement Law or any order, writ, injunction, judgment or decree to which the Company or any of the Acquired Corporationsits Subsidiaries, or any material portion of the assets owned or used by the Company or any of the Acquired Corporationsits Subsidiaries, is subjectsubject (except, in each case, pursuant to (A) the HSR Act or any Antitrust Law or (B) existing rights of stockholders under the DGCL); (ciii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is held by the Company or any of the Acquired Corporations or its Subsidiaries that otherwise relates to the business of the Company or any of the Acquired Corporations its Subsidiaries or to any of the assets owned or used by the Company or any of its Subsidiaries; (iv) cause the Company or any of its Subsidiaries to become subject to, or to become liable for the payment of, any Tax; (v) cause any of the Acquired Corporationsreal property owned by the Company or any of its Subsidiaries to be reassessed or revalued by any Governmental Body; (dvi) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of any provision of, result in the loss of any benefit or the imposition of any additional payment or other liability under, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to (iA) declare a default or exercise any remedy under any such Acquired Corporation Material Contract, (iiB) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Material Contract, (iiiC) accelerate the maturity or performance of any such Acquired Corporation Material Contract, or (ivD) cancel, terminate terminate, redeem or modify any term of any Material Contract, exercise any change in control or similar put rights with respect to, or to require a greater rate of interest on, any debt obligations of the Company, except in each case where the contravention of, conflict with, or violation or breach of any such Acquired Corporation Contractprovision, loss of any benefit, or imposition of any payment or liability or default, or the giving to any Person of such rights, would not, individually or in the aggregate, have a Company Material Adverse Effect; or (evii) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company or any of the Acquired Corporations its Subsidiaries (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired CorporationsPermitted Encumbrances). . (b) Except as may be required by the Exchange Act, the PBCLDGCL, the DGCL HSR Act and the rules Antitrust Laws identified in Part 3.21(b) of the National Association of Securities DealersCompany Disclosure Schedule, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, Company is or will be not required to make any filing with or with, give any notice to, to or to obtain any Consent from, from any Person in connection with (xi) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (yii) the consummation of the Merger or any of the other transactions contemplated by this Agreement, except in each case where the failure to make any filing, give any notice or obtain any Consent would not, individually or in the aggregate, have a Company Material Adverse Effect.

Non-Contravention; Consents. Neither Subject in the case of the Merger to the adoption of this Agreement by the holders of the Company Common Stock (iif necessary), and subject to the introductory clauses of the following sentence, and except as otherwise would not have a material adverse effect on the Acquired Corporations taken as a whole, neither (1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this AgreementFinancing Documents, nor (ii2) the acquisition by Acquisition Sub of any shares of Company Common Stock pursuant to the Offer or the consummation of the Merger or any of the other transactions contemplated by this AgreementAgreement or the Financing Documents, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with contravene or result in a violation of otherwise violate (i) any of the provisions of the articles certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, or (ii) any applicable resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (b) contravene, conflict with contravene or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, otherwise violate any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (c) contravene, conflict with contravene or result in a violation of otherwise violate any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with contravene or result in a violation otherwise violate or breach ofbreach, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Contract, Material Contract or (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Contract, or (iv) cancel, terminate or modify any term of such Acquired Corporation any Material Contract; or; (e) result in the imposition or creation of any material Encumbrance upon or with respect to any material asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations); or (f) result in the transfer of any material asset of any of the Acquired Corporations to any Person. Except Subject in the case of the Merger to the adoption of this Agreement by the holders of the Company Common Stock (if necessary), except as may be required by the Exchange Act, the PBCLDGCL, the DGCL HSR Act, any foreign antitrust law or regulation and the rules of the National Association of Securities Dealers, Inc. ("NASD") NASD Bylaws (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement Agreement, any of the Stockholder Agreements or any of the other agreements referred Financing Documents, (y) the acquisition of or payment for any shares of Company Common Stock by Acquisition Sub pursuant to in this Agreement, the Offer or (yz) the consummation of the Merger or any of the other transactions contemplated by this Agreement, any of the Stockholder Agreements or any of the Financing Documents.

Non-Contravention; Consents. Neither (i) Neither the execution, execution and delivery or performance of this Agreement by such Stockholder (or any of the other agreements referred to in this Agreementif applicable, such Stockholder’s spouse) nor (ii) the consummation of the Merger or any of the other transactions contemplated hereby nor compliance by this Agreementsuch Stockholder (or if applicable, such Stockholder’s spouse) with any provisions herein will directly or indirectly (with or without notice or lapse of time): (a) contraveneif such Stockholder is not an individual, violate, contravene or conflict with or result in a violation any breach of (i) any provision of the provisions certificate of the articles of incorporation, incorporation or bylaws or other charter or equivalent organizational documents of any of the Acquired Corporationssuch Stockholder, or (ii) any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (b) contravenerequire any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity on the part of such Stockholder (or if applicable, such Stockholder’s spouse), except for compliance with the applicable requirements of the Securities Act, the Exchange Act or any other securities laws and the rules and regulations promulgated thereunder, (c) violate, conflict with with, or result in a violation breach of or default under any provisions of, or give require any Governmental Body consent, waiver or other Person approval under any of the right terms, conditions or provisions of, any Contract to challenge the Merger which such Stockholder (or if applicable, such Stockholder’s spouse) is a party or by which such Stockholder (or if applicable, such Stockholder’s spouse) or any of such Stockholder’s Covered Shares may be bound, (d) result in the creation or imposition of any Lien (other than Permitted Liens or any Lien created by Parent or Merger Sub) on any of such Stockholder’s Covered Shares or (e) violate any Law applicable to such Stockholder (or if applicable, such Stockholder’s spouse) or by which any of such Stockholder’s Covered Shares are bound, except, in the case of each of clauses (c), (d) and (e), as would not, individually or in the aggregate, reasonably be expected to prevent, impair or delay the consummation by such Stockholder of the transactions contemplated by this Agreement or otherwise prevent, impair or delay such Stockholder’s ability to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any perform such Acquired Corporation Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Contract, or (iv) cancel, terminate or modify any term of such Acquired Corporation Contract; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations). Except as may be required by the Exchange Act, the PBCL, the DGCL and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementStockholder’s obligations hereunder.

Non-Contravention; Consents. Neither (ia) the The execution, delivery or and performance of this Agreement or any by the Company and Sellers of the other agreements referred Transaction Documents to in this Agreementwhich the Company and or each Seller is a party, nor (ii) and the consummation of the Merger transactions contemplated thereby (including the Transaction), do not (a) contravene (i) any provision of the Organizational Documents of the Company or any Seller, as applicable or (ii) any Law; (b) except as set forth on Section 4.5(a) of the other transactions contemplated by this AgreementCompany Disclosure Schedule (the “Third Party Consents”) conflict with, will directly result in any breach of, constitute a default (or indirectly (event which with or without the giving of notice or lapse of time): , or both, would become a default) under, require any Permit or consent under, or give to others any rights of termination, acceleration or cancellation of, any note, bond, mortgage or indenture, Contract, lease, sublease, license, Permit, franchise or other instrument or arrangement to which the Company or any Seller is a party; (ac) contravene, conflict with or result in any breach of or constitute a violation default (or an event that with notice or lapse of (itime or both would become a default) under, result in the Company’s loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any consent under, any Contract to which the Company is a party or otherwise bound as of the provisions date hereof; or (d) result in the creation or imposition of any Encumbrance on any properties (including Real Property) or assets of the articles of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, or (ii) any resolution adopted by the shareholders, the board of directors Company or any committee of the board of directors of any of the Acquired Corporations;Seller. (b) contraveneNo consent, conflict with approval, Permit, Governmental Order, or result in a violation authorization of, or give registration, declaration, or filing with, or notice to, any Governmental Body Authority is required to be obtained or other Person made by the right to challenge the Merger Company or any Seller in connection with the execution, delivery, and performance by the Company or any Seller of this Agreement or the consummation by the Company or any Seller of the Transaction and other transactions contemplated by this Agreement hereby, except for: (i) such consents as may be required under any other Laws that are designed or intended to exercise any remedy or obtain any relief underprohibit, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporationsrestrict, or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition (the “Antitrust Laws”), including any of the assets owned or used by any of the Acquired Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or statute requiring notifications this transaction to any governmental agency charged with enforcing such laws, such as the HSR Act; (ii) such consents as may be required under applicable state securities or “blue sky” Laws; and (iii) the other consents of the assets owned or used by any of the Acquired Corporations; (d) except as set forth Governmental Authorities listed in Part 2.25(dSection 4.5(b) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Contract, (ii) a rebate, chargeback, penalty or change in delivery which schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Contract, or (iv) cancel, terminate or modify any term of such Acquired Corporation Contract; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations). Except as may be required by the Exchange Act, the PBCL, the DGCL and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreementshall include all Cannabis Consents.

Non-Contravention; Consents. Neither (i) Neither the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contraveneContravene, conflict with or result in a violation of (i) any of the provisions of the articles Company’s Articles of incorporation, bylaws Incorporation or other charter or organizational documents of any of the Acquired CorporationsBylaws, or (ii) any resolution adopted by the shareholders, Shareholders or the Company’s board of directors or any committee of the board of directors of any of the Acquired Corporationsdirectors; (b) contraveneContravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompany, or any of the assets owned or used by any of the Acquired CorporationsCompany, is subject; (c) contraveneContravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations Company or that otherwise relates to the Company’s business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired CorporationsCompany; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contraveneContravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Material Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Material Contract, or (iviii) cancel, terminate or modify any term of such Acquired Corporation Material Contract; or (e) result Result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (Company, except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any the Company. Other than for the Required Shareholder Approval, the filing of the Acquired Corporations). Except as may be required by Certificate of Merger with the Exchange ActSecretary of State of the State of California pursuant to the CCC, the PBCLfiling of the Articles of Merger with the Secretary of State of the State of Nevada pursuant to the NRS, and filings required under and in compliance with other Legal Requirements, the DGCL and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, Company is or will be not required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Neither Except as set forth in Part 2.26 of the Company Disclosure Schedule (iwhich shall identify the subsection of this Section 2.26 to which such disclosure relates), neither (1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this AgreementAgreement by the Company, nor (ii2) the consummation by the Company of the Merger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, or (ii) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute constitutes a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Contract, or (iv) cancel, terminate or modify any term of such Acquired Corporation Contract; or; (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations); or (f) result in, or increase the likelihood of, the disclosure or delivery to any escrowholder or other Person of the Company Source Code, or the transfer of any material asset of any of the Acquired Corporations to any Person. Except as may be required by the Exchange Act, the PBCLMBCA, the DGCL HSR Act, any foreign antitrust law or regulation and the rules of the National Association of Securities Dealers, Inc. ("NASD") NASD Bylaws (as they relate to the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus), and except as defined set forth in Section 2.28(b))Part 2.26 of the Company Disclosure Schedule, none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this AgreementAgreement by the Company, or (y) the consummation by the Company of the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Neither (ia) Except for any actions that may be required by, and for compliance with, the Exchange Act, the Securities Act, state securities or “blue sky” Legal Requirements, the DGCL, the HSR Act, any foreign antitrust or competition-related Legal Requirement of the Foreign Competition Authorities and the rules and regulations of the Nasdaq Stock Market, the execution, delivery or performance of this Agreement or any of by the other agreements referred to in this AgreementCompany does not, nor (ii) and the consummation of the Merger or any of Contemplated Transactions, including the other transactions contemplated by this AgreementOffer and the Merger, will directly or indirectly shall not (with or without notice or lapse of time): (ai) contravene, conflict with or result in a violation of of: (iA) any of the provisions of the articles certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, ; or (iiB) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (bii) contravene, contravene or conflict with in any material respect or result in a material violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (ciii) contravene, contravene or conflict with in any material respect or result in a material violation of any of the terms or requirements of, or give any material Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Contract, or (iv) cancel, terminate or modify any term of such Acquired Corporation Contract; or (eiv) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired CorporationsPermitted Encumbrances). . (b) Except as may be required by the Exchange Act, the PBCLSecurities Act, state securities or “blue sky” Legal Requirements, the DGCL DGCL, the HSR Act, any foreign antitrust or competition-related Legal Requirement of the Foreign Competition Authorities and the rules and regulations of the National Association of Securities DealersNasdaq Stock Market, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by the Company or any of the other agreements referred to in this Agreement, or (y) the consummation of the Offer, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions shall not require a Consent under, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract that constitutes a Material Contract or a Specified Contract, or give any Person the right to: (i) declare a material default or exercise any material remedy under any such Company Contract; (ii) a material rebate, chargeback, penalty or change in delivery schedule under any such Company Contract; (iii) accelerate the maturity or performance of any such Company Contract; or (iv) cancel, terminate or modify any material right, benefit, obligation or other term of any such Company Contract.

Non-Contravention; Consents. Neither (i) Except as set forth in Part 2.27 of the executionSeller Disclosure Schedule, neither the execution and delivery of any of the Transactional Agreements by the Seller or the Members, nor the consummation or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii) Transactions by the consummation of Seller or the Merger or any of the other transactions contemplated by this AgreementMembers, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, or (ii) any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsMembers or the Seller, or any of the assets owned or used by any of the Acquired CorporationsSeller, is subject; (b) cause the Purchaser or any affiliate of the Purchaser to become subject to, or to become liable for the payment of, any Tax; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Assets or is held by the Seller or any employee of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired CorporationsSeller; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Seller Contract, or ; (e) give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Seller Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Seller Contract, or (iviii) cancel, terminate or modify any term of such Acquired Corporation Seller Contract; or (ef) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations)Assets. Except as may be required by the Exchange Act, the PBCL, the DGCL and the rules set forth in Part 2.27 of the National Association of Securities DealersSeller Disclosure Schedule, Inc. ("NASD") (as they relate to neither the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations Seller nor any Member was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, execution and delivery of any of the Transactional Agreements or the consummation or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementTransactions.

