Common use of Non-Contravention; Consents Clause in Contracts

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither the execution, delivery or performance of this Agreement nor the consummation of the 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 Parent’s or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; (b) Contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, 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 Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s business or to any of the assets owned or used by them; (d) Contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any material Contract, (ii) accelerate the maturity or performance of any material Contract, or (iii) cancel, terminate or modify any material Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent or Merger Sub, 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 Parent or Merger Sub. Except as set forth in Schedule 3.3, neither Parent nor Merger Sub is 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 (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither the execution, The execution and delivery or performance of this Agreement nor and the other Transactional Agreements, and the consummation of the transactions contemplated Exchange, by this AgreementUTVG will not, will directly or indirectly (with or without notice or lapse of time): (a) Contravenecontravene, conflict with or result in a material violation of (i) any of the provisions of Parent’s or Merger Sub’s Articles UTVG's Certificate of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s UTVG Board or any committee thereof or the stockholders or Parent’s or Merger Sub’s board of directorsUTVG; (b) Contraveneto the knowledge of UTVG, contravene, conflict with or result in a material violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement Exchange or to exercise any remedy or obtain any relief under, any Legal Requirement legal requirement or any order, writ, injunction, judgment or decree Order to which Parent or Merger Sub, UTVG or any of the material assets owned or used by Parent or Merger Sub, is it are subject; (c) Contraveneto the knowledge of UTVG, cause any material assets owned or used by UTVG to be reassessed or revalued by any taxing authority or other Governmental Body; (d) to the knowledge of UTVG, contravene, conflict with 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 Parent or Merger Sub UTVG or that otherwise relates to Parent’s or Merger Sub’s UTVG's business or to any of the material assets owned or used by themUTVG, where such contraventions, conflict, violation, revocation, withdrawal, suspension, cancellation, termination or modification would have a Material Adverse Effect on UTVG; (de) Contravenecontravene, conflict with or result in a material violation or material breach of, or result in a material default under, any provision of any material Contract, or Contract to which UTVG is a party; (f) give any Person the right to (i) declare a default any payment by UTVG or exercise give rise to any remedy under any material Contractacceleration or change in the award, (ii) accelerate the maturity grant, vesting or performance determination of options, warrants, rights, severance payments or other contingent obligations of any material Contract, or (iii) cancel, terminate or modify nature whatsoever of UTVG in favor of any material ContractPerson, in each any such case to which Parent or Merger Sub is as a party or by which Parent or Merger Sub is boundresult of the Exchange; or (eg) Result result in the imposition or creation of any lien or other Encumbrance material Lien upon or with respect to any material asset owned or used by Parent or Merger Sub, 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 Parent or Merger SubUTVG. Except for Consents, filings or notices required under the state and federal securities laws or any other laws or regulations or as set forth otherwise contemplated in Schedule 3.3this Agreement and the other Transactional Agreements, neither Parent nor Merger Sub is UTVG 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 this Agreement and the other Transactional Agreements or the consummation or performance of this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementExchange.