Non-Contravention; Consents. Neither Assuming compliance with the applicable provisions of the DGCL and the listing requirements of the NASDAQ Capital Market, except as set forth in Part 3.4 of the Parent Disclosure Schedule, neither (i1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii2) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, will will, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of of: (i) any of the provisions of the articles certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Xxxx Corporations, ; or (ii) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired Xxxx Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Acquired Xxxx Corporations, or any of the assets owned or used by any of the Acquired Xxxx Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Xxxx Corporations or that otherwise relates to the business of any of the Acquired Xxxx Corporations or to any of the assets owned or used by any of the Acquired Xxxx Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Parent Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Acquired Corporation Parent Material Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Parent Material Contract, ; or (iviii) cancel, terminate or modify any right, benefit, obligation or other term of such Acquired Corporation Parent Material Contract; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Xxxx Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Xxxx Corporations). Except as may be required by the Exchange Securities Act, the PBCLExchange Act, the DGCL and the rules listing requirements of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b))NASDAQ Capital Market, none of the Acquired Xxxx Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person Governmental Body in connection with with: (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, ; or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, except where the failure to make any such filing or give any such notice or to obtain any such Consent would not, individually or in the aggregate, be material to the Xxxx Corporations.

Non-Contravention; Consents. Neither (i) Except as set forth in Part 3.10 of the executionApollo Disclosure Schedule, neither the execution and delivery of any of the Transactional Agreements, nor the consummation or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii) the consummation of the Merger or any of the other transactions contemplated by this AgreementTransactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles Apollo’s certificate of incorporation, bylaws incorporation or other charter or organizational documents of any of the Acquired Corporationsbylaws, or (ii) any resolution adopted by the shareholders, the Apollo’s board of directors or directors, including any committee of the board of directors of any of the Acquired Corporationsthereof; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement applicable Law or any order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsApollo, or any of the assets owned or used by any of the Acquired CorporationsApollo Lap-Band Assets, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Apollo Lap-Band Assets or is held by Apollo or any employee of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired CorporationsApollo; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Apollo Lap-Band Business Contract, or ; (e) give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Apollo Lap-Band Business Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Apollo Lap-Band Business Contract, or (iviii) cancel, terminate or modify any term of such Acquired Corporation Apollo Lap-Band Business Contract; or (ef) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations)Apollo Lap-Band Assets. Except as may be required by the Exchange Act, the PBCL, the DGCL and the rules set forth in Part 3.10 of the National Association of Securities DealersApollo Disclosure Schedule, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations wasApollo was not, is or not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, execution and delivery of any of the Transactional Agreements or the consummation or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementTransactions.

Non-Contravention; Consents. Neither Assuming compliance with the applicable provisions of the DGCL, the HSR Act, if applicable, any foreign antitrust Legal Requirements and the listing requirements of the NASDAQ Global Market, except as set forth in Part 3.24 of the Parent Disclosure Schedule, neither (i1) the execution, execution and delivery or performance of this Agreement or any of the other agreements referred to in this Agreementby Parent and Merger Sub, nor (ii2) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, will would reasonably be expected to, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of of: (i) any of the provisions of the articles certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Bookham Corporations, ; or (ii) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired Bookham Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Acquired Bookham Corporations, or any of the assets owned or used by any of the Acquired Bookham Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Bookham Corporations or that otherwise relates to the business of any of the Acquired Bookham Corporations or to any of the assets owned or used by any of the Acquired Bookham Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Parent Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Acquired Corporation Parent Material Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Parent Material Contract, ; (iii) accelerate the maturity or performance of any such Acquired Corporation Parent Material Contract, ; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Acquired Corporation Parent Material Contract; or; (e) result in the imposition or creation of any Encumbrance upon or with respect to any tangible asset owned or used by any of the Acquired Bookham Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Bookham Corporations); or (f) result in the disclosure or delivery to any escrowholder or other Person of any Parent IP (including Parent Source Code), or the transfer of any material asset of any of the Bookham Corporations to any Person. Except as may be required by the Exchange Act, the PBCLDGCL, the DGCL HSR Act, any foreign antitrust Legal Requirement and the rules listing requirements of the National Association of Securities Dealers, Inc. ("NASD") NASDAQ Global Market (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Bookham Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with with: (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, ; or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Neither (i) None of the executiontransactions contemplated by, delivery or performance of and consummated pursuant to, this Agreement or any of the other agreements referred to in this Agreementwill, nor (ii) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation by any of the Acquired Companies of: (i) any of the provisions of the articles of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, Organizing Documents; or (ii) any resolution adopted by the shareholders, the board members or boards of directors (or any committee of the board of directors of any similar bodies) of the Acquired CorporationsCompanies; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or by any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, Acquired Companies of any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, Companies is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, of any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations;Companies; or (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a material violation or breach by any of the Acquired Companies of, or result in a material default by any of the Acquired Companies under, give any party the right to supplement, terminate or amend, or accelerate or materially alter any rights or obligations under, or result in the automatic modification, amendment or termination of, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Contract, or (iv) cancel, terminate or modify any term of such Acquired Corporation Contract; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations). Except as may be required by the Exchange Act, the PBCL, the DGCL and the rules set forth in Part 3.12 of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b))Disclosure Schedule, none of the Acquired Corporations was, Companies is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with with: (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, ; or (y) the consummation of the Merger Stock Purchase or any of the other transactions contemplated by this Agreement, except for such filings, notices or Consents, the failure to obtain which would not be adverse in any material respect to the Acquired Companies, taken as a whole.

Non-Contravention; Consents. Neither Assuming compliance with the applicable provisions of the DGCL, the HSR Act, any foreign antitrust Legal Requirements and the listing requirements of the NASDAQ Global Select Market, neither (i1) the execution, execution and delivery or performance of this Agreement or any of the other agreements referred to in this Agreementby Parent and Merger Sub, nor (ii2) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, will would reasonably be expected to, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of of: (i) any of the provisions of the articles certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Oclaro Corporations, ; or (ii) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired Oclaro Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Acquired Oclaro Corporations, or any of the assets owned or used by any of the Acquired Oclaro Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Oclaro Corporations or that otherwise relates to the business of any of the Acquired Oclaro Corporations or to any of the assets owned or used by any of the Acquired Oclaro Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Parent Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Acquired Corporation Parent Material Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Parent Material Contract, ; (iii) accelerate the maturity or performance of any such Acquired Corporation Parent Material Contract, ; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Acquired Corporation Parent Material Contract; or; (e) result in the imposition or creation of any Encumbrance upon or with respect to any tangible asset owned or used by any of the Acquired Oclaro Corporations (except for Parent Permitted Encumbrances or minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Oclaro Corporations taken as a whole); or (f) result in the disclosure or delivery to any escrowholder or other Person of any material Parent IP (including Parent Source Code), or the transfer of any asset of any of the Acquired Corporations)Oclaro Corporations to any Person. Except as may be required by the Exchange Act, the PBCLDGCL, the DGCL HSR Act, any foreign antitrust Legal Requirement and the rules listing requirements of the National Association of Securities Dealers, Inc. ("NASD") NASDAQ Global Select Market (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Oclaro Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with with: (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, ; or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Neither (i) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii) the The consummation of the Merger or any of the other transactions contemplated by this Agreement, will not directly or indirectly (with or without notice or lapse of time) except with respect to the Required Filings (as defined below) and any approvals, authorizations or waivers required to be obtained under the Company’s and OvaScience’s respective certificates of incorporation or any agreement set forth on the Company Disclosure Schedule (including a waiver of preemptive rights): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, Company or OvaScience or (ii) any resolution adopted by the shareholdersstockholders, the board Board of directors Directors or any committee of the board Board of directors of any Directors of the Acquired CorporationsCompany or of OvaScience, respectively; (b) contravene, conflict with or result in a material violation of, or give any Governmental Body or Authority (as defined in the Merger Agreement) or, to the knowledge of the Company, other Person the right to challenge this Agreement and the Merger or any of the other transactions contemplated by this Agreement hereby or to exercise any remedy or obtain any relief under, any Legal Requirement Law (as defined in the Merger Agreement) or any order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompany or its Subsidiaries, or OvaScience, or any of the assets owned or used by any of the Acquired CorporationsMerger Parties or its Subsidiaries, is subject; (c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization governmental authorization that is held by any of the Acquired Corporations Company or its Subsidiaries, or OvaScience, or that otherwise relates to the business of any the Company or its Subsidiaries or of the Acquired Corporations OvaScience or to any of the material assets owned or used by any the Company or its Subsidiaries or of the Acquired CorporationsOvaScience; (d) except as set forth in Part 2.25(d) to the knowledge of the Company Disclosure ScheduleCompany, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Company Contract that is (as defined in the Merger Agreement), or would constitute a Material Contract, of any Orion Contract (as defined in the Merger Agreement) or give any Person the right to to: (i) declare a default or exercise any remedy under any such Acquired Corporation Company Contract or Orion Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Company Contract or Orion Contract, ; (iii) accelerate the maturity or performance of any such Acquired Corporation Company Contract or Orion Contract, ; or (iv) cancel, terminate or modify any term of such Acquired Corporation any Company Contract or Orion Contract; or, except, in the case of any Company Material Contract (as defined in the Merger Agreement) or Orion Material Contract (as defined in the Merger Agreement), any non-material breach, default, penalty or modification and, in the case of all other Company Contracts or Orion Contracts, any breach, default, penalty or modification that would not result in a Company Material Adverse Effect (as defined in the Merger Agreement) or an Orion Material Adverse Effect (as defined in the Merger Agreement), respectively; (e) result in the imposition or creation of any Encumbrance (as defined in the Merger Agreement) upon or with respect to any material asset owned or used by any of the Acquired Corporations Company or its Subsidiaries or OvaScience (except for Permitted Encumbrances (as defined in the Merger Agreement) and minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company or OvaScience); or (f) result in, or increase the likelihood of, the transfer of any material asset of the Acquired Corporations). Except as may be required by the Exchange Act, the PBCL, the DGCL and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate Company or its Subsidiaries or OvaScience to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementPerson.

Non-Contravention; Consents. Neither (i) Except as set forth in Schedule 2.21, neither the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles Company’s Certificate of incorporation, bylaws Formation or other charter or organizational documents of any of the Acquired CorporationsBylaws, or (ii) any resolution adopted by the shareholders, Stockholders or the Company’s board of directors or any committee of the board of directors of any of the Acquired Corporationsdirectors; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompany, or any of the assets owned or used by any of the Acquired CorporationsCompany, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations Company or that otherwise relates to the Company’s business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired CorporationsCompany; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Material Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Material Contract, or (iviii) cancel, terminate or modify any term Material Contract; (e) result in any payment becoming due to any Employee, increase any benefits otherwise payable under any Plan or result in the acceleration of the time of payment or vesting of any such Acquired Corporation Contractbenefits under any Plan; or (ef) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (Company, except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations)Company. Except as may be required by the Exchange Actset forth in Schedule 2.21, the PBCL, the DGCL and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, Company is or will be not required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Neither (ia) Except for any actions that may be required by, and for compliance with, the Exchange Act, the Securities Act, state securities or “blue sky” laws, the DGCL, the HSR Act, any foreign antitrust or competition-related Legal Requirement and the rules and regulations of the Nasdaq Stock Market, the execution, delivery or performance of this Agreement or any of by the other agreements referred to in this AgreementCompany does not, nor (ii) and the consummation of the Merger or any of Contemplated Transactions, including the other transactions contemplated by this AgreementOffer and the Merger, will directly or indirectly not (with or without notice or lapse of time): (ai) contravene, conflict with or result in a violation of of: (iA) any of the provisions of the articles certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, ; or (iiB) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (bii) contravene, contravene or conflict with in any material respect or result in a material violation ofof any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (ciii) contravene, contravene or conflict with in any material respect or result in a material violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations; (div) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, contravene or conflict with in any material respect or result in a material violation or breach of, or result in a material default under, any provision of any Acquired Corporation Material Contract that is or would constitute a Material Contract(including any Company Leases), or give any Person the right to to: (iA) declare a material default or exercise any remedy under any such Acquired Corporation Material Contract, ; (iiB) receive or require a material rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Material Contract, ; (iiiC) accelerate the maturity or performance of any such Acquired Corporation Material Contract, ; or (ivD) cancel, terminate or modify in any material respect any term of such Acquired Corporation Material Contract; or; (ev) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or the Permitted Encumbrances); or (vi) result in the aggregate, materially detract from the value transfer of the assets subject thereto or materially impair the operations any material asset of any of the Acquired Corporations). Corporations to any Person. (b) Except as for any actions that may be required by by, and for compliance with, the Exchange Act, the PBCLSecurities Act, state securities or “blue sky” laws, the DGCL DGCL, the HSR Act, any foreign antitrust or competition-related Legal Requirement and the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b))Nasdaq Stock Market, none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with with: (xA) the execution, delivery or performance of this Agreement or any of by the other agreements referred to in this Agreement, Company; or (yB) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, except where the failure to make any such filing, give any such notice or obtain any such Consent would not reasonably be expected to have or result in a Company Material Adverse Effect.

Non-Contravention; Consents. Neither (i) Neither the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, will directly or indirectly (with or without notice or lapse of time): ): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles certificate of incorporation or bylaws of the Company or (ii) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of any of the other Acquired Corporations, or (ii) any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; Companies; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsCompanies, or any of the assets owned or used by any of the Acquired CorporationsCompanies, is subject; ; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations; Companies; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Acquired Corporation Material Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Material Contract, ; or (iviii) cancel, terminate or modify any right, benefit, obligation or other term of such Acquired Corporation any Material Contract; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations Companies (except for minor liens that will notPermitted Encumbrances); or (f) result in the transfer of any material asset of any of the Acquired Companies to any Person, in except, with respect to clauses “(a)(ii)” through “(f)” above, for any case such contraventions, conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, materially detract from would not reasonably be expected to have a Material Adverse Effect on the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations)Company. Except as may be required by the Securities Act, the Exchange Act, the PBCLDGCL, the DGCL HSR Act, any other Antitrust Law and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement Nasdaq Rules and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b))listing standards, none of the Acquired Corporations was, Companies is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated Contemplated Transactions, except where the failure by this Agreementthe applicable Acquired Company to make any such filing, give any such notice or obtain any such Consent would not reasonably be expected to have a Material Adverse Effect on the Company.