Non-Contravention; Consents. Except Assuming compliance with the rules and regulations of the SEC, except (i) as set forth in Schedule 3.3Part 3.6 of the Parent Disclosure Schedule, (ii) the filing of the pre-merger notification report under the HSR Act and any equivalent foreign antitrust filings, or (iii) in the case of clauses (b) through (e), as would not be material to the Parent Companies as a whole, neither (1) the execution, delivery or performance by Parent and Purchaser of this Agreement nor Agreement, (2) the consummation of the transactions contemplated Offer, nor (3) the consummation by this AgreementParent and Purchaser of the Merger or any of the other Contemplated Transactions, will would reasonably be expected to, 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 Parent’s the certificate of incorporation, bylaws or Merger Sub’s Articles other charter or organizational documents of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directorsthe Parent Companies; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent or Merger SubCompanies, or any of the assets owned or used by any of the Parent or Merger SubCompanies, 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 Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s business or to any of the assets owned or used by themits Subsidiaries; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default (with or without due notice or lapse of time or both) under, any provision of any material ContractContract to which Parent or any of its Subsidiaries is a party, or give any Person the right to to: (i) declare a default or exercise any remedy under any material such Contract, ; (ii) accelerate the maturity or performance of any material such Contract, ; or (iii) cancel, terminate or modify any material right, benefit, obligation or other term of such Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; or (e) Result result in the imposition or creation of any lien or other Encumbrance upon or with respect to any tangible asset owned or used by Parent or Merger Subany of its Subsidiaries; except, except for minor liens that will in the case of clauses (c), (d) or (e), as 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 reasonably be expected to have a Parent or Merger SubMaterial Adverse Effect. Except as set forth in Schedule 3.3may be required by the Exchange Act and the rules, neither regulations and listing requirements of the Nasdaq Capital Market, none of the Parent nor Merger Sub 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 Parent and Purchaser of this Agreement, ; or (y) the consummation by Parent and Purchaser 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 have a Parent Material Adverse Effect.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither Neither the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor 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 Parent’s the Company's certificate or Merger Sub’s Articles articles of Incorporation incorporation or Bylawsbylaws, or (ii) any resolution adopted by Parent’s stockholders the Company's shareholders or Parent’s or Merger Sub’s the Company's board of directors; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent or Merger Subthe Company, or any of the assets owned or used by Parent or Merger Subthe Company, 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 Parent or Merger Sub the Company or that otherwise relates to Parent’s or Merger Sub’s the Company's business or to any of the assets owned or used by themthe Company; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any material such Material Contract, (ii) accelerate the maturity or performance of any material such Material Contract, or (iii) cancel, terminate or modify any material such Material Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent or Merger Sub, the 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 Parent or Merger Subthe Company). Except as set forth otherwise provided in Schedule 3.3this Agreement, neither Parent nor Merger Sub the Company is 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. Except as set forth in Schedule 3.3, neither Neither the execution, execution and delivery or performance of this Agreement by Parent and Merger Sub nor the consummation by Merger Sub of the transactions contemplated by this Agreement, Merger will directly or indirectly (with or without notice or lapse of time): (a) Contravenecontravene, conflict with or result in a violation any breach of (i) any provision of the provisions certificate of Parent’s incorporation or bylaws of Parent or the certificate of incorporation or bylaws of Merger Sub’s Articles Sub or of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s the stockholders, the board of directors; directors or any committee of the board of directors of Parent; (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 Parent or Merger SubParent, or any of the assets owned or used by Parent or Merger SubParent, 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 Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s business or to any of the assets owned or used by them; (d) Contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material ContractContract to which Parent is a party, or give any Person the right to (i) declare a default or exercise any remedy under any material Contract, such Contract to which Parent is a party; or (iid) accelerate the maturity result in a violation by Parent or performance Merger Sub of any material Contractorder, writ, injunction, judgment or (iii) cancel, terminate or modify any material Contract, in each case decree to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent or Merger Sub, 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 Parent or Merger Subsubject. Except as set forth in Schedule 3.3may be required by the Securities Act, neither the Exchange Act, state securities or “blue sky” laws, the DGCL, the MBCA, the HSR Act, any foreign antitrust law or regulation and the NASD Bylaws (as they relate to the S-4 Registration Statement and the Joint Proxy Statement), Parent nor Merger Sub is 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, Agreement by Parent or (y) Merger Sub or the consummation by Merger Sub of the Merger or any of the other transactions contemplated by this AgreementMerger.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither Neither the execution, delivery or performance of this Agreement nor 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 Parent’s the Parent Organization Documents or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s the stockholders, the board of directorsdirectors or any committee of the board of directors of Parent or any Subsidiary of Parent; (b) Contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, 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 Parent or Merger Sub any Subsidiary of Parent or that otherwise relates to Parent’s the business of Parent or Merger Sub’s business any Subsidiary of Parent or to any of the assets owned or used by them;Parent or any Subsidiary of Parent, except where the contravention of, conflict with or violation of, or giving to a Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any such terms or requirements would not, individually or in the aggregate, have a Material Adverse Effect on Parent and its Significant Subsidiaries, taken as a whole; or (dc) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Parent Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any material Parent Material Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any Parent Material Contract, (iii) accelerate the maturity or performance of any material Parent Material Contract, or (iiiiv) cancel, terminate or modify any material term of any Parent Material Contract, except in each case to which Parent where the contravention of, conflict with or Merger Sub is a party violation or by which Parent or Merger Sub is bound; or (e) Result in the imposition or creation breach of any lien such provision, or other Encumbrance upon or with respect giving to any asset owned or used by Parent or Merger SubPerson such rights, except for minor liens that will would not, in any case individually or in the aggregate, materially detract from have a Material Adverse Effect on Parent and its Significant Subsidiaries, taken as a whole. Except as may be required by the value Exchange Act, the DGCL, the HSR Act, applicable anti-trust laws of any foreign country, and the assets subject thereto or materially impair NASD Bylaws (as they relate to the operations Form S-4 Registration Statement and the Joint Proxy Statement) none of Parent or Merger Sub. Except as set forth in Schedule 3.3any Subsidiary of Parent was, neither Parent nor Merger Sub 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 (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 have a Material Adverse Effect on Parent and its Significant Subsidiaries, taken as a whole.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither Neither (1) the execution, delivery or performance of this Agreement by Parent or Merger Sub, nor (2) the consummation of the Merger or any of the other transactions contemplated by this AgreementAgreement by Parent or Merger Sub, 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 Parent’s the certificate of incorporation, bylaws or other charter or organizational documents of Parent or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders the stockholders, the board of directors or Parent’s any committee of the board of directors of Parent or Merger Sub’s board of directors; (b) Contravenecontravene, 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 Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, 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 Parent or Merger Sub or that otherwise relates to Parent’s the business of Parent or Merger Sub’s business Sub or to any of the assets owned or used by themParent or Merger Sub; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any material such Material Contract, (ii) accelerate the maturity or performance of any material such Material Contract, or (iii) cancel, terminate or modify any material term of such Material Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent or Merger Sub, Sub (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 Parent or Merger Subany of the Acquired Corporations). Except as set forth in Schedule 3.3may be required by the Exchange Act, the DGCL, the HSR Act, any applicable competition laws outside the United States and the NASD Bylaws (as they relate to the Form S-4 Registration Statement and the Joint Prospectus/Proxy Statement), neither Parent nor Merger Sub 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. Except as set forth in Schedule 3.3Subject to obtaining the Required Parent Stockholder Vote and the filing of the Certificate of Merger required by the DGCL, neither (x) the execution, delivery or performance of this Agreement by Parent or Merger Sub, nor (y) the consummation of the transactions contemplated by this AgreementContemplated Transactions, 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 Parent’s the Organizational Documents of Parent or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; (b) Contravenecontravene, conflict with or result in a material violation of, or or, to the Knowledge of Parent, give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement Contemplated Transactions or to exercise any material remedy or obtain any material relief under, any Legal Requirement Law or any order, writ, injunction, judgment or decree to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject, except as would not reasonably be expected to be material to Parent or its business; (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 Parent, except as would not reasonably be expected to be material to Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s business or to any of the assets owned or used by themits business; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Parent Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any material Parent Material Contract, ; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Parent Material Contract; (iii) accelerate the maturity or performance of any material Parent Material Contract, ; or (iiiiv) cancel, terminate or modify any material term of any Parent Material Contract, except in each the case to which Parent of any non-material breach, default, penalty or Merger Sub is a party or by which Parent or Merger Sub is boundmodification; or (e) Result result in the imposition or creation of any lien or other Encumbrance upon or with respect to any material asset owned or used by Parent or Merger Sub, (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 Parent or Merger SubPermitted Encumbrances). Except as for (i) any Consent set forth in Section 3.5 of the Parent Disclosure Schedule 3.3under any Parent Contract, (ii) the Required Parent Stockholder Vote, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws or stock exchange listing rules, neither Parent nor Merger Sub 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 (xA) the execution, delivery or performance of this AgreementAgreement and the Parent Lock-Up Agreements, or (yB) the consummation of the 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 Parent and Merger Sub to consummate the Contemplated Transactions. The Parent Board and the Merger Sub Board have taken and will take 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, the Parent Lock-Up Agreements 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, the Parent Lock-Up Agreements or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Except 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 Schedule 3.3Part 4.4 of the Parent Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement Agreement, nor (2) the consummation of the transactions contemplated by this AgreementOffer, will the Merger or any of the other Contemplated Transactions, will, directly or indirectly (with or without notice or lapse of time): (a) Contravenecontravene, conflict with or result in a violation of of: (i) any of the provisions of Parent’s the certificate of incorporation, bylaws or other charter or organizational documents of either Parent or Merger Sub’s Articles of Incorporation or Bylaws, ; or (ii) any resolution adopted by Parent’s stockholders the stockholders, the board of directors or Parent’s any committee of the board of directors of either Parent or Merger Sub’s board of directors; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 either Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Subany of them, 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 either Parent or Merger Sub or that otherwise relates to Parent’s the business of either Parent or Merger Sub’s business Sub or to any of the assets owned or used by themeither Parent or Merger Sub; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material ContractContract of Parent, or give any Person the right to to: (i) declare a default or exercise any remedy under any such material Contract, Contract of Parent; (ii) accelerate the maturity or performance of any such material Contract, Contract of Parent; or (iii) cancel, terminate or modify any right, benefit, obligation or other term of such material Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is boundContract of Parent; 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 either Parent or Merger Sub, Sub (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 either Parent or Merger Sub). Except as set forth in Schedule 3.3may be required by the Securities Act, the Exchange Act, the DGCL, the HSR Act, and the listing requirements of the NASDAQ Global Market, neither Parent nor Merger Sub 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 (y) the consummation of the Offer, 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 Parent and Merger Sub.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither the execution, delivery or performance of this Agreement nor the consummation of the 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 Parent’s or Merger Sub’s Articles of Incorporation or Certificate of Incorporation, as applicable, or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, 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 Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s business or to any of the assets owned or used by them; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any material Contract, (ii) accelerate the maturity or performance of any material Contract, or (iii) cancel, terminate or modify any material Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent or Merger Sub, 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 Parent or Merger Sub. Except as set forth in Schedule 3.3, neither Parent nor Merger Sub is 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 (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither Neither (1) the execution, delivery or performance of this Agreement or the Stock Option Agreement, nor (2) the consummation by the Company of the Merger or any of the other transactions contemplated by this Agreement or the Stock Option 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 Parent’s the articles or Merger Sub’s Articles certificate of Incorporation incorporation, bylaws or Bylaws, other charter or (ii) organizational documents of any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directorsthe Acquired Corporations; (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 Parent or Merger Subany of the Acquired Corporations, or any of the assets owned or used by Parent or Merger Subany of the Acquired Corporations, 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 Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s business or to any of the assets owned or used by themAcquired Corporations; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Acquired Corporation Contract that constitutes a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any material Contract, (ii) accelerate the maturity or performance of any material Contract, or (iii) cancel, terminate or modify any material Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent or Merger Sub, 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 Parent any of the Acquired Corporations); or (f) result in, or Merger Subincrease 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 set forth in Schedule 3.3may be required by the Exchange Act, neither Parent nor Merger Sub the MBCL, the HSR Act, any foreign antitrust law or regulation and the NASD Bylaws (as they relate to the Form S-4 Registration Statement and the Prospectus/Proxy Statement), 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 AgreementAgreement or the Stock Option Agreement by the Company, 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. Except as set forth in Schedule 3.3, neither Neither the execution, delivery or performance of this Agreement the Agreements nor the consummation of the Acquisition 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 Parent’s Seller's certificate of incorporation or Merger Sub’s Articles of Incorporation bylaws or Bylaws, or (ii) any resolution adopted by Parent’s stockholders Seller's board of directors or Parent’s or Merger Sub’s any committee of Seller's board of directors; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge challenge, any of the transactions contemplated by this Agreement or to exercise any remedy remedy, or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which Parent or Merger Sub, Seller or any of the assets owned or used by Parent or Merger Sub, Market Maker Assets is subject; (c) Contravene, conflict with contravene 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 Parent or Merger Sub Seller or that otherwise relates to Parent’s or Merger Sub’s business or to any of the assets owned or used by themMarket Maker Assets; (d) Contravene, conflict with contravene or result in a material violation or breach of, or result in a material default under, any provision of any material ContractContract related to the Market Maker Assets, or give any Person the right to (iA) declare a default or exercise any remedy under any material such Contract, (iiB) accelerate the maturity or performance of any material Contract, such Contract or (iiiC) cancel, terminate or modify any material such Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent or Merger Sub, 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 Parent or Merger SubMarket Maker Assets. Except as set forth in Schedule 3.3Part 2.16 of the Disclosure Schedule, neither Parent nor Merger Sub Seller is 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 (xA) the execution, delivery or performance of this Agreement, Agreement or any of the other agreements referred to in this Agreement or (yB) the consummation of the Merger Acquisition or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. (a) Except as set forth in on Schedule 3.33.3(b), neither the execution, execution and delivery or performance of this Agreement nor by each Seller and the Collateral Agreements by each Seller party thereto, and the consummation of the transactions contemplated by this Agreementhereby and thereby, do not and will directly or indirectly not: (with or without notice or lapse of time): (ai) Contravene, conflict with or result in a breach or violation of (i) any provision of any organizational document of Sellers' Parent or any Seller, provided that the approvals of the provisions shareholders of Parent’s or Merger Sub’s Articles Sellers' Parent and of Incorporation or Bylaws, or the Sellers are required to effect the name changes contemplated in Section 5.17(a); (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; (b) Contravene, conflict with violate or result in a violation breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any obligation under, or give rise to a right by any Governmental Body party to terminate or other Person amend its obligations under, any Contract to which any Seller is a party or is otherwise bound, except in each case for Contracts that are not material to the right to challenge conduct of the Business and having an annual value or involving annual consideration that is less than $100,000 individually or $1,000,000 in the aggregate, or that would not materially impair, delay or prevent the consummation by any of the Sellers of the 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 Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; Collateral Agreements; (ciii) Contravene, conflict with or result in a violation the creation of any Encumbrance upon any of the terms or requirements ofAcquired Assets (other than a Permitted Encumbrance), or give permit the acceleration of the maturity of any indebtedness of Sellers or indebtedness secured by any of the Acquired Assets, having a value in excess of $100,000 individually or $1,000,000 in the aggregate; or (iv) violate in any material respect any Law or Order of any Governmental Body (including any State PUC) having jurisdiction over any Seller or the Acquired Assets. (b) No Consent (including a waiver of any right to revokeof first refusal or first offer) of, withdrawfiling or registration with, suspend, cancel, terminate or modifycooperation from, any Governmental Authorization that Body or any other Person not a party to this Agreement is held necessary in connection with the execution, delivery and performance by Parent Sellers of this Agreement or Merger Sub the Collateral Agreements to which Sellers will be a party or that otherwise relates to Parent’s or Merger Sub’s business or to any the consummation by Sellers of the assets owned transactions contemplated hereby or used by them; (d) Contravenethereby, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Contract, or give any Person the right to except for (i) declare a default or exercise any remedy filings required to be made under any material Contractthe HSR Act, (ii) accelerate filings with the maturity or performance FCC under the Communications Act of any material Contract1934, or as amended (iii) cancelthe "Communications Act"), terminate or modify any material Contractand filings with State PUCs as required by applicable Law, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent or Merger Sub, 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 Parent or Merger Sub. Except as set forth in Schedule 3.33.3(b), neither Parent nor Merger Sub is and (iii) Consents of Third Parties required to make any filing with transfer or give any notice toassign to Buyers the Acquired Assets, or assign the benefits of or delegate performance with regard thereto, in each case as set forth in Schedule 3.3(b), except in each case for Purchased Contracts (other than Customer Contracts) and Permits or other Acquired Assets that are not material to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation conduct of the Merger Business and have a value or any involving consideration having an annual value or involving annual consideration of less than $200,000 individually and $1,000,000 in the aggregate and Customer Contracts that are not material to the conduct of the other transactions contemplated by this AgreementBusiness and have a value or involving consideration having an annual value of less than $500,000 (the "Sellers' Consents").