Non-Contravention; Consents. Neither (ia) Neither the execution, delivery or performance by the Company of this Agreement or any of the other agreements referred to in this Agreement, nor (ii) the consummation by the Company of the Merger or Merger, nor any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (ai) contravene, conflict with or result in a violation of (i) any of the provisions of the articles of incorporation, bylaws Company Organization Documents or other charter or organizational documents of any of the Acquired Corporations, or (ii) any resolution adopted by the shareholdersstockholders, the board Board of directors Directors or any committee of the board Board of directors Directors of any of the Acquired Corporations; (bii) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any orderOrder, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the material assets owned or used by any of the Acquired Corporations, is subject; (ciii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations;; or (div) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Company Material Contract, or give any Person the right to (iw) declare a default or exercise any remedy under any such Acquired Corporation Company Material Contract, (iix) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Company Material Contract, (iiiy) accelerate the maturity or performance of any such Acquired Corporation Company Material Contract, or (ivz) cancel, terminate or modify any term of such Acquired Corporation any Company Material Contract; or. (eb) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations). Except as may be required by the Exchange Act, the PBCLNRS, the DGCL HSR Act, and the rules applicable competition laws of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b))any foreign country, none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (xi) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (yii) the consummation of the Merger or any of the other transactions contemplated by this Agreement, or (iii) effecting the covenants of the Company set forth in Exhibit D, except in the case of clauses (i) and (ii), where the failure to obtain any Consent would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Corporations (taken as a whole).

Non-Contravention; Consents. Neither (i) Neither the execution, delivery or performance of this Agreement or any of by the other agreements referred to in this Agreement, Company nor (ii) the consummation of the Merger by the Company or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles certificate of incorporation, incorporation or bylaws or other charter or organizational documents of any of the Acquired Corporations, Corporations or (ii) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the material assets owned or used by any of the Acquired Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations;, except where the contravention of, conflict with or violation of, any such terms or requirements would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Corporations; or (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Material Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Material Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Material Contract, or (iv) cancel, terminate or modify any term of such Acquired Corporation any Material Contract; or (e) result , except in each case where the imposition contravention of, conflict with, or creation violation or breach of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will such provision would not, in any case individually or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of have a Material Adverse Effect on the Acquired Corporations). Except as may be required by the Exchange Act, the PBCLDGCL, the DGCL HSR Act and the rules of the National Association of Securities Dealers, Inc. ("NASD") NASD Bylaws (as they relate to the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), ) none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement, except in each case, where the failure to make any filing, give any notice or obtain any Consent would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Corporations.

Non-Contravention; Consents. Neither Except as set forth in Part 2.21 of the Disclosure Schedule, neither: (i1) the execution, delivery or performance by Company of this Agreement or any of the other agreements referred Transactional Agreements to in this Agreement, which Company is a party; nor (ii2) the consummation of the Merger or any of the other transactions contemplated by this AgreementMerger, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of of: (i) any of the provisions of the articles any Charter Documents of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, Company; or (ii) any resolution adopted by the shareholders, Stockholders or the board of directors or any committee of the board of directors of any of the Acquired CorporationsCompany Board; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the valid right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, Company or any of the assets owned or used by any of the Acquired CorporationsCompany, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations Company or that otherwise relates to the Company’s business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired CorporationsCompany; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Company Contract that is or would constitute a Material Listed Contract, or give any Person the valid right to to: (i) declare a default or exercise any remedy under any such Acquired Corporation Listed Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Listed Contract, ; or (iviii) cancel, terminate or modify any term of such Acquired Corporation material Listed Contract; or (e) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (Company except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations)Permitted Liens. Except as may be required by the Exchange Act, the PBCL, the DGCL and the rules set forth in Part 2.21 of the National Association of Securities DealersDisclosure Schedule, Inc. ("NASD") (as they relate to the S-4 Registration Statement Company is not and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, is or will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with with: (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, Transactional Agreements; or (y) the consummation of the Merger or any transactions. Part 2.21 of the other transactions contemplated by this AgreementDisclosure Schedule lists each Company Contract that is terminated or amended as a result of the Merger.

Non-Contravention; Consents. Neither (i) Except as set forth in Part 2.29 of the executionDisclosure Schedule, neither the execution and delivery of any of the Transactional Agreements, nor the consummation or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii) the consummation of the Merger or any of the other transactions contemplated by this AgreementTransactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles SFG's certificate of incorporation, bylaws incorporation or other charter or organizational documents of any of the Acquired Corporationsbylaws, or (ii) any resolution adopted by the SFG's shareholders, the SFG's board of directors or any committee of the SFG's board of directors of any of the Acquired Corporationsdirectors; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree Order to which any Company or any of the Acquired CorporationsSelling Securityholders, or any of the assets owned or used by any of the Acquired CorporationsCompany, is subject; (c) cause any Company, the Purchaser or any affiliate of the Purchaser to become subject to, or to become liable for the payment of, any Tax; (d) cause any of the assets owned or used by any Company to be reassessed or revalued by any taxing authority or other Governmental Body; (e) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any Company or any of the Acquired Corporations its employees or that otherwise relates to the any Company's business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired CorporationsCompany; (df) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material SFG Contract, or ; (g) give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation SFG Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation SFG Contract, or (iviii) cancel, terminate or modify any term SFG Contract; (h) contravene, conflict with or result in a violation or breach of such Acquired Corporation Contractor a default under any provision of, or give any Person the right to declare a default under, any Contract to which any of the Selling Securityholders is a party or by which any of the Selling Securityholders is bound; or (ei) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any Company. Except as set forth in Part 2.29 of the Acquired Corporations (except for minor liens that will notDisclosure Schedule, in neither any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of Company nor any of the Acquired Corporations). Except as may be required by the Exchange Act, the PBCL, the DGCL and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations Selling Securityholders was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, execution and delivery of any of the Transactional Agreements or the consummation or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementTransactions.

Non-Contravention; Consents. Neither Except as set forth in Part 3.15 of the Castelle Disclosure Schedule, neither (i1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii2) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the Xxxxxxxx's articles of incorporation, bylaws incorporation or other charter or organizational documents of any of the Acquired Corporationsbylaws, or (ii) any resolution adopted by the Castelle's shareholders, the Castelle's board of directors or any committee of the Castelle's board of directors of any of the Acquired Corporationsdirectors; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCastelle, or any of the assets owned or used by any of the Acquired CorporationsCastelle, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations Xxxxxxxx or that otherwise relates to the Castelle's business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired CorporationsCastelle; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a material default under, any provision of any Acquired Corporation Castelle Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Castelle Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Castelle Contract, or (iviii) cancel, terminate or modify any term of such Acquired Corporation Castelle Contract; or (e) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations Castelle (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired CorporationsCastelle). Except as set forth in Part 3.15 of the Castelle Disclosure Schedule or as may be required by the Exchange Act, the PBCLSecurities Act, state securities or blue sky laws, the DGCL CGCL and the rules of the National Association of Securities Dealers, Inc. ("NASD") NASD Bylaws (as they relate to the S-4 Registration Statement and the Joint Prospectus/Proxy Statement/Prospectus, as defined in Section 2.28(b)or the Information Statement), none of the Acquired Corporations was, Castelle is or not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Neither Except as set forth in Part 2.24 of the Disclosure Schedule, neither (ix) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreementthe Agreement by the Company, nor (iiy) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles certificate of incorporation, incorporation or bylaws or other charter or organizational documents of any of the Acquired CorporationsCompany, or (ii) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired CorporationsCompany; (b) assuming compliance with, and the approval of, the matters referred to in the last sentence of this Section 2.24, contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations, except as would not be reasonably expected to have a Company Material Adverse Effect; (d) except as set forth in Part 2.25(d) of the would not be reasonably expected to have a Company Disclosure ScheduleMaterial Adverse Effect, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Acquired Corporation Material Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Material Contract, ; (iii) accelerate the maturity or performance of any such Acquired Corporation Material Contract, ; or (iv) cancel, terminate or modify any term of such Acquired Corporation any Material Contract; or (e) except as would not be reasonably expected to have a Company Material Adverse Effect, result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations). Except as may be required by the Securities Act, the Exchange Act, the PBCLDGCL, the DGCL any foreign antitrust Legal Requirement and the rules of the National Association of Securities Dealers, Inc. ("NASD") Nasdaq Stock Market Rules (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreementthe Agreement by the Company, or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Neither (ia) None of the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will directly or indirectly Contemplated Transactions will: (with or without notice or lapse of time): (ai) contravene, conflict with or result in a violation of (i) any of the provisions of the articles certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, or Companies; (ii) any resolution adopted by the shareholders, the board of directors contravene or any committee of the board of directors of any of the Acquired Corporations; (b) contravene, conflict with in any respect, or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any applicable Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompanies, or any of the assets owned or used by any of the Acquired CorporationsCompanies, is subject; ; (ciii) contravene, contravene or conflict with in any respect or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations Companies or that otherwise relates to the business of any of the Acquired Corporations Companies or to any of the assets owned or used by any of the Acquired Corporations; Companies; (div) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, contravene or conflict with in any respect or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to (iwith or without notice or lapse of time) to: (A) declare a default or exercise any remedy under any such Acquired Corporation Material Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iiiB) accelerate the maturity or performance of any such Acquired Corporation Material Contract, ; or (ivC) cancel, terminate or modify in any material respect any term of such Acquired Corporation Material Contract; or (ev) result in the loss or impairment of, or imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case Companies or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired CorporationsCompanies’ right to own or use any Company Intellectual Property; (vi) result in the release, disclosure or delivery of any Company Intellectual Property by or to any escrow agent or other Person; or (vii) result in the grant, assignment or transfer to any other Person of any license, covenant, release, immunity or other right or interest under, in or to any of the Company Intellectual Property, except with respect to clauses “(ii). ” through “(v),” for any such contraventions, conflicts, violations, breaches, defaults or other occurrences that would not have a Company Material Adverse Effect or a material adverse effect on the ability of the Company to consummate the Contemplated Transactions. (b) Except as may be required by the Exchange Act, the PBCLSecurities Act, state securities or “blue sky” laws, the DGCL DGCL, the HSR Act, any foreign antitrust or competition-related Legal Requirement and the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b))The NASDAQ Stock Market, none of the Acquired Corporations Companies was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement by the Company or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Neither Neither (ix) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this AgreementTolling Agreements, nor (iiy) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, or (ii) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (b) subject to compliance with the HSR Act, contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material material Company Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Acquired Corporation material Company Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation material Company Contract, ; (iii) accelerate the maturity or performance of any such Acquired Corporation material Company Contract, ; or (iv) cancel, terminate or modify any term of such Acquired Corporation material Company Contract; or; (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will notPermitted Encumbrances); or (f) result in, in or increase the likelihood of, the disclosure or delivery to any case escrow holder or in other Person of any Company Source Code, or the aggregate, materially detract from the value transfer of the assets subject thereto or materially impair the operations any material asset of any of the Acquired Corporations)Corporations to any Person. Except as may be required by the Exchange Act, the PBCL, DGCL or the DGCL and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b))HSR Act, none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, Other Agreements or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Neither (i1) the execution, delivery or performance by the Company of this Agreement or any of the other agreements referred to in this Agreement, nor (ii2) the consummation by the Company of the Merger or any of the other transactions contemplated by this AgreementMerger, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, or (ii) any ii)any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subjectsubject (it being understood that no representation or warranty is being made by the Company regarding compliance with any federal or state antitrust or fair trade law or any other similar Legal Requirement); (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Contract, or (iv) cancel, terminate or modify any term of such Acquired Corporation Contract; or, except for any default, remedy, rebate, chargeback, penalty, change in delivery schedule, acceleration, cancellation, termination or modification which has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations; (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens Encumbrances that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations); or (f) result in, or increase the likelihood of, the disclosure or delivery to any escrowholder or other Person (other than Parent or Merger Sub) of the source code, or any portion or aspect of the source code, or any proprietary information or algorithm contained in or relating to any source code, of any material Proprietary Asset owned by or licensed to any of the Acquired Corporations, or the transfer of any material asset of any of the Acquired Corporations to any Person (other than Parent or Merger Sub). Except as may be required by the Exchange Act, the PBCLDGCL, the DGCL HSR Act and the rules Bylaws of the National Association of Securities Dealers, Inc. (the "NASD") (as they relate to the S-4 Registration Statement and the Joint Prospectus/Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementMerger.

Non-Contravention; Consents. Neither Except as set forth in Part 2.21 of the Disclosure Schedule, neither (i1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii2) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the Ibex's articles of incorporation, bylaws incorporation or other charter or organizational documents of any of the Acquired Corporationsbylaws, or (ii) any resolution adopted by the Ibex's shareholders, the Ibex's board of directors or any committee of the Ibex's board of directors of any of the Acquired Corporationsdirectors; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired CorporationsIbex, or any of the assets owned or used by any of the Acquired CorporationsIbex, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations Ibex or that otherwise relates to the Ibex's business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired CorporationsIbex; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a material default under, any provision of any Acquired Corporation Ibex Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Ibex Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Ibex Contract, or (iviii) cancel, terminate or modify any term of such Acquired Corporation Ibex Contract; or (e) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations Ibex (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired CorporationsIbex). Except as may be required by the Exchange Act, the PBCL, the DGCL and the rules set forth in Part 2.21 of the National Association of Securities DealersDisclosure Schedule, Inc. ("NASD") (as they relate to the S-4 Registration Statement Ibex is not and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, is or will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Neither (i) Except as may be required by the Exchange Act, the DGCL, the HSR Act and any other Antitrust Law, neither the execution, delivery or performance of this Agreement or any of by the other agreements referred to in this Agreement, Company nor (ii) the consummation of the Merger or any of the other transactions contemplated Contemplated Transactions by this Agreementthe Company, will directly or indirectly (with or without notice or lapse of time): (a) subject, in the case of the consummation of the Merger, only to the adoption of this Agreement by the Required Company Stockholder Vote, contravene, conflict with or result in a violation of (i) any of the provisions of the articles certificate of incorporation, bylaws or other charter or organizational or governing documents of any of the Acquired Corporations, or (ii) any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of any of the Acquired CorporationsCompanies; (b) subject to any filings, notices or Consents referenced in the following sentence, contravene, conflict with or result in a violation of, of any Law or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsCompanies, or any of the assets owned or used by any of the Acquired CorporationsCompanies, is subject; (c) subject to any filings, notices or Consents referenced in the following sentence, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations Companies or that otherwise relates to the business of any of the Acquired Corporations Companies or to any of the assets owned or used by any of the Acquired CorporationsCompanies; (d) except as subject to any notices or Consents set forth in Part 2.25(d2.5(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Company Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Acquired Corporation Company Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Company Contract, ; (iii) accelerate the maturity or performance of any such Acquired Corporation Company Contract, ; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Acquired Corporation any Company Contract; or (e) except as set forth in Part 2.5(e) of the Disclosure Schedule result in the imposition or creation of any Encumbrance (other than Permitted Encumbrances) upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will notCompanies; except, in the case of clauses (b), (c), (d) and (e) above, for any case such filings, notices or Consents (or lack thereof), contraventions, conflicts, violations, breaches, defaults, rights or Encumbrances that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to prevent, materially detract from the value of the assets subject thereto delay or materially impair impede the operations of Merger or any of the Acquired Corporations)Contemplated Transactions. Except as may be required by the Exchange Act, the PBCLDGCL, the DGCL HSR Act and the rules any other Antitrust Law filing, and except as set forth in Part 2.5-1 of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b))Disclosure Schedule, none of the Acquired Corporations was, Companies is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person Governmental Authority in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, in each case, except as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Companies, taken as a whole and would not reasonably be expected to prevent, materially delay or materially impede the Merger or any of the Contemplated Transactions.