Non-Contravention; Consents. Except as set forth in Schedule 3.3Assuming compliance with the applicable provisions of the Exchange Act, the CGCL, the HSR Act and any foreign Antitrust Laws, neither (1) the execution, execution and delivery or performance of this Agreement by Parent and Merger Sub, nor (2) the consummation of the transactions contemplated by this AgreementMerger or any of the other Contemplated Transactions, will or would reasonably be expected to, directly or indirectly (with or without notice or lapse of timetime or both): (a) Contravenecontravene, conflict with or result in a violation of (i) any of the provisions of Parent’s the articles of incorporation (or certificate of incorporation, as applicable) or bylaws of Parent or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Subtheir material assets, 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, of any Governmental Authorization that is held by Parent or Merger Sub or that otherwise relates to Parent’s or the business of Parent and Merger Sub’s business or to any of the assets owned or used by themSub as currently conducted; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material ContractContract of Parent, or give any Person the right to to: (i) declare a default or exercise any remedy under any material such Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any material such Contract, ; or (iiiiv) cancel, terminate or modify any material right, benefit, obligation or other term of such Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent or Merger Sub, except for minor liens that will notexcept, in any the case or in the aggregateof clauses “(b)” through “(e)” of this sentence, materially detract from the value of the assets subject thereto or materially impair the operations of as would not reasonably be expected to have a Parent or Merger SubMaterial Adverse Effect. Except as set forth in Schedule 3.3, neither Neither Parent nor Merger Sub 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: (xi) the execution, delivery or performance of this Agreement, ; or (yii) the consummation of the Merger or any of the other transactions contemplated Contemplated Transactions, except in each case: (A) as may be required by this Agreementthe applicable provisions of the Exchange Act, the HSR Act and any foreign Antitrust Laws; or (B) the failure of which to make such filing, give such notice, or obtain such Consent, would not reasonably be expected to have a Parent Material Adverse Effect.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither the execution, The execution and delivery or performance of this Agreement nor and the other Transactional Agreements, and the consummation of the transactions contemplated Exchange, by this AgreementENMI will not, will directly or indirectly (with or without notice or lapse of time): (a) Contravenecontravene, conflict with or result in a material violation of (i) any of the provisions of ParentENMI’s or Merger Sub’s Articles Certificate of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s ENMI Board or any committee thereof or the stockholders or Parent’s or Merger Sub’s board of directorsENMI; (b) Contraveneto the knowledge of ENMI, contravene, conflict with or result in a material violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement Exchange or to exercise any remedy or obtain any relief under, any Legal Requirement legal requirement or any order, writ, injunction, judgment or decree Order to which Parent or Merger Sub, ENMI or any of the material assets owned or used by Parent or Merger Sub, is it are subject; (c) Contraveneto the knowledge of ENMI, cause any material assets owned or used by ENMI to be reassessed or revalued by any taxing authority or other Governmental Body; (d) to the knowledge of ENMI, contravene, conflict with 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 Parent or Merger Sub ENMI or that otherwise relates to Parent’s or Merger SubENMI’s business or to any of the material assets owned or used by themENMI, where such contraventions, conflict, violation, revocation, withdrawal, suspension, cancellation, termination or modification would have a Material Adverse Effect on ENMI; (de) Contravenecontravene, conflict with or result in a material violation or material breach of, or result in a material default under, any provision of any material Contract, or Contract to which ENMI is a party; (f) give any Person the right to (i) declare a default any payment by ENMI or exercise give rise to any remedy under any material Contractacceleration or change in the award, (ii) accelerate the maturity grant, vesting or performance determination of options, warrants, rights, severance payments or other contingent obligations of any material Contract, or (iii) cancel, terminate or modify nature whatsoever of ENMI in favor of any material ContractPerson, in each any such case to which Parent or Merger Sub is as a party or by which Parent or Merger Sub is boundresult of the Exchange; or (eg) Result result in the imposition or creation of any lien or other Encumbrance material Lien upon or with respect to any material asset owned or used by Parent or Merger Sub, 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 Parent or Merger SubENMI. Except for Consents, filings or notices required under the state and federal securities laws or any other laws or regulations or as set forth otherwise contemplated in Schedule 3.3this Agreement and the other Transactional Agreements, neither Parent nor Merger Sub is ENMI 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 this Agreement and the other Transactional Agreements or the consummation or performance of this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementExchange.

Non-Contravention; Consents. Except as set forth in Part 3.3 of the Parent Disclosure Schedule 3.3and except as contemplated by Section 4.4, neither (1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (2) 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 Parent’s 's or Merger Sub’s Articles 's Certificate of Incorporation or Bylawsbylaws, or (ii) any resolution adopted by the Parent’s stockholders or Parent’s 's or Merger Sub’s 's shareholders, the Parent's or Merger Sub's board of directors or any committee of the Parent's or Merger Sub's board of directors; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 the Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, Sub 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, of any Governmental Authorization that is held by the Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s the business or to any of the properties or assets owned or used by themthe Parent or Merger Sub which, in any event, would have an effect on the ability of the Parent or Merger Sub to consummate the Merger or the other transactions contemplated hereby; (d) Contraveneexcept as would not have a Material Adverse Effect on the Parent, contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any Parent material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any material Contract, (ii) accelerate the maturity or performance of any material Contract, or (iii) cancel, terminate or modify any material Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent or Merger Sub, 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 Parent or Merger Subcontract. Except as set forth in Schedule 3.3Part 3.3 of the Parent Disclosure Schedule, neither of the Parent nor or Merger Sub 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 by Parent or Merger Sub of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation by Parent or Merger Sub of the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Except (a) Assuming that all of the consents, approvals, orders, authorizations, registrations and declarations referred to in clause (i), (ii) and (iii) of Section 3.4(b) have been made or obtained, as applicable, and except as set forth in on Schedule 3.33.4(a), neither the execution, delivery or and performance of this Purchase Agreement nor by Seller and the Collateral Agreements by Seller or any Seller Subsidiary that is a party thereto and the consummation of the transactions contemplated by this Agreementhereby and thereby do not and will not: (i) result in a breach or violation of any provision of Seller's or the applicable Seller Subsidiary's charter, will directly bylaws or indirectly similar organizational documents, (with or without notice or lapse of time): (aii) Contravene, conflict with violate or result in a violation breach of (i) or constitute an occurrence of default under any of the provisions of Parent’s or Merger Sub’s Articles of Incorporation or Bylawsprovision of, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; (b) Contravene, conflict with or result in a violation ofthe acceleration or cancellation of any obligation under, or give rise to a right by any Governmental Body party to terminate or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief amend its obligations under, any Legal Requirement mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, Agreement, instrument or any order, writ, injunction, judgment other arrangement or decree commitment to which Parent Seller or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, 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 Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s business or to any of the assets owned or used by them; (d) Contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any material Contract, (ii) accelerate the maturity or performance of any material Contract, or (iii) cancel, terminate or modify any material Contract, in each case to which Parent or Merger Sub applicable Seller Subsidiary is a party or by which Parent it is bound and which is used or Merger Sub is bound; or (e) Result held for use primarily in the imposition operation or creation conduct of the Business or the Purchased Assets or (iii) violate any order, judgment, decree, rule or regulation of any lien Governmental Body having jurisdiction over Seller, a Seller Subsidiary or the Purchased Assets other Encumbrance upon or with respect to any asset owned or used by Parent or Merger Sub, except for minor liens that will notthan, in the case of clauses (ii) and (iii), any case such violations, breaches, defaults, accelerations, cancellations of obligations or rights that arise otherwise and, individually or in the aggregate, materially detract from the value of the assets subject thereto do not have and would not reasonably be expected to have a Seller Material Adverse Effect. (b) No consent, approval, order or materially impair the operations of Parent authorization of, or Merger Sub. Except as set forth in Schedule 3.3registration, neither Parent nor Merger Sub declaration or filing with, any Person is required to make any filing with be obtained by Seller or give any notice to, or to obtain any Consent from, any Person a Seller Subsidiary in connection with (x) the execution, execution and delivery or performance of this Agreement, Purchase Agreement or (y) the Collateral Agreements to which Seller or such Seller Subsidiary will be a party or for the consummation of the Merger transactions contemplated hereby or thereby by Seller or such Seller Subsidiary, except for (i) any filings required to be made under the HSR Act and any applicable filings required under foreign Competition Laws, (ii) those set forth on Schedule 3.4(b)(ii) (items (i) and (ii) being referred to herein as the "Required Consents"), (iii) consents or approvals of Third Parties that are required to transfer or assign to Buyer any Purchased Assets or assign the benefits of or delegate performance with regard thereto, including all consents and approvals of Third Parties necessary to effect the transfer of the other transactions contemplated by this AgreementReal Property from Seller to Buyer, including landlord and sublandlord consents to assignment of the Leased Premises and governmental approvals necessary to effect the transfer of the Transferred Premises, and (iv) such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the aggregate, does not have and would not reasonably be expected to have a Seller Material Adverse Effect.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither Neither (1) the execution, delivery or performance of this Agreement or any of the other contracts referred to in this Agreement, nor (2) the consummation of the transactions contemplated by this Agreement, Merger will directly or indirectly (with or without notice or lapse of time): (a) Contravenecontravene, conflict with or result in a violation of of: (i) any of the provisions of the certificate of incorporation or bylaws of Parent’s or Merger Sub’s Articles of Incorporation or Bylaws, ; or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s the stockholders, the board of directorsdirectors or any committee of the board of directors of Parent; (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 transactions contemplated by this Agreement other 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 Parent or Merger Subthe Parent, or any of the assets owned or used by Parent or Merger Subthe Parent, 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 Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s the business of any of the Parent or to any of the assets owned or used by themany of the Parent; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material ContractParent Material contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any material Contract, such contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such contract; (iii) accelerate the maturity or performance of any material Contract, such Parent Material contract; or (iiiiv) cancel, terminate or modify any material Contractright, in each case to which benefit, obligation or other term of such Parent or Merger Sub is a party or by which Parent or Merger Sub is boundMaterial 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 Parent or Merger Sub, (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 Parent or Merger Subany of the Parent). Except as set forth in Schedule 3.3may be required by the Securities Act, neither Exchange Act, the NRS and the rules and regulations of OTCBB, Parent nor Merger Sub is 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 (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither Neither (1) the execution, delivery or performance by Parent of this Agreement nor the consummation of the transactions contemplated by this Agreement, nor (2) the consummation by Parent and Merger Sub of the Merger 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 Parent’s the certificate of incorporation or bylaws of Parent or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders the stockholders, the board of directors or Parent’s any committee of the board of directors of Parent or Merger Sub’s board of directors; ; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent or Merger SubParent, or any of the assets owned or used by Parent, is subject (it being understood that no representation or warranty is being made by Parent or Merger Sub, is subject; Sub regarding compliance with any federal or state antitrust or fair trade law or any other similar Legal Requirement); (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 Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s the business of Parent or to any of the assets owned or used by them; Parent; (d) Contravenecontravene, conflict with or result in a material violation or breach by Parent or Merger Sub of, or result in a material default by Parent or Merger Sub under, any provision of any material ContractContract to which Parent or Merger Sub is a party, or give any Person the right to (i) declare a default or exercise any remedy under any such material Contract, (ii) accelerate the maturity or performance of any such material Contract, or (iii) cancel, terminate or modify any term of such material Contract, in each case except for any default, acceleration, cancellation, termination or modification which has not had and would not reasonably be expected to which Parent have a Material Adverse Effect on Parent; or Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent or Merger Sub, (except for minor liens Encumbrances that will would not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Merger SubParent). Except as set forth in Schedule 3.3may be required by the Securities Act, neither the Exchange Act, state securities or "blue sky" laws, the DGCL, the HSR Act, the NASD Bylaws (as they relate to the S-4 Registration Statement and the Prospectus/Proxy Statement) and the rules and regulations of the NYSE (as they relate to the S-4 Registration Statement and the Prospectus/Proxy Statement), Parent nor Merger Sub is 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, Agreement or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementMerger.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither Neither (1) the execution, delivery or performance of this Agreement Agreement, nor (2) the consummation of the transactions contemplated by this Agreement, Merger or any of the other Contemplated Transactions will directly or indirectly (with or without notice or lapse of time): (a) Contravenecontravene, conflict with or result in a violation of of: (i) any of the provisions of Parent’s the certificate of incorporation or bylaws of Parent or Merger Sub’s Articles of Incorporation or Bylaws, ; or (ii) any resolution adopted by Parent’s stockholders the stockholders, the board of directors or Parent’s any committee of the board of directors of Parent or Merger Sub’s board of directors; (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 transactions contemplated by this Agreement other 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 Parent or Merger SubParent, or any of the assets owned or used by Parent or Merger SubParent, 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 Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s the business of Parent or to any of the assets owned or used by themParent (including the Merger Sub); (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material ContractContract to which Parent is a party or by which it is otherwise bound, or give any Person the right to to: (i) declare a default or exercise any remedy under any such material Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such material Contract; (iii) accelerate the maturity or performance of any such material Contract, ; or (iiiiv) cancel, terminate or modify any right, benefit, obligation or other term of such material Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent or Merger Sub, (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 Parent or Merger Subthereto). Except as set forth in Schedule 3.3may be required by the Securities Act, Exchange Act, the DGCL and the Israeli Companies Law, neither Parent nor Merger Sub 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 (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither Neither the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor 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 Parent’s 's or Merger Sub’s Articles 's certificate of Incorporation incorporation or Bylawsbylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s 's or Merger Sub’s 's stockholders or board of directors or committee of such board of directors; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; (c) Contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body governmental authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization material governmental authorization that is held by Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s 's business or to any of the assets owned or used by themParent; (dc) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Contractcontract of Parent or Merger Sub, or give any Person the right to (i) declare a default or exercise any remedy under any such material Contractcontract, (ii) accelerate the maturity or performance of any such material Contractcontract, or (iii) cancel, terminate or modify any such material Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is boundcontract; or (ed) Result result in the imposition or creation of any lien or other Encumbrance encumbrance upon or with respect to any asset owned or used by Parent or Merger Sub, Sub (except for minor liens and 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 Parent or Merger Sub. Except as set forth in Schedule 3.3, neither Parent nor Merger Sub is 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 (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement).

Non-Contravention; Consents. Except as set forth in Schedule 3.3Part 2.28 of the Disclosure Schedule, neither the executionexecution and delivery of any of the Transactional Agreements, delivery nor the consummation or performance of this Agreement nor the consummation any of the transactions contemplated by this AgreementTransactions, 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 Parent’s MS's articles of incorporation or Merger Sub’s Articles of Incorporation or Bylawsbylaws, or (ii) any resolution adopted by Parent’s stockholders MS's shareholders, MS's board of directors or Parent’s or Merger Sub’s any committee of MS's board of directors; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent MS or Merger Subany of the Selling Shareholders, or any of the assets owned or used by Parent or Merger SubMS, is subject; (c) Contravenecause MS, 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 MS 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 Parent MS or Merger Sub any of its employees or that otherwise relates to Parent’s or Merger Sub’s MS's business or to any of the assets owned or used by themMS; (df) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material MS Contract other than an Excluded Contract, or ; (g) give any Person the right to (i) declare a default or exercise any remedy under any material MS Contract (other than an Excluded Contract), (ii) accelerate the maturity or performance of any material MS Contract (other than an Excluded Contract), or (iii) cancel, terminate or modify any material MS Contract (other than an Excluded Contract); (h) contravene, conflict with or result in each case a violation or breach of or a default under any provision of, or give any Person the right to declare a default under, any Contract to which Parent or Merger Sub any of the Selling Shareholders is a party or by which Parent or Merger Sub any of the Selling Shareholders is bound; or (ei) Result result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by Parent or Merger Sub, 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 Parent or Merger SubMS. Except as set forth in Schedule 3.3Part 2.28 of the Disclosure Schedule, neither Parent MS nor Merger Sub any of the Selling Shareholders 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 (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementTransactions.

Non-Contravention; Consents. Except as set forth in Schedule 3.3Assuming compliance with the applicable provisions of the DGCL and obtaining the Parent Stockholder Consent, neither (1) the execution, execution and delivery or performance of this Agreement by Parent, nor (2) the consummation of the transactions contemplated by this AgreementMerger or any of the other Contemplated Transactions, will would reasonably be expected to, directly or indirectly (with or without notice or lapse of time): (a) Contravenecontravene, conflict with or result in a violation of of: (i) any of the provisions of Parent’s the certificate of incorporation, bylaws or Merger Sub’s Articles other charter or organizational documents of Incorporation or Bylaws, any of the Parent Entities; or (ii) any resolution adopted by Parent’s stockholders the stockholders, the Board of Directors or Parent’s or Merger Sub’s board any committee of directorsthe Board of Directors of any of the Parent Entities; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent or Merger SubEntities, or any of the assets owned or used by any of the Parent or Merger SubEntities, 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 Parent or Merger Sub Entities or that otherwise relates to Parent’s or Merger Sub’s the business of any of the Parent Entities or to any of the assets owned or used by themany of the Parent Entities; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Parent Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any material such Parent Material Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Parent Material Contract; (iii) accelerate the maturity or performance of any material such Parent Material Contract, ; or (iiiiv) cancel, terminate or modify any material right, benefit, obligation or other term of such Parent Material Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; or; (e) Result result in the imposition or creation of any lien or other Encumbrance upon or with respect to any tangible asset owned or used by any of the Parent or Merger Sub, Entities (except for minor liens that will not, in any case or the Parent Permitted Encumbrances; or (f) result in the aggregatedisclosure or delivery to any escrowholder or other Person of any material Parent IP (including Parent Source Code), materially detract from or the value transfer of any asset of any of the assets subject thereto or materially impair the operations of Parent or Merger SubEntities to any Person. Except as set forth in Schedule 3.3may be required by the Securities Act, neither state securities laws, the Exchange Act, FINRA, and the DGCL, none of the Parent nor Merger Sub 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 (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither Neither the execution, delivery or performance of this Agreement by Parent or Merger Sub, nor the consummation of the transactions contemplated Merger or any of the other Contemplated Transactions by this AgreementParent or Merger Sub, 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 Parent’s the certificate of incorporation, bylaws or other charter or organizational documents of either Parent or Merger Sub’s Articles of Incorporation or Bylaws, Sub or (ii) any resolution adopted by Parent’s stockholders of the provisions of the certificate of incorporation, bylaws or Parent’s other charter or Merger Sub’s board organizational documents of directors; any other Parent Entity; or (b) Contravene, contravene or conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, Entity is subject; , (c) Contravenecontravene or conflict with, conflict with or result in a violation of 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 Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s business or to any of the assets owned or used by them; Parent Entities; (d) Contravenecontravene or conflict with, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material ContractContract to which any of the Parent Entities is a party, or give any Person the right to (i) declare a default or exercise any remedy under any such material Contract, (ii) accelerate the maturity or performance of any such material Contract, Contract or (iii) cancel, terminate or modify in any material respect any term of such material Contract, in each case to which Parent ; or Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent or Merger SubEntities (except for Permitted Encumbrances), except with respect to clauses “(a)(ii)” through “(e)” above, for minor liens that will notany such contraventions, in any case conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Merger Subwould not reasonably be expected to have a Material Adverse Effect on Parent. Except as set forth in Schedule 3.3may be required by the Securities Act, neither the Exchange Act, state securities or “blue sky” laws, the DGCL, the HSR Act, any other Antitrust Law or the NYSE Rules and listing standards, none of the Parent nor Merger Sub 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 (x) the execution, delivery or performance by Parent or Merger Sub of this Agreement, Agreement or (y) the consummation of the Merger or any of the other transactions contemplated Contemplated Transactions by this AgreementParent or Merger Sub, except where the failure by the applicable Parent Entity 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 Parent.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither Neither: (1) the execution, delivery or performance of this Agreement or any of the other agreements, documents or instruments referred to in this Agreement; nor (2) the consummation of the transactions contemplated by this AgreementTransactions or any such other agreement, document or instrument, 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 any Charter Documents; or (ii) any resolution adopted by the stockholders, board of directors (or similar body) or any committee of the board of directors (or similar body) of the Seller; (b) contravene, conflict with or result in a violation of (i) any of the provisions of Parent’s or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; (b) Contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent or Merger Subthe Seller, or any of the assets owned or used by Parent or Merger SubTransferred Assets, 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 Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s business or to any of the assets owned or used by them; (d) Contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material ContractSeller Contract included in the Transferred Assets, or give any Person the right to to: (i) declare a default or exercise any remedy under any material such Seller Contract, ; (ii) accelerate the maturity or performance of any material such Seller Contract, ; or (iii) cancel, terminate or modify any material such Seller Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; or (ed) Result result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by Parent or Merger Sub, 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 Parent or Merger Subthe Seller). Except as set forth in Schedule 3.3Part 2.13 of the Seller Disclosure Schedule, neither Parent nor Merger Sub the Seller is not and the 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: (xA) the execution, delivery or performance of this Agreement, or (y) the consummation of the Merger Agreement or any of the other transactions contemplated by agreements referred to in this Agreement; or (B) the consummation of any of the Transactions.