Non-Contravention; Consents. Neither Except as may be required by (i) the Exchange Act, (ii) the DGCL, (iii) the HSR Act and other applicable Antitrust Laws and (iv) any applicable Foreign Investment Law, neither the execution, delivery or performance of this Agreement or any of by the other agreements referred to in this Agreement, Company nor (ii) the consummation of the Merger or any of the other transactions contemplated in this Agreement by this Agreementthe Company, will directly or indirectly (with or without notice or lapse of time): (a) subject, in the case of the consummation of the Merger, only to the adoption of this Agreement by the Company Stockholder Approval, contravene, conflict with or result in a violation of (i) any of the provisions of the articles certificate of incorporation, bylaws or other charter or organizational or governing documents of any of the Acquired Corporations, or (ii) any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of any of the Acquired CorporationsCompany; (b) contravene, conflict with or result in a violation of, of any Law or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsCompanies, or any of the assets owned or used by any of the Acquired CorporationsCompanies, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or subject to any of the assets owned notices or used by any of the Acquired Corporations; (d) except as Consents set forth in Part 2.25(dSection 3.4(c) of the Company Disclosure ScheduleLetter, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Company Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Acquired Corporation Company Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Company Contract, ; (iii) accelerate the maturity or performance of any such Acquired Corporation Company Contract, ; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such any Company Contract; or (d) result in the creation of any Lien (other than Permitted Liens) upon any asset owned by any of the Acquired Corporation ContractCompanies; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by require any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations). Except as may be required by the Exchange Act, the PBCL, the DGCL and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, is or will be required Companies to make any filing with or with, give any notice to, or to obtain any Consent from, any Person Governmental Entity; except, in connection with the case of clauses (xb), (c), (d) and (e) above, for any such filings, notices or Consents (or lack thereof), contraventions, conflicts, violations, breaches, defaults, rights or Liens that, individually or in the executionaggregate, delivery would not reasonably be expected to have a Company Material Adverse Effect and would not reasonably be expected to prevent, materially delay or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of materially impede the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Neither : (i) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, Agreement by the Company; nor (ii) the consummation by the Company and the LLC of the Conversion, the consummation by the Company of the Merger or the consummation of any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of of: (i) any of the provisions of the articles of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, AAHoldings Entities; or (ii) any resolution adopted by the shareholdersmembers, the stockholders, the board of directors or any committee of the board of directors other applicable governing body of any of the Acquired CorporationsAAHoldings Entities; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Conversion, the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired CorporationsAAHoldings Entities, or any of the assets owned or used by any of the Acquired CorporationsAAHoldings Entities, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations AAHoldings Entities or that otherwise relates to the business of any of the Acquired Corporations AAHoldings Entities or to any of the assets owned or used by any of the Acquired CorporationsAAHoldings Entities; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation AAHoldings Entity Contract that is or would constitute a Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Acquired Corporation AAHoldings Entity Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation AAHoldings Entity Contract, ; (iii) accelerate the maturity or performance of any such Acquired Corporation AAHoldings Entity Contract, ; or (iv) cancel, terminate or modify any term of such Acquired Corporation AAHoldings Entity Contract; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations AAHoldings Entities (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired CorporationsAAHoldings Entities). Except as may be required by the Exchange ActGBCC, the PBCL, the DGCL GLLCA and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b))applicable state insurance statutes, none of the Acquired Corporations AAHoldings Entities was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with with: (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, Agreement by the Company and the LLC; or (y) the consummation by the Company and the LLC of the Conversion, the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Neither Except as set forth in Part 2.26 of the Disclosure Letter, neither (ix) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (iiy) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, or (ii) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (b) subject to compliance with the HSR Act, contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Company Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Acquired Corporation Company Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Company Contract, ; (iii) accelerate the maturity or performance of any such Acquired Corporation Company Contract, ; or (iv) cancel, terminate or modify any term of such Acquired Corporation Company Contract; or; (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations); or (f) result in, or increase the likelihood of, the disclosure or delivery to any escrow holder or other Person of any Company Source Code, or the transfer of any material asset of any of the Acquired Corporations to any Person. Except as may be required by the Exchange Act, the PBCL, DGCL or the DGCL and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b))HSR Act, none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Neither Assuming compliance with (iand receipt of all required approvals under) the executionapplicable provisions of the Companies Law, the HSR Act, any non-U.S. Antitrust Law (as defined in Section 5.4) and the rules and regulations of The NASDAQ Stock Market, and assuming receipt of approval of the Investment Center, neither (1) the execution or delivery or performance of this Agreement or any of by the other agreements referred to in this AgreementCompany, nor (ii2) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, will or would reasonably be expected to, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of of: (i) any of the provisions of the articles Articles of incorporation, bylaws Association of the Company or the charter or other charter or organizational documents of any of the other Acquired Corporations, ; or (ii) any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Grant or other Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations as currently conducted or to any of the assets owned or used by any of the Acquired Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Company Contract that is or would constitute constitutes a Material Significant Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Acquired Corporation Company Contract that constitutes a Significant Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Company Contract that constitutes a Significant Contract, ; or (iviii) cancel, terminate or modify any right, benefit, obligation or other term of such Acquired Corporation any Company Contract that constitutes a Significant Contract; or; (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations); or (f) result in, or increase the likelihood of, the disclosure or delivery to any escrowholder or other Person of any Company IP (including Company Source Code), or the transfer of any material asset of any of the Acquired Corporations to any Person; except, in the case of clauses “(a)” through “(f)” of this sentence, as would not and would not reasonably be expected to be material to the Acquired Corporations taken as a whole. Except Except: (i) disclosure and the filing of proxy materials required under the rules and regulations of the SEC or The NASDAQ Stock Market (as they relate to the Proxy Statement); (ii) as may be required by the Exchange HSR Act, any German Antitrust Law or the PBCL, Companies Law; and (iii) the DGCL and the rules approval of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b))Investment Center, none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with with: (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, ; or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Neither (i) Neither the executionexecution and delivery by the Seller, delivery the Company or performance any Affiliate of this Agreement or the Seller of any of the other agreements referred to in this AgreementTransactional Agreements, nor (ii) the consummation or performance by the Seller or any Affiliate of the Merger or Seller of any of the other transactions contemplated by this Agreement, Transactions will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of of: (i) any of the provisions of the articles of incorporation, bylaws or other charter or organizational documents of any Organizing Documents of the Acquired CorporationsSeller, the Company or any Affiliate of the Seller that owns Shares or Transferred Assets; or (ii) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of the Seller, the Company or any Affiliate of the Acquired CorporationsSeller that owns Shares or Transferred Assets; (b) result in a violation of any Legal Requirement or any Order to which the Seller, the Company or any Affiliate of the Seller, or any of the Shares or the Transferred Assets, is subject; (c) result in a material breach of any provision of, or material default under, or give any Person the right to declare a default or accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Material Contract; (d) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (c) contravene, conflict with or result in a violation breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Contract, or (iv) cancel, terminate or modify any term of such Acquired Corporation ContractAuthorization; or (e) result in the creation or imposition of an Encumbrance on the Transferred Assets, Shares or creation of any Encumbrance upon or with respect to any asset owned or used by any Company Assets. Except as set forth on Part 2.16 of the Acquired Corporations (Disclosure Letter, and except for minor liens that will notthe filing with the United States Securities and Exchange Commission of such reports under the Securities Exchange Act of 1934, in any case or in as amended (the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations). Except “Exchange Act”) as may be required by the Exchange Actin connection with this Agreement, the PBCLother Transactional Agreements and the Transactions, neither the Seller, the DGCL and the rules Company nor any Affiliate of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, Seller is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body or other Person in connection with (x) the executionexecution and delivery by the Seller, delivery the Company or performance any Affiliate of this Agreement or the Seller of any of the other agreements referred to in this Agreement, Transactional Agreements or (y) the consummation or performance by the Seller, the Company or any Affiliate of the Merger or Seller of any of the other transactions contemplated by this AgreementTransactions.

Non-Contravention; Consents. Neither Except as set forth in Part 3.22 of the Disclosure Schedule, neither: (i1) the execution, delivery or performance of this Agreement or any of the other agreements agreements, documents or instruments referred to in this Agreement, ; nor (ii2) the consummation of the Merger or any of the other transactions contemplated by this AgreementAgreement or any such other agreement, document or instrument, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of of: (i) any of the provisions of the articles of incorporation, bylaws or other charter or organizational documents any Charter Documents of any of the Acquired Corporations, Company; or (ii) any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of any of the Acquired CorporationsCompany; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, Company or any of the assets owned or used by any of the Acquired CorporationsCompany, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations Company or that otherwise relates to the business of any of the Acquired Corporations Company or to any of the assets owned or used by any of the Acquired CorporationsCompany; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a material violation or breach of, or result in a default under, any provision of any Acquired Corporation Company Contract that is or would constitute a Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Acquired Corporation Company Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Company Contract, ; or (iviii) cancel, terminate or modify any term of such Acquired Corporation Company Contract; or (e) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired CorporationsCompany). Except as may be required by the Exchange Act, the PBCL, the DGCL and the rules set forth in Part 3.22 of the National Association of Securities DealersDisclosure Schedule, Inc. ("NASD") (as they relate to the S-4 Registration Statement no Acquired Company is and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the no Acquired Corporations was, is or Company will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with with: (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, ; or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Neither Subject in the case of the Merger to the adoption of this Agreement by the holders of the Company Common Stock (iif necessary), neither (a) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (iib) the consummation by the Company of the Offer, the Merger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time):): EXECUTION VERSION (ai) contravene, conflict with or result in a violation of (iA) any of the provisions of the articles or certificate of incorporationincorporation or formation, bylaws or other charter or organizational documents of any of the Acquired Corporations, Company or its Subsidiaries or (iiB) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired CorporationsCompany or its Subsidiaries; (bii) assuming the Necessary Consents are obtained, contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Offer, the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement Law or any order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompany or its Subsidiaries, or any of the assets owned or used by any of the Acquired Corporations, is subjectCompany or its Subsidiaries; (ciii) contravene, conflict with or result in a violation of any of the material terms or requirements of, or as would give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is held by any of the Acquired Corporations Companies or that otherwise relates to the business of any of the Acquired Corporations Companies or to any of the assets owned or used by any of the Acquired CorporationsCompanies, in each case except where any of the foregoing would not have a Material Adverse Effect; (div) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Specified Contract that to which any of the Company or its Subsidiaries is a party or would constitute a Material Contractis bound, or give any Person the right to (iA) declare a default (or give rise to any right of termination, amendment, cancellation or acceleration) or exercise any remedy under any such Acquired Corporation Specified Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iiiB) accelerate the maturity or performance of any such Acquired Corporation Contract, Specified Contract or (ivC) cancel, terminate or modify any term of such Acquired Corporation Specified Contract; or, in each case in this clause, other than any such matter or matters that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect; (ev) result in the imposition or creation of any Encumbrance upon or with respect to any asset Asset owned or used by any of the Acquired Corporations Company or its Subsidiaries; or (vi) except for minor liens that will not(A) the filing of notification under the HSR Act or any other applicable antitrust Laws, in any case or in and the aggregate, materially detract from the value termination of the assets subject thereto waiting period under the HSR Act or materially impair any other applicable antitrust Laws; (B) the operations of any filing with the SEC of the Acquired Corporations). Except as may be required by the Exchange ActProxy Statement, if necessary, the PBCLOffer Documents, and the Schedule 14D-9; (C) the filing of the Certificate of Merger under the DGCL and or (D) any consents authorizations, approvals, filings, or exceptions in connection with compliance with the rules of the National Association of Securities Dealers, Inc. NYSE or the NASD (the "NASDNECESSARY CONSENTS") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations Company or its Subsidiaries was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person Governmental Body in connection with (xI) the execution, delivery or performance of this Agreement or any of by the other agreements referred to in this Agreement, Company or (yII) the consummation by the Company of the Offer, the Merger or any of the other transactions contemplated by this Agreement.. EXECUTION VERSION