Non-Contravention; Consents. Except as set forth in Schedule 3.3Assuming compliance with the applicable provisions of the Utah Revised Business Corporation Act and the NRS, neither (1) the execution, execution and delivery or performance of this Agreement by Parent, nor (2) the consummation of the transactions contemplated by this AgreementMerger or any of the other Contemplated Transactions, will would reasonably be expected to, directly or indirectly (with or without notice or lapse of time): (a) Contravenecontravene, conflict with or result in a violation of of: (i) any of the provisions of Parent’s the articles of incorporation, bylaws or Merger Sub’s Articles other charter or organizational documents of Incorporation or Bylaws, any of the Parent Entities; or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s the stockholders, the board of directorsdirectors or any committee of the board of directors of any of the Parent Entities; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent or Merger SubEntities, or any of the assets owned or used by any of the Parent or Merger SubEntities, 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 Parent or Merger Sub Entities or that otherwise relates to Parent’s or Merger Sub’s the business of any of the Parent Entities or to any of the assets owned or used by themany of the Parent Entities; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Parent Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any material such Parent Material Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Parent Material Contract; (iii) accelerate the maturity or performance of any material such Parent Material Contract, ; or (iiiiv) cancel, terminate or modify any material right, benefit, obligation or other term of such Parent Material Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; or; (e) Result result in the imposition or creation of any lien or other Encumbrance upon or with respect to any tangible asset owned or used by any of the Parent or Merger Sub, Entities (except for the 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 Parent Entities taken as a whole); or (f) result in the disclosure or Merger Subdelivery 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 Parent Entities to any Person. Except as set forth in Schedule 3.3may be required by the Securities Act, neither state securities laws, the Exchange Act, FINRA and the URBCA, none of the Parent nor Merger Sub 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 (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither the (a) The execution, delivery or and performance of this Agreement nor and each Other Transaction Agreement to which Parent and Buyer is or shall be a party, and the consummation of the transactions contemplated hereby and thereby, by this AgreementParent and Buyer, will directly as applicable, does not and shall not (i) contravene, conflict with or indirectly result in any violation or breach of any of the provisions of the Organizational Documents of Parent or Buyer, (ii) subject to making or obtaining, as applicable, the Consents and Filings described in Section 4.3(b), contravene, conflict with or result in any violation or breach of any Law or (iii) require any Consent of or Filing with or to 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): (atime or both would become a default) Contravene, conflict with or result in the loss of a violation of (i) any of the provisions of Parent’s or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; (b) Contravene, conflict with benefit or result in a violation 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 Parent or Buyer, or result in the right to challenge creation of a Lien on any asset of the transactions contemplated by this Agreement Parent or to exercise any remedy or obtain any relief Buyer, under, any Legal Requirement or any order, writ, injunction, judgment or decree (1) Contract to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, 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 Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s business or to any of the assets owned or used by them; (d) Contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any material Contract, (ii) accelerate the maturity or performance of any material Contract, or (iii) cancel, terminate or modify any material Contract, in each case to which Parent or Merger Sub Buyer is a party or by which Parent or Merger Sub is bound; or Buyer or any of their respective properties or assets are bound or (e2) Result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used Permit held by Parent or Merger SubBuyer or pursuant to which Parent or Buyer or any of their respective properties or assets are subject , except for minor liens that will notexcept, in any the case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair foregoing clauses (i) and (ii), as would not result in a material adverse effect on the operations ability of Parent or Merger Sub. Except as set forth in Schedule 3.3, neither Buyer to comply with its obligations under this Agreement. (b) None of Parent nor Merger Sub or Buyer is 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 (y) any Other Transaction Agreement to which Parent or Buyer is or shall be a party or the performance and consummation by Parent and Buyer of the Merger or any of the other transactions contemplated by this AgreementAgreement or any Other Transaction Agreement to which Parent or Buyer is or shall be a party, except any Filing with the SEC of such reports under, and such other compliance with, the Exchange Act or the Securities Act, and the rules and regulations of the SEC promulgated thereunder, as may be required in connection with this Agreement or the Acquisition.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither Neither (1) the execution, delivery or performance of this Agreement Agreement, nor (2) the consummation of the transactions contemplated by this Agreement, Merger or any of the other Contemplated Transactions will directly or indirectly (with or without notice or lapse of time): (a) Contravenecontravene, conflict with or result in a violation of of: (i) any of the provisions of Parent’s the certificate of incorporation or bylaws of Parent or Merger Sub’s Articles of Incorporation or Bylaws, ; or (ii) any resolution adopted by Parent’s stockholders the stockholders, the board of directors or Parent’s any committee of the board of directors of Parent or Merger Sub’s board of directors; (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 transactions contemplated by this Agreement other 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 Parent or Merger SubParent, or any of the assets owned or used by Parent or Merger SubParent, 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 Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s the business of Parent or to any of the assets owned or used by themParent; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material ContractContract to which Parent is a party or by which it is otherwise bound, or give any Person the right to to: (i) declare a default or exercise any remedy under any such material Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such material Contract; (iii) accelerate the maturity or performance of any such material Contract, ; or (iiiiv) cancel, terminate or modify any right, benefit, obligation or other term of such material Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent or Merger Sub, (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 thereto). (f) except as may be required by the operations of Parent or Merger Sub. Except as set forth in Schedule 3.3Securities Act, Exchange Act, the NRS and the DGCL, neither Parent nor Merger Sub 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 (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither Neither (a) the execution, delivery or performance of this Agreement or any of the Related Agreements, nor (b) 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 Parent’s or Merger Sub’s Articles certificate of Incorporation incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directorsbylaws; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or any of the Related Agreements or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which Parent or Merger Subany Parent Subsidiary, or any of the assets owned or used by Parent or Merger Subany Parent Subsidiary, is subject;; or (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 Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s business or to any of the assets owned or used by them; (d) Contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Parent Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such material Parent Contract, (ii) accelerate the maturity or performance of any such material Parent Contract, or (iii) cancel, terminate or modify any such material Parent Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; orand (ed) Result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by except as otherwise contemplated herein, Parent or Merger Sub, 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 Parent or Merger Sub. Except as set forth in Schedule 3.3, neither Parent nor Merger Sub is not required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (xy) the Parent’s execution, delivery or performance of this AgreementAgreement or any of the Related Agreements, or (yz) the consummation by Parent of the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither Neither the execution, delivery or performance of this Agreement nor 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 Parent’s the Parent Organization Documents or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders the stockholders, the Board of Directors or Parent’s or Merger Sub’s board any committee of directorsthe Board of Directors of any of the XXXX Corporations; (b) Contravenesubject to such filings, if any, as may be required pursuant to the 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 order, writ, injunction, judgment or decree Order to which Parent or Merger Subany of the XXXX Corporations, or any of the material assets owned or used by Parent or Merger Subany of the XXXX Corporations, 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 material Governmental Authorization that is held by Parent or Merger Sub any of the XXXX Corporations or that is otherwise relates material to Parent’s or Merger Sub’s the business of any of the XXXX Corporations or to any of the assets owned or used by them;any of the XXXX Corporations; or (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material ContractParent Material Contract (except for any such violation or breach which by its terms can be cured and is so cured within the applicable cure period or where the non-breaching party has no right to accelerate or terminate as a result of such violation or breach), or give any Person the right to (i) declare a default or exercise any remedy under any material Parent Material Contract, (ii) accelerate the maturity or performance of any material Parent Material Contract, or (iii) cancel, terminate or modify any material Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; or (e) Result in the imposition or creation term of any lien or other Encumbrance upon or with respect to any asset owned or used by Parent or Merger Sub, 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 Parent or Merger SubMaterial Contract. Except as set forth in Schedule 3.3may be required by the Exchange Act, neither the DGCL and the rules and regulations of the Nasdaq (as such rules and regulations relate to the Registration Statement and the Proxy Statement) and such filings as may be required pursuant to the HSR and except for any Consent required under any Parent nor Merger Sub Material Contract, none of the 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 in connection with (x) the execution, delivery or performance of 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 XXXX Corporations.