Non-Contravention; Consents. Neither Assuming compliance with the applicable provisions of the DGCL, the HSR Act, if applicable, any applicable foreign antitrust Legal Requirements and the listing requirements of the NASDAQ Global Market, except as set forth in Part 3.24 of the Parent Disclosure Schedule, neither (i1) the execution, delivery or performance of this Agreement or any of by the other agreements referred to in this AgreementParent and Merger Sub, nor (ii2) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, will or would reasonably be expected to, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of of: (i) any of the provisions of the articles certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Accelrys Corporations, ; or (ii) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired Accelrys Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Acquired Accelrys Corporations, or any of the assets owned or used by any of the Acquired Accelrys Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Accelrys Corporations or that otherwise relates to the business of any of the Acquired Accelrys Corporations or to any of the assets owned or used by any of the Acquired Accelrys Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Parent Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Acquired Corporation Parent Material Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Parent Material Contract, ; (iii) accelerate the maturity or performance of any such Acquired Corporation Parent Material Contract, ; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Acquired Corporation Parent Material Contract; or; (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Accelrys Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Accelrys Corporations); or (f) result in, or increase the likelihood of, the disclosure or delivery to any escrow holder or other Person of any Parent IP (including Parent Source Code), or the transfer of any material asset of any of the Accelrys Corporations to any Person. Except as may be required by the Securities Act, Exchange Act, the PBCLDGCL, the DGCL HSR Act, any applicable foreign antitrust Legal Requirement and the rules listing requirements of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b))NASDAQ Global Market, none of the Acquired Accelrys Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with with: (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, ; or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Neither (ia) Assuming compliance with the applicable provisions of the Companies Act (including the Required Remainco Shareholder Vote), the HSR Act and all applicable foreign Antitrust Laws and FDI Laws, the listing requirements of the NYSE and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, pursuant to the applicable provisions of the DLLCA, and provided that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken, except as set forth in Section 2.5(a) of the Remainco Disclosure Letter, neither (1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, Transaction Documents nor (ii2) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, will will, directly or indirectly (with or without notice or lapse of time):) (ai) require a consent or approval under, contravene, conflict with or result in a violation of (i) any of the provisions of the articles Organizational Documents of incorporation(A) Remainco, bylaws Spinco or Gaming Holdco or (B) any other charter member of the Spinco Group, except, in the case of clause (B), where such consent, approval, contravention, conflict or organizational documents violation, individually or in the aggregate, would not reasonably be expected to (1) be material to the Spinco Business or the Spinco Group, taken as a whole, or (2) prevent or materially delay, materially interfere with or materially impair the consummation by the members of the Remainco Group of any of the Acquired Corporations, or (ii) any resolution adopted by the shareholdersMerger, the board of directors Distribution or any committee of the board of directors of any of the Acquired Corporations; material Contemplated Transactions; (bii) contravene, conflict with or result in a violation of, or give any Governmental Body Authority or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions or to exercise any remedy or to obtain any relief under, any Legal Requirement Law or any order, writ, injunction, judgment or decree Governmental Order to which any member of the Acquired CorporationsRemainco Group, or any of the assets owned or used by any member of the Acquired CorporationsSpinco Group, is subject; , except where such contravention, conflict, violation, challenge or remedy, individually or in the aggregate, would not reasonably be expected to (c1) be material to the Spinco Business or the Spinco Group, taken as a whole, or (2) prevent or materially delay, materially interfere with or materially impair the consummation by the members of the Remainco Group of any of the Merger, the Distribution or any of the material Contemplated Transactions; (iii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give of any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization Permit that is held by any member of the Acquired Corporations Spinco Group or that otherwise relates to the business of any of the Acquired Corporations Spinco Business or to any of the assets owned or used by any member of the Acquired Corporations; Spinco Group or the Spinco Business, except where such contravention, conflict or violation, individually or in the aggregate, would not reasonably be expected to (dA) except be material to the Spinco Business or the Spinco Group, taken as set forth in Part 2.25(da whole, or (B) prevent or materially delay, materially interfere with or materially impair the consummation by the members of the Company Disclosure ScheduleRemainco Group of any of the Merger, the Distribution or any of the material Contemplated Transactions; or (iv) require a consent or approval under, contravene, conflict with or result in a violation or breach of, or result in a termination (or right of termination) or default under, any provision of any Acquired Corporation Contract that is or would constitute a Spinco Material Contract, or give any Person the right to (iA) declare a default or exercise any remedy under any such Acquired Corporation Spinco Material Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iiiB) accelerate the maturity or performance of any such Acquired Corporation Contract, or Spinco Material Contract (ivother than any Remainco Benefit Arrangement); (C) cancel, terminate or modify any right, benefit, obligation or other term of such Acquired Corporation Spinco Material Contract; or or (eD) result in the imposition or creation of any Encumbrance (other than a Permitted Encumbrance) upon or with respect to any asset owned or used by any member of the Acquired Corporations (except for minor liens that will notSpinco Group or the Spinco Business, in any case each case, except where such consent, approval, contravention, conflict, violation, default, acceleration, cancellation, termination, modification or Encumbrance, individually or in the aggregate, would not reasonably be expected to (1) be material to the Spinco Business or the Spinco Group, taken as a whole, or (2) prevent or materially detract from the value delay, materially interfere with or (b) Except (i) as set forth in Section 2.5(b) of the assets subject thereto Remainco Disclosure Letter, or materially impair the operations of any of the Acquired Corporations). Except (ii) as may be required by the Securities Act, the Exchange Act, the PBCLstate securities Laws or “blue sky” Laws, the DGCL Companies Act (including the Required Remainco Shareholder Vote), the DLLCA, the receipt of Governmental Approvals under the HSR Act, Gaming Laws, all applicable foreign Antitrust Laws and FDI Laws, Financial Services Laws or the rules listing requirements of the National Association of Securities DealersNYSE, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none no member of the Acquired Corporations was, Remainco Group is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person Governmental Authority in connection with (xA) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, Transaction Documents or (yB) the consummation of any of the Merger Contemplated Transactions, except where the failure to make any such filing or give any such notice or to obtain any such Consent would not, individually or in the aggregate, reasonably be expected to (1) be material to the Spinco Business or the Spinco Group, taken as a whole, or (2) prevent or materially delay, materially interfere with or materially impair the consummation by the members of the Remainco Group of any of the Merger, the Distribution or any of the other transactions contemplated by this Agreementmaterial Contemplated Transactions.

Non-Contravention; Consents. Neither (ia) the The execution, delivery or and performance of this Agreement, and each Other Transaction Agreement to which each Seller is or any shall be a party, by such Seller and the consummation by such Seller of the other agreements referred to in this Agreement, nor (ii) the consummation of the Merger or any of Acquisition and the other transactions contemplated by this Agreement, will directly Agreement and each Other Transaction Agreement to which such Seller is or indirectly shall be a party does not and shall not (with or without notice or lapse of time): (ai) contravene, conflict with or result in a any violation or breach of (i) any of the provisions of the articles Organizational Documents of incorporationsuch Seller, bylaws or other charter or organizational documents of any of the Acquired Corporations, or (ii) any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (b) contravene, conflict with or result in any violation or breach of any Law or (iii) require any consent, approval or authorization of (each, a “Consent”), or any notice to or filing with (each, a “Filing”), any Third Party with respect to, result in any breach or violation of or constitute a default (or an event which with or without notice or lapse of time or both would become a default) or result in the loss of a benefit or result in the imposition of an obligation under, or give rise to any right of termination, cancellation, amendment or acceleration of, or give of any Governmental Body right or other Person obligation of such Seller, or result in the right creation of a Lien on any of the Purchased Assets, under, any (1) Contract to challenge the Merger which such Seller is a party or by which such Seller or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement Purchased Assets or any order, writ, injunction, judgment properties or decree assets of the Business are bound or (2) Permit held by such Seller or pursuant to which any of the Acquired Corporations, such Seller or any of the Purchased Assets or properties or assets owned or used by any of the Acquired Corporations, Business is subject;. (cb) contravene, conflict with or result in a violation None of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Contract, or (iv) cancel, terminate or modify any term of such Acquired Corporation Contract; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations). Except as may be required by the Exchange Act, the PBCL, the DGCL and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, is or will be Sellers are required to make any filing Filing with or give any notice to, or to obtain any Consent from, any Person Governmental Entity in connection with (x) the execution, execution and delivery or performance of this Agreement or any Other Transaction Agreement to which any Seller is or shall be a party or the performance and consummation by Sellers of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreementhereby and thereby.

Non-Contravention; Consents. Neither (i) Neither the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii) the consummation of the Merger Merger, or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles of incorporation, bylaws Company Organization Documents or other charter or organizational documents of any of the Acquired Corporations, or (ii) any resolution adopted by the shareholdersstockholders, the board Board of directors Directors or any committee of the board Board of directors Directors of any of the Acquired Corporations; (b) subject to such filings as may be required pursuant to the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR”) and any Governmental Body action related thereto, contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any orderOrder, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the material assets owned or used by any of the Acquired Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is held by any of the Acquired Corporations or that is otherwise relates material to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations;; or (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Company Material Contract that (except for any such violation or breach which by its terms can be cured and is so cured within the applicable cure period or would constitute where the non-breaching party has no right to accelerate or terminate as a Material Contractresult of such violation or breach), or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Company Material Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Company Material Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Company Material Contract, or (iv) cancel, terminate or modify any term of any Company Material Contract, except where any such Acquired Corporation Contract; or (e) violation, breach, default or right arises solely as a result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in execution and delivery of this Agreement by Parent and the aggregate, materially detract from the value consummation of the assets subject thereto or materially impair the operations of any of the Acquired Corporations). Merger by Parent; Except as may be required by the Exchange Act, the PBCL, the DGCL and the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") Nasdaq Stock Market (as they such rules and regulations relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, ) and such filings as defined in Section 2.28(b))may be required pursuant to the HSR, none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement, except in the case of subsections (x) and (y), where the failure to make such filing, give such notice or obtain any such consent would not have a Material Adverse Effect on the Acquired Corporations.

Non-Contravention; Consents. Neither (ia) Neither the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii) the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, or (ii) any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms provisions of the Company Charter Documents; (ii) contravene, conflict with or requirements result in a material violation of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate challenge the Offer or modifythe Merger or to exercise any remedy or obtain any relief under, any Governmental Authorization that is held by Law or any of order, writ, injunction, judgment or decree to which the Acquired Corporations Company or that otherwise relates to the business of any of the Acquired Corporations Company Subsidiary, or to any material portion of the assets owned or used by the Company or any of Company Subsidiary, is subject (except, in each case, pursuant to the Acquired Corporations;HSR Act or any applicable foreign Law relating to antitrust or competition matters); or (diii) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a material default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to to: (iA) declare a default or exercise any remedy under any such Acquired Corporation Material Contract, ; (iiB) a rebate, chargeback, chargeback or penalty or change in delivery schedule under any such Acquired Corporation Material Contract, ; (iiiC) accelerate the maturity or performance of any such Acquired Corporation Material Contract, ; or (ivD) cancel, terminate or modify any material term of such Acquired Corporation any Material Contract; or (e) result , except in the imposition case of clauses (ii) and (iii) where the contravention of, conflict with, or creation violation or breach of any Encumbrance upon such provision, or with respect the giving to any asset owned or used by any Person of the Acquired Corporations (except for minor liens that will such rights, would not, in any case individually or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations). have a Company Material Adverse Effect. (b) Except as may be required by the Exchange Act, the PBCL, the DGCL and the rules of the National Association of Securities DealersHSR Act, Inc. ("NASD") (as they relate to the S-4 Registration Statement and Company’s Knowledge, the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, Company is or will be not required to make any filing with or with, give any notice to, to or to obtain any Consent from, from any Person in connection with (xi) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, ; or (yii) the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, except in each case where the failure to make any filing, give any notice or obtain any Consent would not, individually or in the aggregate, have a Company Material Adverse Effect.

Non-Contravention; Consents. Neither Assuming compliance with the applicable provisions of the DGCL, the HSR Act, and the listing requirements of the NASDAQ Global Market, except as set forth in Part 2.24 of the Company Disclosure Schedule, neither (i1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii2) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, will will, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of of: (i) any of the provisions of the articles certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Alamo Corporations, ; or (ii) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired Alamo Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Acquired Alamo Corporations, or any of the assets owned or used by any of the Acquired Alamo Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Alamo Corporations or that otherwise relates to the business of any of the Acquired Alamo Corporations or to any of the assets owned or used by any of the Acquired Alamo Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Company Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Acquired Corporation Company Material Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Company Material Contract, ; or (iviii) cancel, terminate or modify any right, benefit, obligation or other term of such Acquired Corporation Company Material Contract; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Alamo Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Alamo Corporations). Except as may be required by the Securities Act, the Exchange Act, the PBCLDGCL, the DGCL HSR Act, and the rules listing requirements of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b))NASDAQ Global Market, none of the Acquired Alamo Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person Governmental Body in connection with with: (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, ; or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, except where the failure to make any such filing or give any such notice or to obtain any such Consent would not, individually or in the aggregate, be material to the Alamo Corporations.

Non-Contravention; Consents. Neither Assuming compliance with the applicable provisions of the DGCL, the HSR Act, any foreign antitrust Legal Requirements and the rules and regulations of the NASDAQ Global Market, neither (i1) the execution, delivery or performance of this Agreement Agreement, nor (2) the consummation of the Mergers or any of the other agreements referred to in this AgreementContemplated Transactions, nor (ii) the consummation of the Merger or any of the other transactions contemplated by this Agreementwould reasonably be expected to, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of of: (i) any of the provisions of the articles certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, ; or (ii) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Company Contract that is or would constitute constitutes a Company Material Contract, or give any Person the right to to: (i) declare a material default or exercise any remedy under any such Acquired Corporation Company Contract that constitutes a Company Material Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Company Contract that constitutes a Company Material Contract, ; or (iviii) cancel, terminate or modify any material right, benefit, obligation or other material term of such Acquired Corporation Company Contract that constitutes a Company Material Contract; or; (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will notPermitted Encumbrances); or (f) result in, in or increase the likelihood of, the disclosure or delivery to any case escrow holder or in other Person of any material Company IP (including Company Source Code), or the aggregate, materially detract from the value transfer of the assets subject thereto or materially impair the operations any material asset of any of the Acquired Corporations)Corporations to any Person. Except as may be required by the Exchange Act, the PBCLDGCL, the DGCL HSR Act, any foreign Antitrust Law (as defined in Section 5.7(a) and the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") NASDAQ Global Market (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person Governmental Body in connection with with: (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, ; or (y) the consummation of the Merger Mergers or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Neither(a) Except as set forth in Schedule 5.5, neither the execution, delivery and performance by Merger Partner or Sub of this Agreement, nor the consummation by Merger Partner or Sub of the transactions contemplated hereby, nor compliance by Merger Partner or Sub with any of the provisions hereof, will: (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, result in the executiontermination of, delivery accelerate the performance required by, or performance result in a right of this Agreement termination or acceleration, or the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Merger Partner or Sub, under any of the terms, conditions or provisions of, (x) its respective organizational documents, or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Merger Partner or any of the other agreements referred to in this AgreementMerger Partner Subsidiaries is a party, nor (ii) the consummation of the or by which Merger Partner or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles of incorporation, bylaws or other charter or organizational documents of any of the Acquired CorporationsMerger Partner Subsidiaries may be bound, or (ii) any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the which Merger Partner or any of the other transactions contemplated by Merger Partner Subsidiaries or the properties or assets of any of them may be subject, and that would, in any such event, specified in this Agreement clause (y) have, individually or in the aggregate, a Material Adverse Effect on Merger Partner; or (ii) subject to exercise compliance with the statutes and regulations referred to in Section 5.5, violate any remedy or obtain any relief undervalid and enforceable judgment, any Legal Requirement or any ruling, order, writ, injunction, judgment decree, or decree any statute, rule or regulation applicable to which any of the Acquired Corporations, Merger Partner or any of the assets owned Merger Partner Subsidiaries or used by any of the Acquired Corporationstheir respective properties or assets where such violation would, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Contract, or (iv) cancel, terminate or modify any term of such Acquired Corporation Contract; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case individually or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations). have a Material Adverse Effect on Merger Partner. (b) Except as may be required by the Exchange Actset forth in Schedule 5.5 and other than notices, filings, authorizations, exemptions, consents or approvals, the PBCLfailure of which to give or obtain would not, individually or in the DGCL and the rules of the National Association of Securities Dealersaggregate, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectushave a Material Adverse Effect on Merger Partner, as defined in Section 2.28(b)), none of the Acquired Corporations was, is or will be required to make any filing with or give any no notice to, filing with, authorization of, exemption by, or to obtain any Consent fromconsent or approval of, any Person in connection with (x) governmental authority or other regulatory body is necessary for the execution, delivery consummation by Merger Partner or performance of this Agreement or any Sub of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Neither None of: (ia) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor or, to the Company’s Knowledge, the Shareholder Agreements; (iib) the purchase of shares tendered pursuant to the Offer; or (c) the consummation of the Merger or any of the other transactions contemplated by this Agreement, Contemplated Transactions will directly or indirectly (with or without notice or lapse of time): (ai) contravene, conflict with or result in a violation of of: (iA) any of the provisions of the articles of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, ; or (iiB) any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (bii) contravene, contravene or conflict with in any material respect or result in a material violation of, or (subject to the notice, approval and consent requirements identified in the last sentence of this Section 3.26) give any Governmental Body or other Person the right to challenge the Offer, the Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (ciii) contravene, contravene or conflict with in any material respect or result in a material violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations; (div) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, contravene or conflict with in any material respect or result in a material violation or breach of, or result in a material default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to to: (iA) declare a material default or exercise any remedy under any such Acquired Corporation Material Contract, ; (iiB) receive or require a material rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Material Contract, ; (iiiC) accelerate the maturity or performance of any such Acquired Corporation Material Contract, ; or (ivD) cancel, terminate or modify in any material respect any term of such Acquired Corporation Material Contract; or; (ev) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations); or (vi) result in the transfer of any material asset of any of the Acquired Corporations to any Person. Except as may be required by the Exchange Act, the PBCLSecurities Act, state securities or “blue sky” laws, the DGCL and MBCA, the HSR Act, any foreign Legal Requirement, the rules and regulations of the National Association of Securities DealersNasdaq Stock Market, Inc. ("NASD") (as they relate or any Purchase Order that has been Made Available to the S-4 Registration Statement Parent in a complete and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b))accurate form, none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with with: (xA) the execution, delivery or performance of this Agreement or any by the Company; (B) to the Company’s Knowledge, the Shareholder Agreements; (C) the purchase of shares tendered pursuant to the other agreements referred to in this Agreement, Offer; or (yD) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Neither (ia) Except as set forth in Section 2.4 of the Company Schedule of Exceptions, the execution, delivery or and performance by the Company of this Agreement or any and the Ancillary Agreements and the performance by the Company of the other agreements referred to in this Agreement, nor (ii) the consummation of the Merger or any of the other transactions contemplated by this Agreement, Agreement and the Ancillary Agreements do not and will directly or indirectly not: (with or without notice or lapse of time): (ai) contravene, conflict with violate or result in a violation of, conflict with or constitute or result in a default (whether after the giving of (inotice, lapse of time or both) under, accelerate any of the provisions of the articles of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporationsobligation under, or give rise to a right of termination of, any Company Material Contract, permit, license or authorization to which the Company is a party or by which its assets are bound, (ii) any resolution adopted by the shareholders, the board of directors violate or any committee of the board of directors of any of the Acquired Corporations; (b) contraveneresult in a violation of, conflict with or constitute or result in a default (whether after the giving of notice, lapse of time or both) under, or accelerate any obligation under, any provision of the Company’s or its Subsidiaries’ organizational documents; or (iii) subject to obtaining the Company Shareholder Approval and compliance with the requirements set forth in Section 2.4(b), violate or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated constitute a default by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule(whether after the giving of notice, contravene, conflict with lapse of time or result in a violation or breach of, or result in a default both) under, any provision of any Acquired Corporation Contract that is Law or would constitute a Material Contractany order of, or give any Person restriction imposed by, any Governmental Authority applicable to the right to Company or any of its Subsidiaries, provided however, that in the cases of clause (i) declare a default or exercise any remedy under any such Acquired Corporation Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, and (iii) accelerate the maturity or performance of this Section 2.4(a), except for any such Acquired Corporation Contractconflicts, violations, defaults, terminations, cancellations, accelerations or (iv) cancellosses that, terminate or modify any term of such Acquired Corporation Contract; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case individually or in the aggregate, materially detract are not material. (b) Except as set forth in Section 2.4 of the Disclosure Schedule, no consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with any Governmental Authority is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Contemplated Transactions, except for: (i) obtaining the Company Shareholder Approval; (ii) the filings and notifications required by the ICL; (iii) receipt of a Certificate of Merger from the value of Companies Registrar in accordance with the assets subject thereto or materially impair the operations of any of the Acquired Corporations). Except ICL; (iv) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required by the Exchange Act, the PBCL, the DGCL under applicable state securities laws and the rules laws of the National Association of Securities Dealersany foreign country and (v) such other consents, Inc. ("NASD") (as they relate licenses, permits, orders, authorizations, filings, approvals and registrations which, if not obtained or made, have not had, and would not reasonably be expected to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined result in Section 2.28(b)), none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreementa Company Material Adverse Effect.

Non-Contravention; Consents. Neither Except as set forth in Part 2.22 of the Disclosure Schedule, neither (i1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii2) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) ): contravene, conflict with or result in a violation of of: (i) any of the provisions of the articles of incorporation, bylaws or other charter or organizational documents any Incorporation Documents of any of the Acquired Corporations, ; or (ii) any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (b) ; contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (c) ; contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the any such Acquired Corporation's business of any of the Acquired Corporations or to any of the assets owned or used by any of the such Acquired Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, Corporation; contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Acquired Corporation Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Contract, ; or (iviii) cancel, terminate or modify any term of such Acquired Corporation Contract; or (e) or result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations). Except as may be required by the Exchange Act, the PBCL, the DGCL and the rules set forth in Part 2.22 of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b))Disclosure Schedule, none of the Acquired Corporations was, is or and none of the Acquired Corporations will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with with: (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, ; or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Neither Subject to the adoption of this Agreement by the holders of Seller Common Stock, neither (i) the execution, delivery or performance by Seller of this Agreement or any of the other agreements referred to in this Agreement, nor (ii) the consummation by Seller of the Merger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles certificate of incorporation, incorporation or bylaws or other charter or organizational documents of any of the Acquired CorporationsSeller, or (ii) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired CorporationsSeller, which resolution has not been superseded; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or Regulatory Authority or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement Law or any order, writ, injunction, judgment or decree Judgment to which any of the Acquired CorporationsSeller, or any of the assets owned or used by any of the Acquired CorporationsPurchased Assets, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body or Regulatory Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is held by any of the Acquired Corporations or Seller that otherwise relates to the business of any of the Acquired Corporations Business or to any of the assets owned or used by any of the Acquired CorporationsPurchased Assets; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default Default under or require Consent under, any provision of any Acquired Corporation Specified Contract that to which Seller is a party or would constitute a Material Contractis bound, or give any Person the right to (i) declare a default Default (or give rise to any right of termination, amendment, cancellation or acceleration) or exercise any remedy under any such Acquired Corporation Specified Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Specified Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Specified Contract, or (iv) cancel, terminate or modify any term of such Acquired Corporation Specified Contract; or (e) result in the imposition or creation of any Encumbrance Lien upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations)Purchased Asset. Except as may be required by the Exchange Act, the PBCL, the DGCL Act and the rules of the National Association of Securities DealersDGCL, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/ProspectusSeller was not, as defined in Section 2.28(b))or is not, none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person Governmental or Regulatory Authority in connection with (xi) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreementby Seller, or (yii) the consummation by Seller of the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Neither (i) Neither the execution, delivery or performance of this Agreement or any of by the other agreements referred to in this Agreement, Company nor (ii) the consummation of the Delaware Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, will directly or indirectly (with or without notice or lapse of time): ): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, or (ii) any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; Inphi Entities; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Delaware Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsInphi Entities, or any of the assets owned or used by any of the Acquired CorporationsInphi Entities, is subject; ; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations Inphi Entities or that otherwise relates to the business of any of the Acquired Corporations Inphi Entities or to any of the assets owned or used by any of the Acquired Corporations; Inphi Entities; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a material violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Acquired Corporation Material Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Material Contract, ; (iii) accelerate the maturity or performance of any such Acquired Corporation Material Contract, ; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Acquired Corporation any Material Contract; or or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations Inphi Entities (except for minor liens that will do not, in any case individually or in the aggregate, materially detract from adversely affect the value or use of such asset for its current and anticipated purposes in any material respect); except with respect to clauses “(b)” through “(e)” above, for any such contraventions, conflicts, violations, breaches, defaults or other occurrences that, individually or in the assets subject thereto or materially impair aggregate, would not reasonably be expected to be material to the operations of any of the Acquired Corporations)Inphi Entities, taken as a whole. Except as may be required by the Securities Act, the Exchange Act, state securities or “blue sky” laws, the DGCL, the HSR Act, any foreign antitrust Legal Requirement, any Legal Requirement administered by any Requesting Authority, the Bermuda Companies Act or the Nasdaq Rules and listing standards, none of the Inphi Entities is, or will be, required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution, delivery or performance by the Company of this Agreement or the consummation of the Mergers or any of the other Contemplated Transactions by the Company, except as would not reasonably be expected to be, individually or in the aggregate, material to the Inphi Entities, taken as a whole. Except as may be required by the Securities Act, the Exchange Act, the PBCLDGCL, the DGCL HSR Act, any foreign antitrust Legal Requirement and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement Nasdaq Rules and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b))listing standards, none of the Acquired Corporations Inphi Entities was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger Mergers or any of the other transactions contemplated by this AgreementContemplated Transactions, except as would not reasonably be expected to be, individually or in the aggregate, material to the Inphi Entities, taken as a whole.

Non-Contravention; Consents. Neither (ia) Assuming compliance with (and receipt of all required approvals under) the executionapplicable provisions of the HSR Act, any non-U.S. antitrust or competition law and the rules and regulations of NASDAQ, neither (1) the execution or delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii2) the consummation of the Merger or any of the other transactions contemplated by this AgreementMerger, will directly or indirectly would reasonably be expected to (with or without notice or lapse of timetime or both): (ai) contravene, conflict with or result in a violation of: (A) any of the provisions of the Certificate of Incorporation or Bylaws of the Company; or (B) any resolution adopted by the stockholders, the board of directors (or similar body) or any committee of the board of directors (or similar body) of the Company; (ii) contravene, conflict with or result in a violation of (i) any of the provisions of the articles of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, or (ii) any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any applicable Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (ciii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations as currently conducted or to any of the assets owned or used by any of the Acquired Corporations; (div) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a termination (or right of termination) or default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Significant Contract, or give any Person the right to to: (iA) declare a default or exercise any remedy under any such Acquired Corporation Significant Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iiiB) accelerate the maturity or performance of any such Acquired Corporation Significant Contract, ; or (ivC) cancel, terminate or modify any right, benefit, obligation or other term of such Acquired Corporation any Significant Contract; or (ev) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations). ; except, in the case of clauses “(i)” through “(v)” of this sentence, as would not have and would not reasonably be expected to have or result in a Company Material Adverse Effect (it being understood that the representations and warranties contained in this Section 2.23 do not apply to Intellectual Property Rights, which matters are addressed in the representations and warranties set forth in Section 2.9). (b) Except as may be required by the Exchange Act, the PBCL, the DGCL for: (1) disclosure and the filing of proxy materials required under the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") SEC or NASDAQ (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none (2) the filing of a certificate of merger with respect to the Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities in other jurisdictions in which the Company does business, (3) as may be required under the HSR Act or any applicable foreign antitrust or competition laws, and (4) any actions or filings in the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Acquired Corporations was, is or Corporation will be required to make any registration, declaration or filing with or give any notice to, or to obtain any Consent from, any Person in connection with with: (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, ; or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementMerger.

Non-Contravention; Consents. Neither Except as set forth in Part 2.22 of the Disclosure Schedule, neither (i) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the ETI's articles of incorporation, bylaws incorporation or other charter or organizational documents of any of the Acquired Corporationsbylaws, or (ii) any resolution adopted by the ETI's shareholders, the ETI's board of directors or any committee of the ETI's board of directors of any of the Acquired Corporationsdirectors; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired CorporationsETI, or any of the assets owned or used by any of the Acquired CorporationsETI, is are subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations ETI or that otherwise relates to the ETI's business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired CorporationsETI; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Company Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Company Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Company Contract, or (iviii) cancel, terminate or modify any term of such Acquired Corporation Company Contract; or (e) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations ETI (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired CorporationsETI). Except as may be required by the Exchange Act, the PBCL, the DGCL and the rules set forth in Part 2.22 of the National Association of Securities DealersDisclosure Schedule, Inc. ("NASD") (as they relate to the S-4 Registration Statement ETI is not and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, is or will not be required to make any filing with or give given any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.agreements

Non-Contravention; Consents. Neither Assuming compliance with the applicable provisions of the DGCL, the rules and regulations of the SEC and the listing requirements of the Nasdaq Global Market, except (i) as set forth in Part 3.12 of the Parent Disclosure Schedule, or (ii) in the case of clauses (b) through (e) as would not be material to the AcelRx Companies as a whole, neither (1) the execution, delivery or performance by the Parent and Merger Sub of this Agreement or any of and the other agreements referred to in this CVR Agreement, nor (ii2) the consummation by Parent and Merger Sub of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, will would reasonably be expected to, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, or (ii) any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of any of the Acquired CorporationsAcelRx Companies; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsAcelRx Companies, or any of the assets owned or used by any of the Acquired CorporationsAcelRx Companies, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired CorporationsAcelRx Companies; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract to which and AcelRx Company is a party and that is or would constitute material to the AcelRx Companies, taken as a Material Contractwhole, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Acquired Corporation Parent Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Parent Contract, ; or (iviii) cancel, terminate or modify any right, benefit, obligation or other term of such Acquired Corporation Parent Contract; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations AcelRx Companies (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired CorporationsParent Permitted Encumbrances). Except as may be required by the Exchange Act, the PBCLDGCL, the DGCL and the rules listing requirements of the National Association of Securities Dealers, Inc. ("NASD") Nasdaq Global Market (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b))Prospectus and the Form S-4 Registration Statement) and the Oxford Loan Agreement, none of the Acquired Corporations AcelRx Companies was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with with: (x) the execution, delivery or performance by the Parent and Merger Sub of this Agreement or any of the other agreements referred to in this Agreement, ; or (y) the consummation by the Parent and Merger Sub of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, except where the failure to make any such filing or give any such notice or to obtain any such Consent would not be material to the AcelRx Companies, taken as a whole.