Non-Contravention; Consents. Except as set forth (a) The execution, delivery and performance of this Agreement by Buyer and Parent and, assuming that all Buyer Required Consents listed in Schedule 3.34.3(b) have been obtained or made, neither the consummation by Buyer of the transactions contemplated hereby, and the execution, delivery or and performance of this the Collateral Agreements by Buyer and the consummation by Buyer of the transactions contemplated thereby, do not and will not: (i) conflict with or result in a breach or violation of any provision of the Certificate of Formation or Operating Agreement nor of Buyer or the Certificate of Incorporation or By-Laws of Parent, as applicable; (ii) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, contract, agreement, instrument, order, judgment, decree or other arrangement or commitment to which Buyer or Parent, as applicable, is a party or by which it or its assets or properties are bound, or result in the creation of any Encumbrance upon any of its assets or properties, which violation, breach, default or Encumbrance would individually or in the aggregate be material, or (iii) violate any material Law of any Governmental Body having jurisdiction over Buyer or Parent or any of their respective properties, which violation would individually or in the aggregate be material to Buyer or materially impair, delay or prevent the consummation of the 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 Parent’s or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors;hereby. (b) ContraveneExcept as set forth on Schedule 4.3(b), conflict with no consent, approval, order or result in a violation authorization of, or give registration, declaration or filing with, any Person (including any Governmental Body Body) is required to be obtained by Buyer or other Person Parent in connection with the right execution and delivery of this Agreement and the Collateral Agreements to challenge any which Buyer will be a party or the consummation by Buyer and Parent of the transactions contemplated by this Agreement hereby or to exercise thereby that has not been obtained, other than any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, 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 Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s business or to any of the assets owned or used by them; (d) Contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any material Contract, (ii) accelerate the maturity or performance of any material Contract, or (iii) cancel, terminate or modify any material Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent or Merger Sub, 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 Parent or Merger Sub. Except as set forth in Schedule 3.3, neither Parent nor Merger Sub is filings required to make any filing with or give any notice tobe made under the HSR Act (such scheduled consents, or approvals, orders, authorizations, registrations, declarations and filings being referred to herein collectively as the "Buyer Required Consents"), and other than such consents the failure to obtain any Consent fromwhich would not materially impair, any Person in connection with (x) the execution, delivery delay or performance of this Agreement, or (y) prevent the consummation of the Merger or any of the other transactions contemplated by this Agreementhereby.

Non-Contravention; Consents. Except as set forth in Schedule 3.3Subject to obtaining the Required Parent Stockholder Vote and the filing of the Certificate of Merger required by the DGCL and any filings under the HSR Act, neither (x) the execution, delivery or performance of this Agreement by Parent or Merger Sub, nor (y) the consummation of the transactions contemplated by this AgreementContemplated Transactions, 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 Parent’s the Organizational Documents of Parent or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or or, to the Knowledge of Parent, other Person the right to challenge any of the transactions contemplated by this Agreement Contemplated Transactions 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 Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject, except as would not reasonably be expected to be material to Parent or its business; (c) Contraveneto the Knowledge of Parent, 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 Parent, except as would not reasonably be expected to be material to Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s business or to any of the assets owned or used by themits business; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Parent Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any material Parent Material Contract, ; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Parent Material Contract; (iii) accelerate the maturity or performance of any material Parent Material Contract, ; or (iiiiv) cancel, terminate or modify any material term of any Parent Material Contract, except in each the case to which Parent of any non-material breach, default, penalty or Merger Sub is a party or by which Parent or Merger Sub is boundmodification; or (e) Result result in the imposition or creation of any lien or other Encumbrance upon or with respect to any material asset owned or used by Parent or Merger Sub, (except for minor liens that will not, in Permitted Encumbrances). 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 Parent Disclosure Schedule under any Parent Contract, (ii) the operations Required Parent Stockholder Vote, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) the filing of an amendment to Parent’s certificate of incorporation to effect the Reverse Split (to the extent applicable) and the Corporate Name Change, (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws and (v) any filings required by the HSR Act, Parent or Merger Sub. Except as set forth in Schedule 3.3, neither Parent nor Merger Sub is 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 (y) the consummation of the 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 Parent and Merger Sub to consummate the Contemplated Transactions. The Parent Board and the Merger Sub Board have taken and will take 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. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement or any of the other Contemplated Transactions. Parent is not included within a “person” (as defined in 16 C.F.R. § 801.1(a)(1)) that has one hundred and sixty one million, five hundred thousand dollars ($161,500,000) or more of total assets or annual net sales, in each case as determined in accordance with 16 C.F.R. § 801.11. Prior to the execution of the Parent Stockholder Support Agreements, the Parent Board approved the Parent Stockholder Support Agreements and the transactions contemplated by this Agreementthereby.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither Neither (a) the execution, delivery or performance of this Agreement or any of the Related Agreements, nor (b) the consummation of the Merger or any of the other transactions contemplated by this Agreement, Agreement or any of the Related Agreements 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 Parent’s certificate of incorporation or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directorsbylaws; (b) Contravenesubject to obtaining the Consents and making the filings and giving the notices set forth in Part 3.10 of the Parent Disclosure Schedule, contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or any of the Related Agreements or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree Order of any Governmental Body to which Parent or Merger Subany Parent Subsidiary, or any of the assets owned or used by Parent or Merger Subany Parent Subsidiary, is subject; (c) Contravenesubject to obtaining the Consents and making the filings and giving the notices set forth in Part 3.10 of the Parent Disclosure Schedule, 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 Merger Sub any Parent Subsidiary or that otherwise relates to Parent’s or Merger Subany Parent Subsidiary’s business or to any of the material assets owned or used by themParent or any Parent Subsidiary; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, in any material respect, any provision of any material Parent Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such material Parent Contract, (ii) accelerate the maturity or performance of any such material Parent Contract, or (iii) cancel, terminate or modify any such material Parent Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent or Merger Sub, any Parent Subsidiary (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 Parent or Merger Subany Parent Subsidiary). Except as set forth for those filings, notices or Consents disclosed in Schedule 3.3Part 3.10 of the Parent Disclosure Schedule, neither Parent nor Merger Sub is and the Parent Subsidiaries are 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 (xy) the execution, delivery or performance of this AgreementAgreement or any of the Related Agreements, or (yz) the consummation of the Merger or any of the other transactions contemplated by this Agreement or any of the Related Agreements, except for any filings, consent or notices that, if not made or obtained, would not impair or reasonably be expected to impair in any material respect the ability of the parties to consummate the transactions contemplated by this Agreement.,

Non-Contravention; Consents. Except as set forth in Schedule 3.3(a) Assuming that all Required Consents have been obtained, neither the execution, delivery or and performance of this Agreement nor by Seller, and the Collateral Agreements by Seller or any Subsidiary that is a party thereto, and the consummation of the transactions contemplated by this Agreementhereby and thereby, do not and will directly or indirectly not: (with or without notice or lapse of time): (ai) Contravene, conflict with or result in a breach or violation of (i) any provision of the provisions of ParentSeller’s or Merger Subthe applicable Subsidiary’s Articles of Incorporation charter, by-laws or Bylawssimilar organizational documents, or (ii) violate, in any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; (b) Contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, 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 Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s business or to any of the assets owned or used by them; (d) Contravene, conflict with or result in a material violation or breach ofrespects, or result in a material breach of or constitute an occurrence of material default under any provision of, result in the acceleration or cancellation of any obligation under, give rise to any claim, or give rise to any right by any party to terminate or amend its obligations under, any provision mortgage, deed of any material Contracttrust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or give any Person the right to (i) declare a default other arrangement or exercise any remedy under any material Contract, (ii) accelerate the maturity or performance of any material Contract, or (iii) cancel, terminate or modify any material Contract, in each case commitment to which Parent Seller or Merger Sub the applicable Subsidiary is a party or by which Parent or Merger Sub it is bound; or , or (eiii) Result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by Parent or Merger Sub, except for minor liens that will notviolate, in any case material respect, any order, judgment, decree, rule or in regulation of any Governmental Body having jurisdiction over Seller, a Subsidiary or the aggregatePurchased Assets. (b) No consent, materially detract from the value of the assets subject thereto approval, order or materially impair the operations of Parent authorization of, or Merger Sub. Except as set forth in Schedule 3.3registration, neither Parent nor Merger Sub declaration or filing with, any Person is required to make any filing with be obtained by Seller or give any notice to, or to obtain any Consent from, any Person a Subsidiary in connection with (x) the execution, execution and delivery or performance of this Agreement, Agreement or (y) the Collateral Agreements to which Seller or such Subsidiary will be a party or for the consummation of the Merger or any of the other transactions contemplated hereby or thereby by this AgreementSeller or such Subsidiary, except for (i) consents or approvals of Third Parties set forth on Schedule 3.3(b) that are required to transfer or assign to Buyer any Purchased Assets or assign the benefits of or delegate performance with regard thereto, and (ii) those set forth on Schedule 8.2(h) (items (i) and (ii) being collectively referred to herein as the “Required Consents”).