Non-Contravention; Consents. Neither (a) Subject to compliance with any applicable Antitrust Law and obtaining, complying with and making the filings under the Check-Cap Required Approvals, neither (i) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreementby Check-Cap, nor (ii) the consummation of the Merger or any of the other transactions contemplated by this AgreementTransactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, or (ii) any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of Check-Cap or its Subsidiary; (ii) contravene, conflict with or result in a material violation of, or give any Governmental Authority or other Person the right to challenge the Transactions or to exercise any remedy or obtain any relief under, any Law or any Order to which Check-Cap or its Subsidiary or any of the assets owned or used by Check-Cap or its Subsidiary, is subject; (iii) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations Check-Cap or its Subsidiary or that otherwise relates to the business of any of the Acquired Corporations Check-Cap, or to any of the assets owned owned, leased or used by any of the Acquired CorporationsCheck-Cap; (div) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a material violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Check-Cap Material Contract, or give any Person the right to to: (iA) declare a default or exercise any remedy under any such Acquired Corporation Check-Cap Material Contract, (iiB) a any material payment, rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Check-Cap Material Contract, (iiiC) accelerate the maturity or performance of any such Acquired Corporation Contract, Check-Cap Material Contract or (ivD) cancel, terminate or modify any term of such Acquired Corporation any Check-Cap Material Contract, except in the case of any non-material breach, default, penalty or modification; or (ev) result in the imposition or creation of any material Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations Check-Cap or its Subsidiary (except for minor liens that will notPermitted Encumbrances). (b) Except for (i) any Consent set forth on Section 5.5 of the Check-Cap Disclosure Schedule under any Check-Cap Contract, in (ii) the Check-Cap Shareholder Transaction Approval, (iii) the Check-Cap Shareholder Nasdaq Reverse Split Approval, (iv) the filing of the Israeli Merger Proposal and merger notice with the Israeli Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Israeli Merger and the issuance of the Certificate of Israeli Merger by the Israeli Registrar, (v) the submission to the IIA of the IIA Notice, (vi) any case filings as may be required under the rules and regulations of Nasdaq, (vii) the filing of the Proxy Statement as a Form 6-K with the SEC, (viii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, (ix) any required filings under any applicable Antitrust Law, to the extent applicable (collectively, the “Check-Cap Required Approvals”) and (x) where the failure to obtain such Consents, or to make such filings with or give notifications to, any Person, would not reasonably be expected to have, individually or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations). Except as may be required by the Exchange Acta Check-Cap Material Adverse Effect, the PBCLneither Check-Cap nor its Subsidiary were, the DGCL and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, is are or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (xA) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (yB) the consummation of the Merger or any of the other transactions contemplated by this AgreementTransactions to which it is a party.

Non-Contravention; Consents. Neither Subject to compliance with the applicable requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (ithe “HSR Act”), neither (a) the execution, delivery or performance by the Seller of this Agreement or any of the other agreements referred Transaction Documents to in which the Seller is or will become a party pursuant to the terms of this Agreement, Agreement nor (iib) the consummation of the Merger Asset Purchase Transaction or any of the other transactions contemplated Contemplated Transactions by this Agreement, the Seller will directly or indirectly (with or without notice or lapse of time): (ai) contravene, conflict with or result in a violation of (iA) any of the provisions of the articles of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, Seller Organizational Documents or (iiB) any resolution adopted by the shareholdersmembers, the board of directors or any committee of the board of directors of any of the Acquired CorporationsSeller; (bii) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired CorporationsAeroquin Business, the Seller or any of the assets owned or used by any of the Acquired Corporations, Transferred Assets is subject; (ciii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired CorporationsTransferred Governmental Authorizations; (div) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach ofof (other than an immaterial violation or breach), or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Transferred Contract, or give any Person the right to to: (iA) declare a default or exercise any material remedy under any such Acquired Corporation Transferred Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iiiB) accelerate the maturity or performance of any such Acquired Corporation Contract, Transferred Contract in any material respect; or (ivC) cancel, terminate or modify any term of such Acquired Corporation Transferred Contract; or (ev) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations Transferred Asset (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired CorporationsPermitted Encumbrances). Except for any notifications required under the HSR Act in connection with the Asset Purchase Transaction, and as may be required by set forth in Part 3.14 of the Exchange ActDisclosure Schedule, the PBCL, the DGCL Seller is not and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, is or Seller will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with with: (x) the execution, delivery or performance of this Agreement or any of the other agreements referred Transaction Documents to in this Agreement, which the Seller is a party; or (y) the consummation of the Merger Asset Purchase Transaction or any of the other transactions contemplated by Contemplated Transactions in which the Seller is involved. All Consents required to be obtained from, and all notices required to be given to, any Person in connection with any prior merger, consolidation, business combination, reorganization or similar transaction involving any Seller Predecessor at the time it held any direct or indirect interest in any of the Transferred Assets or in connection with any sale, license or disposition of any Transferred Asset were timely and duly obtained from and given to such Person. For purposes of this Agreement, a Consent will be deemed “required” to be obtained, a notice will be deemed “required” to be given and a filing or declaration will be deemed “required” to be made if the failure to obtain such Consent or Permit, give such notice or make such filing or declaration (1) could result in the Purchaser becoming subject to any Liability, being required to make any payment or losing or forgoing any right or benefit, or (2) could have an adverse effect on any Transferred Asset or the Aeroquin Business.

Non-Contravention; Consents. Neither (i) the The execution, delivery or performance of this Agreement or any of the other agreements contracts referred to in this Agreement, nor (ii) the consummation of the Merger or any of the other transactions contemplated by this Agreement, Agreement will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of of: (i) any of the provisions of the articles certificate of incorporation, incorporation or bylaws or other charter or organizational documents of any of the Acquired Corporations, MCIG; or (ii) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations;MCIG; 7 | Page (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsMCIG, or any of the assets owned or used by any of the Acquired CorporationsMCIG, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations MCIG or that otherwise relates to the business of any of the Acquired Corporations MCIG or to any of the assets owned or used by any of the Acquired CorporationsMCIG; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a MCIG Material Contractcontract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Acquired Corporation Contract, contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, contract; (iii) accelerate the maturity or performance of any such Acquired Corporation Contract, MCIG Material contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Acquired Corporation ContractMCIG Material contract; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations MCIG (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired CorporationsMCIG). Except as may be required by the Exchange Act, the PBCL, the DGCL and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Neither Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Merger and the other Transactions, nor compliance by the Company with any of the terms or provisions of this Agreement will: (a) violate or cause a violation of any of the provisions of the Organizational Documents of (i) the execution, delivery Company or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii) any other Acquired Company (assuming, in the consummation case of the Merger Company with respect to the Merger, that the Company Stockholder Approval is obtained); (b) subject to compliance with and clearances or approvals under applicable Antitrust Laws and applicable Foreign Investment Laws, conflict with or violate or cause a violation of any Law applicable to any Acquired Company or business of any Acquired Company; or (c) except as set forth on Section 3.4(c) of the other transactions contemplated by this AgreementCompany Disclosure Schedule, will directly violate, conflict with or indirectly result in any breach of any provision of, or loss of any benefit under, or constitute or cause a default (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, or (iiboth) under, give rise to any resolution adopted by right of termination, acceleration or cancellation of or require the shareholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (b) contravene, conflict with or result in a violation consent of, notice to or give filing with any Governmental Body or other third Person the right pursuant to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business provisions of any Material Contract to which any Acquired Company is a party or by which any property or asset of the any Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach ofis bound, or result in a default underthe creation of any Encumbrance, other than any provision Permitted Encumbrance, upon any of the property or assets of any Acquired Corporation Contract that is or would constitute a Material ContractCompany, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Contractother than, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Contract, or (iv) cancel, terminate or modify any term of such Acquired Corporation Contract; or (e) result in the imposition or creation case of any Encumbrance upon or clauses (a) (solely with respect to any asset owned or used by any the Subsidiaries of the Acquired Corporations Company), (except for minor liens b) and (c), that will nothas not had, in any case and would not reasonably be expected to have, individually or in the aggregate, materially detract from a Company Material Adverse Effect. No consent, approval, permit, Order or authorization (collectively, “Consent”) of, registration, declaration or filing with or notice to any Governmental Entity or other Person is required to be obtained or made by any Acquired Company in connection with the value execution, delivery and performance of this Agreement or the consummation of the assets subject thereto Merger or materially impair the operations of any of other Transactions, except (i) for the Acquired Corporations). Except Company Stockholder Approval, (ii) as may be required by the Exchange Act, the PBCLDGCL, the DGCL and the rules listing requirements of the National Association of Securities DealersNYSE, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, is HSR Act or will be required to make any filing with or give any notice toother applicable Antitrust Laws, or any applicable Foreign Investment Laws and (iii) for such other Consents, registrations, declarations, filings or notices the failure of which to obtain any Consent frombe obtained or made has not had, any Person and would not reasonably be expected to have, individually or in connection with (x) the executionaggregate, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreementa Company Material Adverse Effect.

Non-Contravention; Consents. Neither Except as set forth in the VSI SEC Documents, neither (i) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles VSI's certificate of incorporation, bylaws incorporation or other charter or organizational documents of any of the Acquired Corporationsbylaws, or (ii) any resolution adopted by the VSI's shareholders, the VSI's board of directors or any committee of the VSI's board of directors of any of the Acquired Corporationsdirectors; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired CorporationsVSI, or any of the assets owned or used by any of the Acquired CorporationsVSI, is are subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations VSI or that otherwise relates to the VSI's business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired CorporationsVSI; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contractmaterial contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Contractmaterial contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Contractmaterial contract, or (iviii) cancel, terminate or modify any term of such Acquired Corporation Contractmaterial contract; or (e) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations VSI (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired CorporationsVSI). Except as may be required by the Exchange Act, the PBCL, the DGCL VSI is not and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, is or will not be required to make any filing with or give given any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Neither (ia) Subject to (I) obtaining the Iris Stockholder Approval, (II) the filing of the Certificate of Merger required by the DGCL, (III) (A) the filing with the SEC of the Joint Proxy Statement/Prospectus in definitive form, (B) the filing with the SEC, and declaration of effectiveness under the Securities Act of the Registration Statement, and (C) the filing with the SEC of such reports and other filings under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement and the Contemplated Transactions, (IV) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the shares of Meadow Common Stock to be issued as the Merger Consideration and (V) such filings with and approvals of Nasdaq as are required to permit the consummation of the Merger and the listing of the shares of Meadow Common Stock to be issued as the Merger Consideration, neither (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreementby Xxxx, nor (iiy) the consummation by Xxxx of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (ai) contravene, conflict with or result in a violation or breach of (i) any of the provisions of the articles Organizational Documents of incorporation, bylaws Iris or other charter or organizational documents of any of the Acquired Corporations, or its Subsidiaries; (ii) any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (b) contravene, conflict with or result in a violation or breach of, or give any Governmental Body or other Person Entity the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement Law or any order, writ, injunction, judgment or decree to which Iris or any of the Acquired Corporationsits Subsidiaries, or any of the assets owned by Iris or used by any of the Acquired Corporationsits Subsidiaries, is subject; (ciii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations Xxxx or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporationsits Subsidiaries; (div) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Iris Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Acquired Corporation Iris Material Contract, ; (ii) a any material payment, rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Iris Material Contract, ; (iii) accelerate the maturity or performance of any such Acquired Corporation Iris Material Contract, ; or (iv) cancel, terminate or modify any term of such Acquired Corporation any Iris Material Contract; or (ev) result in the imposition or creation of any Encumbrance Lien upon or with respect to any asset owned by Iris or used by any of the Acquired Corporations its Subsidiaries (except for minor liens that will not, in any case or Permitted Liens); except in the aggregatecase of clauses (ii), materially detract from (iii), (iv) and (v) of this Section 3.5(a) for any such violations, remedies, relief, revocations, withdrawals, suspensions, cancelations, termination, modifications, breaches, defaults, payments, rebates, chargebacks, penalties, changes, accelerations or Liens that would not have an Iris Material Adverse Effect. (b) Except for (i) the value filing of the assets subject thereto or materially impair Certificate of Merger with the operations Secretary of any State of the Acquired Corporations). Except as may be required by State of Delaware pursuant to the Exchange ActDGCL, the PBCL, the DGCL and the rules of the National Association of Securities Dealers, Inc. ("NASD"ii) (as they relate to A) the S-4 Registration Statement and filing with the SEC of the Joint Proxy Statement/ProspectusProspectus in definitive form, (B) the filing with the SEC, and declaration of effectiveness under the Securities Act of the Registration Statement, and (C) the filing with the SEC of such reports and other filings under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as defined may be required in Section 2.28(b))connection with this Agreement, none and the Contemplated Transactions, (iii) such filings with and approvals of Nasdaq as are required to permit the consummation of the Acquired Corporations wasMerger and the listing of the shares of Meadow Common Stock to be issued as the Merger Consideration and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, neither Iris nor any of its Subsidiaries is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person Governmental Entity in connection with (x) the execution, delivery or performance by Xxxx of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation by Xxxx of the Merger Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of Iris to consummate the Contemplated Transactions or that would have an Iris Material Adverse Effect. Assuming the accuracy of the representation set forth in Section 4.24, the Iris Board has taken all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and to the consummation of the Contemplated Transactions. To Iris’s Knowledge, no other takeover statute or similar Law applies or purports to apply to the Merger, this Agreement, or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Neither (ia) Subject to obtaining the Required Q32 Stockholder Vote and the filing of the Certificate of Merger required by Delaware Law, neither (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreementby Q32, nor (iiy) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, or (ii) any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of Q32 or its Subsidiaries; (ii) contravene, conflict with or result in a material violation of, or give any Governmental Authority or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any Order to which Q32 or its Subsidiaries, or any of the assets owned or used by Q32 or its Subsidiaries, is subject; (iii) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations Q32 or its Subsidiaries or that otherwise relates to the business of any of the Acquired Corporations Q32, or to any of the assets owned owned, leased or used by any of the Acquired CorporationsQ32; (div) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Q32 Material Contract, or give any Person the right to to: (iA) declare a default or exercise any remedy under any such Acquired Corporation Q32 Material Contract, (iiB) a any material payment, rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Q32 Material Contract, (iiiC) accelerate the maturity or performance of any such Acquired Corporation Contract, Q32 Material Contract or (ivD) cancel, terminate or modify any term of such Acquired Corporation any Q32 Material Contract, except in the case of any nonmaterial breach, default, penalty or modification; or (ev) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations Q32 or its Subsidiaries (except for minor liens that will not, in Permitted Encumbrances). (b) Except for (i) any case or in the aggregate, materially detract from the value Consent set forth on Section 3.5 of the assets subject thereto or materially impair Q32 Disclosure Schedule under any Q32 Contract, (ii) the operations of any Required Q32 Stockholder Vote, (iii) the filing of the Acquired Corporations). Except Certificate of Merger with the Secretary of State of the State of Delaware pursuant to Delaware Law and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required by the Exchange Actunder applicable federal and state securities laws, the PBCL, the DGCL and the rules neither Q32 nor any of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations its Subsidiaries was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger Contemplated Transactions. (c) The Q32 Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of Delaware Law are, and will be, inapplicable to the execution, delivery and performance of this Agreement and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Neither: (i1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, Agreement by the Brainworks or Merger Sub; nor (ii2) the consummation by the Brainworks and Merger Sub of the Merger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles of incorporation, bylaws or other charter or organizational documents of any of the Acquired Brainworks Corporations, or (ii) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired Brainworks Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Brainworks Corporations, or any of the assets owned or used by any of the Acquired Brainworks Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Brainworks Corporations or that otherwise relates to the business of any of the Acquired Brainworks Corporations or to any of the assets owned or used by any of the Acquired Brainworks Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Brainworks Corporation Contract that is or would constitute a Brainworks Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Brainworks Corporation Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Brainworks Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Brainworks Corporation Contract, or (iv) cancel, terminate or modify any term of such Acquired Brainworks Corporation Contract; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Brainworks Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Brainworks Corporations). Except as may be required by the Exchange Act, the PBCL, the DGCL Act and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b))Nevada Corporation Law, none of the Acquired Brainworks Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this AgreementAgreement by Brainworks, or (y) the consummation by Brainworks of the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Neither Except as set forth in Part 2.25 of the Company Disclosure Schedule, neither (ia) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this AgreementAgreement by the Company, nor (iib) the consummation by the Company of the Merger or any of the other transactions contemplated by this AgreementAgreement will, will directly or indirectly (with or without notice or lapse of time): (ai) contravene, conflict with or result in a violation of (iA) any of the provisions of the articles of incorporationorganization, bylaws by-laws or other charter or organizational documents of any of the Acquired Corporations, Corporations or (iiB) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (bii) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (ciii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations; (div) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to (iA) declare a default or exercise any remedy under any such Acquired Corporation Material Contract, (iiB) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Material Contract, (iiiC) accelerate the maturity or performance of any such Acquired Corporation Material Contract, or (ivD) cancel, terminate or modify any term of such Acquired Corporation Material Contract; or (ev) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations, taken as a whole). Except as may be required by the Securities Act, the Exchange Act, the PBCLMBCL, state securities or "blue sky" laws, the DGCL HSR Act, any foreign antitrust law or regulation and the Nasdaq rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, Agreement by the Company or (y) the consummation by the Company of the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Neither Assuming compliance with the applicable provisions of the DGCL, the HSR Act, if applicable, any applicable foreign antitrust Legal Requirements and the listing requirements of the NASDAQ Global Market, except as set forth in Part 2.24 of the Company Disclosure Schedule, neither (i1) the execution, delivery or performance of this Agreement or any of by the other agreements referred to in this AgreementCompany, nor (ii2) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, will or would reasonably be expected to, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of of: (i) any of the provisions of the articles certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Symyx Corporations, ; or (ii) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired Symyx Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Acquired Symyx Corporations, or any of the assets owned or used by any of the Acquired Symyx Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Symyx Corporations or that otherwise relates to the business of any of the Acquired Symyx Corporations or to any of the assets owned or used by any of the Acquired Symyx Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Company Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Acquired Corporation Company Material Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Company Material Contract, ; (iii) accelerate the maturity or performance of any such Acquired Corporation Company Material Contract, ; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Acquired Corporation Company Material Contract; or; (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Symyx Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Symyx Corporations); or (f) result in, or increase the likelihood of, the disclosure or delivery to any escrow holder or other Person of any Company IP (including Company Source Code), or the transfer of any material asset of any of the Symyx Corporations to any Person. Except as may be required by the Securities Act, Exchange Act, the PBCLDGCL, the DGCL HSR Act, any applicable foreign antitrust Legal Requirement and the rules listing requirements of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b))NASDAQ Global Market, none of the Acquired Symyx Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with with: (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, ; or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Neither Except as set forth in Part 2.21 of the Disclosure Schedule, neither (i1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this AgreementAncillary Agreements, nor (ii2) the consummation of the Merger or any of the other transactions contemplated by this Agreement, Contemplated Transactions will directly or indirectly (with or without notice or lapse of time): (a) assuming the Required Amended Stockholder Votes and Required Merger Stockholder Votes are obtained and the filing of the Merger certificate in accordance with the DGCL, contravene, conflict with or result in a violation of (i) any of the provisions of the articles of incorporation, bylaws or other charter or organizational documents Organizational Documents of any of the Acquired CorporationsCompanies, or (ii) any resolution adopted by the shareholdersstockholders or members, as applicable, the board of directors or similar governing body, as applicable, or any committee of the board of directors thereof, of any of the Acquired CorporationsCompanies; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Acquired CorporationsCompanies, or any of the assets material asset owned or used leased by any of the Acquired CorporationsCompanies, is subject, except (i) under the HSR Act and other applicable Antitrust Laws (as defined in Section 5.1), and (ii) for conflicts or violations which would not, individually or in the aggregate, reasonably be expected to have or result in a material adverse effect on the Company’s ability to consummate the Merger; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations Companies or that otherwise relates to the business of any of the Acquired Corporations Companies or to any of the material assets owned or used leased by any of the Acquired CorporationsCompanies; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation in any material respect or breach of, or result in a default in any material respect under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Material Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Material Contract, (iii) accelerate the maturity or performance in any material respect of any such Acquired Corporation obligation under any Material Contract, or (iv) cancel, terminate or modify any material term of such Acquired Corporation any Material Contract; or; (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations Companies (except for minor liens that will not, in any case or Permitted Encumbrances); or (f) result in the aggregate, materially detract from the value transfer of the assets subject thereto or materially impair the operations any material asset of any of the Acquired Corporations)Companies to any Person. Except as may be required by the Exchange ActDGCL, the PBCL, the DGCL HSR Act or applicable federal and the rules state securities laws and as set forth in Part 2.21 of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b))Disclosure Schedule, none of the Acquired Corporations Companies was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to Ancillary Agreements executed, delivered or entered into in this Agreementconnection with the Contemplated Transactions, or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Neither Assuming compliance with the applicable provisions of the DGCL, the HSR Act, and the listing requirements of the NASDAQ Global Select Market, except as set forth in Part 3.24 of the Parent Disclosure Schedule, neither (i1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii2) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, will will, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of of: (i) any of the provisions of the articles certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Abeline Corporations, ; or (ii) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired Abeline Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree Order to which any of the Acquired Abeline Corporations, or any of the assets owned or used by any of the Acquired Abeline Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Abeline Corporations or that otherwise relates to the business of any of the Acquired Abeline Corporations or to any of the assets owned or used by any of the Acquired Abeline Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Parent Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Acquired Corporation Parent Material Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Parent Material Contract, ; or (iviii) cancel, terminate or modify any right, benefit, obligation or other term of such Acquired Corporation Parent Material Contract; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Abeline Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Abeline Corporations). Except as may be required by the Securities Act, the Exchange Act, the PBCLDGCL, the DGCL HSR Act, and the rules listing requirements of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b))NASDAQ Global Select Market, none of the Acquired Abeline Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person Governmental Body in connection with with: (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, ; or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, except where the failure to make any such filing or give any such notice or to obtain any such Consent would not, individually or in the aggregate, be material to the Abeline Corporations.

Non-Contravention; Consents. Neither (i1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii2) the consummation by the Company of the Offer, the Merger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles or certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, or (ii) any resolution adopted by the shareholdersstockholders, the board Board of directors Directors or any committee of the board Board of directors Directors of any of the Acquired Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations; (d) except as set forth in Part 2.25(d3.26(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute constitutes a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Contract, or (iv) cancel, terminate or modify any term of such Acquired Corporation Contract; or; (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations); or (f) result in, or increase the likelihood of, the disclosure or delivery to any escrowholder or other Person of any Acquired Corporation Source Code, or the transfer of any material asset of any of the Acquired Corporations to any Person. Except as may be required by the Exchange Act, the PBCL, the DGCL and the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement SEC and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b))AMEX, none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of by the other agreements referred to in this AgreementCompany, or (y) the consummation by the Company of the Offer, the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Neither Except as set forth in Part 2.23 of the Disclosure Schedule, neither (ix) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (iiy) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, or (ii) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations; (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any such Acquired Corporation Material Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Material Contract, ; (iii) accelerate the maturity or performance of any such Acquired Corporation Material Contract, ; or (iv) cancel, terminate or modify any term of such Acquired Corporation any Material Contract; or; (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations); or (f) result in, or increase the likelihood of, the transfer of any material asset of any of the Acquired Corporations to any Person. Except as may be required by the Exchange Act, the PBCLDGCL, the DGCL any foreign antitrust Legal Requirement and the rules of the National Association of Securities Dealers, Inc. ("NASD") NASD Bylaws (as they relate to the Form S-4 Registration Statement and the Joint Prospectus/Proxy Statement/Prospectus, as defined in Section 2.28(b)), none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Neither (i) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this AgreementAgreement by the Company, nor (ii) the consummation of the Merger or any of the other transactions contemplated by this AgreementAgreement by the Company, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles certificate of incorporation, bylaws or other charter or organizational documents of any of the Acquired CorporationsCompanies, or (ii) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired CorporationsCompanies; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired CorporationsCompanies, or any of the assets owned or used by any of the Acquired CorporationsCompanies, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations Companies or that otherwise relates to the business of any of the Acquired Corporations Companies or to any of the assets owned or used by any of the Acquired CorporationsCompanies; (d) except as set forth in Part 2.25(d2.24(d) of the Company Disclosure ScheduleLetter, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Material Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Material Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Material Contract, or (iv) cancel, terminate or modify any term of such Acquired Corporation Material Contract; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations Companies (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired CorporationsCompanies). Except as may be required by the Securities Act, the Exchange Act, the PBCLstate securities or "blue sky" laws, the DGCL DGCL, the HSR Act and the rules of the National Association of Securities Dealers, Inc. ("NASD") (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b))any foreign antitrust law or regulation, none of the Acquired Corporations Companies was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement, the Stock Option Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation by the Company of the Merger or any of the other transactions contemplated by this Agreement or the Stock Option Agreement.

Non-Contravention; Consents. Neither (i) Neither the execution, delivery or performance of this Agreement or any of by the other agreements referred to in this Agreement, Company nor (ii) the consummation of the Merger by the Company or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles certificate of incorporation, incorporation or bylaws or other charter or organizational documents of any of the Acquired Corporations, Corporations or (ii) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the material assets owned or used by any of the Acquired Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations;, except where the contravention of, conflict with or violation of, any such terms or requirements would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Corporations; or (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Material Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Material Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Material Contract, or (iv) cancel, terminate or modify any term of such Acquired Corporation any Material Contract; or (e) result , except in each case where the imposition contravention of, conflict with, or creation violation or breach of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will such provision could not, in any case individually or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of have a Material Adverse Effect on the Acquired Corporations). Except as may be required by the Exchange Act, the PBCLDGCL, the DGCL HSR Act and the rules of the National Association of Securities Dealers, Inc. ("NASD") NASD Bylaws (as they relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), ) none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Neither (i) Neither the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (ii) the consummation of the Merger Offer or the Merger, or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the articles of incorporation, bylaws Company Organization Documents or other charter or organizational documents of any of the Acquired Corporations, or (ii) any resolution adopted by the shareholdersstockholders, the board of directors or any committee of the board of directors of any of the Acquired Corporations; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Offer or the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any orderOrder, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the material assets owned or used by any of the Acquired Corporations, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to the business of any of the Acquired Corporations or to any of the assets owned or used by any of the Acquired Corporations;; or (d) except as set forth in Part 2.25(d) of the Company Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Acquired Corporation Contract that is or would constitute a Company Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Acquired Corporation Company Material Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Acquired Corporation Company Material Contract, (iii) accelerate the maturity or performance of any such Acquired Corporation Company Material Contract, or (iv) cancel, terminate or modify any term of such Acquired Corporation any Company Material Contract; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations). Except as may be required by the Exchange Act, the PBCLDGCL, the DGCL HSR Act, applicable anti-trust laws of any foreign country and the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") Nasdaq Stock Market (as they such bylaws relate to the S-4 Registration Statement and the Joint Proxy Statement/Prospectus, as defined in Section 2.28(b)), ) none of the Acquired Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Offer or the Merger or any of the other transactions contemplated by this Agreement, except in each case, where the failure to obtain any Consent would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Corporations.