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither Neither (A) the execution, delivery or performance of this Agreement or the Ancillary Agreements; nor (B) the consummation of the Merger or any of the other transactions contemplated by this AgreementAgreement or the Ancillary Agreements, will will, directly or indirectly (with or without notice or lapse of time): (a) Contravenecontravene, conflict with or result in a violation of of: (i) any of the provisions of Parent’s the Organizational Documents of Parent or Merger Sub’s Articles of Incorporation or Bylaws, ; or (ii) any resolution adopted by Parent’s the stockholders or Parent’s of Parent or Merger Sub’s , the board of directorsdirectors of Parent or Merger Sub or any committee of the board of directors of Parent or Merger Sub; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Order to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, 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 Parent or Merger Sub or that otherwise relates to Parent’s the business of Parent or Merger Sub’s business Sub or to any of the assets owned or used by them;Parent or Merger Sub; or (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material ContractContract of Parent or Merger Sub, or give any Person the right to to: (i) declare a default or exercise any remedy under any material such Company Contract, ; (ii) accelerate the maturity or performance of any material such Contract, ; or (iii) cancel, terminate or modify any material such Contract, in each case to which would result in a Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent or Merger Sub, 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 Parent or Merger SubMaterial Adverse Effect. Except as set forth in Schedule 3.3, neither Neither Parent nor Merger Sub is is, nor 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, Agreement or any of the Ancillary Agreements; or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementAgreement or the Ancillary Agreements; except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither Neither the execution, execution and delivery or performance of this Agreement by Parent and Merger Sub nor the consummation by Merger Sub of the transactions contemplated by this Agreement, Merger will directly or indirectly (with or without notice or lapse of time): (a) Contravenecontravene, conflict with or result in a violation any breach of (i) any provision of the provisions certificate of Parent’s incorporation or bylaws of Parent or the certificate of incorporation or bylaws of Merger Sub’s Articles Sub or of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s the stockholders, the board of directors; directors or any committee of the board of directors of Parent; (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 Parent or Merger SubParent, or any of the assets owned or used by Parent or Merger SubParent, 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 Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s business or to any of the assets owned or used by them; (d) Contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material ContractContract to which Parent is a party, or give any Person the right to (i) declare a default or exercise any remedy under any material Contract, such Contract to which Parent is a party; or (iid) accelerate the maturity result in a violation by Parent or performance Merger Sub of any material Contractorder, writ, injunction, judgment or (iii) cancel, terminate or modify any material Contract, in each case decree to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent or Merger Sub, 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 Parent or Merger Subsubject. Except as set forth in Schedule 3.3may be required by the Securities Act, neither the Exchange Act, state securities or "blue sky" laws, the Delaware General Corporation Law, the HSR Act, any foreign antitrust law or regulation and the NASD Bylaws (as they relate to the S-4 Registration Statement and the Joint Proxy Statement), Parent nor Merger Sub is 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, Agreement by Parent or (y) Merger Sub or the consummation by Merger Sub of the Merger or any of the other transactions contemplated by this AgreementMerger.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither Neither (1) the execution, delivery or performance of this Agreement the Agreement, nor (2) the consummation by the Parent of the transactions contemplated by this the 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 Parent’s the articles or Merger Sub’s Articles certificate of Incorporation incorporation, bylaws or Bylawsother charter or organizational documents of the Parent or the ExchangeCo, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s the shareholders, the board of directorsdirectors or any committee of the board of directors of the Parent or the ExchangeCo; (b) Contravenesubject to obtaining the Consents set forth in Section 9.3 of the Agreement, contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent or Merger Subthe Parent, or any of the assets owned or used by Parent or Merger Subthe Parent, 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 the Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s the business of the Parent or to any of the assets owned or used by themthe Parent; (d) Contraveneto the knowledge of the Parent and the ExchangeCo, contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any material Contract, (ii) accelerate the maturity or performance of any material Contract, or (iii) cancel, terminate or modify any material Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is boundcontract; or (e) Result in result in, or increase the imposition likelihood of, the disclosure or creation delivery to any escrowholder or other Person of any lien or other Encumbrance upon or with respect material asset of the Parent to any asset owned or used by Parent or Merger Sub, 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 Parent or Merger SubPerson. Except as set forth in Schedule 3.3may be required by Applicable Securities Legislation, any other foreign law or regulation, neither of the Parent nor Merger Sub is or the ExchangeCo 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 Agreementthe Agreement by the Parent, or (y) the consummation by the Parent of the Merger or any of the other transactions contemplated by this the Agreement.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither the execution, The execution and delivery or performance of this Agreement nor by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement, Agreement will not 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 Parent’s the Organizational Documents of Parent or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s the stockholders or Parent’s the board of directors, or any committee thereof, of Parent or Merger Sub’s board of directors; (b) Contravenecontravene, 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 Parent Material Contract (including the Facility Agreement); or give any Person the right to (i) declare a default or exercise any remedy under the Parent Material Contract, or (ii) accelerate the maturity or performance in any material respect of any obligation under the Parent Material Contract; (c) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person Entity the right to challenge any of the transactions contemplated by this Agreement Merger or to exercise any remedy or obtain any relief under, any Legal Requirement or any orderOrder, writexcept (i) under applicable antitrust laws, injunctionand (ii) for conflicts or violations which would not, judgment individually or decree in the aggregate, reasonably be expected to which have a material adverse effect on Parent or Merger Sub, or any of ’s ability to consummate the assets owned or used by Parent or Merger Sub, is subjectMerger; (cd) Contravenecontravene, conflict with or result in a violation 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 material Governmental Authorization that is held by Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s the business or to of any of the assets owned or used by them; (d) Contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any material Contract, (ii) accelerate the maturity or performance of any material Contract, or (iii) cancel, terminate or modify any material Contract, in each case to which Parent or Merger Sub is a party or to any material assets owned or leased by which any of Parent or Merger Sub is bound; orSub; (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 Parent or Merger Sub, Sub (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 Parent or Merger SubSub to any Person. Except as set forth in Schedule 3.3may be required by the Exchange Act, the DGCL, or the antitrust or competition laws of foreign jurisdictions, neither Parent nor Merger Sub Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, consent from any Person at or prior to the Effective Time in connection with (x) the execution, execution and delivery of this Agreement by Parent or performance Merger Sub or the consummation by Parent or Merger Sub of any of the transactions contemplated by this Agreement, except where the failure to make any such filing or (y) the consummation of the obtain any such consent would not materially and adversely affect Parent’s or Merger or Sub’s ability to consummate any of the other transactions contemplated by this Agreement. No vote of Parent’s shareholders is necessary to adopt this Agreement or to approve any of the transactions contemplated by this Agreement.

Non-Contravention; Consents. Except as set forth in Schedule 3.3Part 3.7 of the Parent Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or any of the Transaction Documents, nor (2) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will directly Agreement or indirectly (with or without notice or lapse any of time):the Transaction Documents: (a) Contravenecontravene, conflict with or result in a violation of (i) any of the provisions of Parent’s the certificate or articles of incorporation, as applicable, or the bylaws of Parent or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or any of the Transaction Documents or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which Parent or Merger SubParent, any of its Subsidiaries, or any of the assets owned owned, used or used controlled by Parent or Merger Subits Subsidiaries, 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 Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s business or to any of the assets owned or used by them; (d) Contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Parent Contract, or give any Person the right to (i) declare a default or exercise any remedy under any material such Parent Contract, (ii) accelerate the maturity or performance of any material such Parent Contract, or (iii) cancel, terminate or modify any material such Parent Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; or (ed) Result result in the imposition or creation of any lien or other Encumbrance Lien upon or with respect to any asset owned or used by Parent Parent, or Merger Sub, its Subsidiaries (except for minor liens 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 Parent or Merger SubParent). Except as set forth in Schedule 3.3Part 3.7 of the Parent Disclosure Schedule, neither Parent nor Merger Sub no filing with, notice to or consent from any Person is 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 AgreementAgreement or any of the Transaction Documents, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.consummation

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither Neither (a) the execution, delivery or performance of this Agreement or any of the Related Agreements, nor (b) the consummation of the Merger or any of the other transactions contemplated by this Agreement, Agreement or any of the Related Agreements 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 Parent’s certificate of incorporation or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directorsbylaws; (b) Contravenesubject to obtaining the Consents and making the filings and giving the notices set forth in Part 3.10 of the Parent Disclosure Schedule, contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or any of the Related Agreements or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree Order of any Governmental Body to which Parent or Merger Subany Parent Subsidiary, or any of the assets owned or used by Parent or Merger Subany Parent Subsidiary, is subject; (c) Contravenesubject to obtaining the Consents and making the filings and giving the notices set forth in Part 3.10 of the Parent Disclosure Schedule, 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 Merger Sub any Parent Subsidiary or that otherwise relates to Parent’s or Merger Subany Parent Subsidiary’s business or to any of the material assets owned or used by themParent or any Parent Subsidiary; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, in any material respect, any provision of any material Parent Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such material Parent Contract, (ii) accelerate the maturity or performance of any such material Parent Contract, or (iii) cancel, terminate or modify any such material Parent Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent or Merger Sub, any Parent Subsidiary (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 Parent or Merger Subany Parent Subsidiary). Except as set forth for those filings, notices or Consents disclosed in Schedule 3.3Part 3.10 of the Parent Disclosure Schedule, neither Parent nor Merger Sub is and the Parent Subsidiaries are 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 (xy) the execution, delivery or performance of this AgreementAgreement or any of the Related Agreements, or (yz) the consummation of the Merger or any of the other transactions contemplated by this Agreement or any of the Related Agreements, except for any filings, consent or notices that, if not made or obtained, would not impair or reasonably be expected to impair in any material respect the ability of the parties to consummate the transactions contemplated by this Agreement, or otherwise individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parent.

Non-Contravention; Consents. Except as set forth in Schedule 3.3Part 4.17 of the Parent Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (2) 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 Parent’s the certificate of incorporation or bylaws (or similar organizational documents) of each of the Parent and Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s the stockholders or Parent’s or of each of the Parent and Merger Sub’s , the board of directorsdirectors of each of the Parent and Merger Sub or any committee of the board of directors of each of the Parent and Merger Sub; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 each of the Parent or and Merger Sub, or any of the assets owned or used by each of the Parent or and Merger Sub, 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 each of the Parent or and Merger Sub or that otherwise relates to Parent’s or the business of each of the Parent and Merger Sub’s business Sub or to any of the assets owned or used by themeach of the Parent and Merger Sub; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Parent or Merger Sub Contract, or give any Person the right to (i) declare a default or exercise any remedy under any material such Contract, (ii) accelerate the maturity or performance of any material such Contract, or (iii) cancel, terminate or modify any material such Contract, in each case to which Parent or Merger Sub is results in a party or by which Parent or Merger Sub is boundMaterial Adverse Effect; 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 each of the Parent or and Merger Sub, Sub (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 each of the Parent or and Merger Sub. Except as set forth in Schedule 3.3, neither Parent nor Merger Sub is 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 (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement).

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither Neither the execution, delivery or performance of this Agreement by Parent and Merger Sub nor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, will directly Merger or indirectly (with or without notice or lapse any of time):the other Contemplated Transactions will: (a) Contravene, conflict with or result in a violation of (i) any of the provisions of Parent’s or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; (b) Contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; (c) Contravenecontravene, conflict with or result in a violation of any of the terms provisions of the certificate of incorporation, memorandum of association, bylaws, shareholders agreement or requirements of, other charter or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by organizational documents of Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s business or to any of the assets owned or used by them; (db) Contravenecontravene, conflict with or result in a violation of any Law, Order or Governmental Authorization to which Parent, Merger Sub or any of their material Subsidiaries, or any of the material assets owned or used by Parent, Merger Sub or any of their material Subsidiaries, is subject; (c) contravene, conflict with or result in a violation or breach of, or result in a material default under, any provision of any material ContractContract to which Parent, Merger Sub or any of their material Subsidiaries is a party, or give any Person the right to to: (i) declare a default under or exercise terminate any remedy under any material such Contract, ; (ii) accelerate the maturity or performance of any material such Contract, ; or (iii) cancel, terminate or modify any material such Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is boundcase, in any material respect; or (ed) Result result in the imposition or creation of any lien or material Encumbrance (other Encumbrance than any Permitted Encumbrance) upon or with respect to any material asset owned or used by Parent any of Parent, Merger Sub or Merger Subtheir material Subsidiaries (except, except in the case of clauses “(b)” through “(d)” above, for minor liens any such contraventions, conflicts, violations, breaches, defaults, other occurrences or Encumbrances that will would not, in any case individually or in the aggregate, reasonably be expected to prevent, materially detract from the value of the assets subject thereto delay or materially impair the operations ability of Parent or Merger SubSub to consummate the Merger or any of the other Contemplated Transactions). Except as set forth may be required by the Securities Act, the Exchange Act, state securities or “blue sky” laws, the NYBCL, any applicable antitrust Law or the DPA and except for the notice required to be given to the DCSA and where the failure to make such filing, give notice or obtain consent would not, individually or in Schedule 3.3the aggregate, neither reasonably be expected to prevent, materially delay or materially impair the ability of Parent nor or Merger Sub to consummate the Merger or any of the other Contemplated Transactions, none of Parent, Merger Sub or their respective Subsidiaries is required to make any filing with or give any notice to, or to obtain any Consent from, any Person Governmental Body in connection with (x) the execution, delivery or performance of this Agreement, Agreement or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither Neither (1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (2) 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 Parent’s 's articles of incorporation or Merger Sub’s Articles of Incorporation or Bylawsbylaws, or (ii) any resolution adopted by the Parent’s stockholders 's shareholders, the Parent's board of directors or any committee of the Parent’s or Merger Sub’s 's board of directors; (b) Contraveneto the best knowledge of the Parent, contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent or Merger Sub, or any of the assets owned or used by Parent or Merger SubParent, 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 material Governmental Authorization that is held by the Parent or Merger Sub or that otherwise relates to the Parent’s or Merger Sub’s 's business or to any of the assets owned or used by themthe Parent; (d) Contravenecontravene, conflict with or result in a material violation or material breach of, or result in a material default under, any provision of any material Parent 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 material such Parent Contract, (ii) accelerate the maturity or performance of any material such Parent Contract, or (iii) cancel, terminate or modify any material such Parent Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent or Merger Sub, (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 Parent or Merger SubParent). Except as set forth in Schedule 3.3for documents required to be filed with the SEC, neither Parent nor Merger Sub is 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 AgreementAgreement other than the filing of a Certificate of Merger with the Secretary of State of Delaware and the Secretary of State of Colorado.

Non-Contravention; Consents. Except as set forth in Schedule 3.3Subject to obtaining the Required Parent Stockholder Vote and the filing of the Certificate of Merger required by the DGCL, neither (x) the execution, delivery or performance of this Agreement by Parent or Merger Sub, nor (y) the consummation of the transactions contemplated by this AgreementContemplated Transactions, 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 Parent’s the Organizational Documents of Parent or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement Contemplated Transactions 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 Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject, except as would not reasonably be expected to be material to Parent or its business; (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 Parent, except as would not reasonably be expected to be material to Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s business or to any of the assets owned or used by themits business; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Parent Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any material Parent Material Contract, ; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Parent Material Contract; (iii) accelerate the maturity or performance of any material Parent Material Contract, ; or (iiiiv) cancel, terminate or modify any material term of any Parent Material Contract, except in each the case to which Parent of any non-material breach, default, penalty or Merger Sub is a party or by which Parent or Merger Sub is boundmodification; 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 Parent or Merger Sub, (except for minor liens that will not, in Permitted Encumbrances). 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 Parent Disclosure Schedule under any Parent Contract, (ii) the operations Required Parent Stockholder Vote, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, Parent or Merger Sub. Except as set forth in Schedule 3.3, neither Parent nor Merger Sub is 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 (y) the consummation of the Contemplated Transactions (in each case other than pursuant to Parent Contracts that are not Parent Material Contracts). The Parent Board and the Merger Sub Board have taken and will take 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. 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. Except as set forth in Schedule 3.3Part 2.18 of the Disclosure Schedule, neither the executionexecution and delivery of any of the Transactional Agreements by Shareholder and the Seller, delivery or performance of this Agreement nor the consummation or performance by the Seller and Shareholder of any of the transactions contemplated by this AgreementTransactions, or the sale and assignment of the Purchased Assets to Purchaser, will directly or indirectly (with or without notice or lapse of time): (a) Contravenecontravene, conflict with or result in a violation of, the certificate of (i) any formation, operating agreement or other organizational documents of the provisions of Parent’s or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directorsSeller; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent or Merger Subthe Seller, or any of the assets owned or used by Parent or Merger Subof the Seller, is subject; (c) Contravenecause any of the Purchased Assets to be reassessed or revalued by any taxing authority or other Governmental Body; (d) 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 Purchased Assets or is held by Parent the Seller or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s business or to any employee of the assets owned or used by themSeller; (de) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Contract, or of Seller’s Contracts; (f) give any Person the right to (i) declare a default or exercise any remedy under any material Contractof Seller’s Contracts, (ii) accelerate the maturity or performance of any material Contract, or (iii) cancel, terminate or modify any material such Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; or (eg) Result result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by Parent or Merger Sub, 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 Parent or Merger SubPurchased Assets. Except as set forth in Schedule 3.3Part 2.18 of the Disclosure Schedule, neither Parent the Seller nor Merger Sub is the Shareholder was 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 (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementTransactions.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither Neither(1) the execution, delivery or performance of this Agreement or any of the other agreement, document or instrument referred to in or contemplated by this Agreement, nor (2) 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) Contravenecontravene, conflict with or result in a violation of (i) any of the provisions of Parentthe Acquired Corporation’s or Merger Sub’s Articles Certificate of Incorporation or Bylaws, including all amendments thereto, or (ii) any resolution adopted by Parentthe Stockholders or the Company’s stockholders or Parent’s or Merger Sub’s board Board of directorsDirectors; (b) Contravenecontravene, conflict with or result in a violation of, or give of any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any material Legal Requirement or any order, writ, injunction, judgment or decree to which Parent or Merger Subthe Acquired Corporation, or any of the assets owned or used by Parent or Merger Subthe Acquired Corporation, 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 Parent or Merger Sub the Acquired Corporation or that otherwise relates to Parent’s or Merger Subthe Acquired Corporation’s business or to any of the assets owned or used by themthe Acquired Corporation; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Acquired Corporation Contract, or give any Person the right to (i) declare a default or exercise any remedy under any material Acquired Corporation Contract, (ii) accelerate the maturity or performance of any material Acquired Corporation Contract, or (iii) cancel, terminate or modify any material Acquired Corporation Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent or Merger Sub, the Acquired Corporation (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 Parent or Merger Subthe Acquired Corporation). Except as set forth in Part 2.22 of the Disclosure Schedule 3.3and except for the filing of the Certificate of Merger with the Secretary of State of Delaware, neither Parent the Acquired Corporation is not now nor Merger Sub is 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 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. Except as set forth in Schedule 3.3, neither None of the execution, delivery or performance of this Agreement nor by Parent or Merger Sub or the consummation of the transactions contemplated by this Agreement, Merger or any of the other Contemplated Transactions 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 Parent’s the certificate of incorporation, memorandum of association, bye-laws or other charter or organizational documents of either Parent or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; ; (b) Contravene, contravene or 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 transactions contemplated by this Agreement other 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 Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; ; (c) Contravenecontravene or conflict with, conflict with or result in a violation of 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 Parent or Merger Sub or that otherwise relates to Parent’s the business of Parent or Merger Sub’s business Sub or to any of the assets owned or used by them; Parent or Merger Sub; (d) Contravenecontravene or conflict with, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material ContractContract of Parent or Merger Sub, or give any Person the right to (i) declare a default or exercise any remedy under any such material Contract, (ii) accelerate the maturity or performance of any such material Contract, Contract or (iii) cancel, terminate or modify in any material respect any term of such material Contract, in each case to which Parent ; or Merger Sub is a party or by which Parent or Merger Sub is bound; or (e) Result other than in connection with the Debt Financing, result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by Parent or Merger Sub, except with respect to clauses “(b)” through “(e),” for minor liens that will notany such contraventions, in any case conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of would not reasonably be expected to be material to Parent or Merger Suband its Subsidiaries, taken as a whole. Except as set forth in Schedule 3.3may be required by the Securities Act, neither the Exchange Act, state securities or “blue sky” laws, the DGCL, the Bermuda Companies Act, the HSR Act, any foreign antitrust law or regulation and the Nasdaq Rules and listing standards, Parent nor Merger Sub is 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, Agreement by Parent or (y) Merger Sub or the consummation by Merger Sub of the Merger Merger, except as would not reasonably be expected to be, individually or any of in the other transactions contemplated by this Agreementaggregate, material to Parent and its Subsidiaries, taken as a whole.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither Neither (1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (2) the consummation of the Acquisition 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 Parent’s the charter documents of VISTA or Merger Sub’s Articles of Incorporation or BylawsSUB, or (ii) any resolution adopted by Parent’s stockholders the Board of Directors of VISTA or Parent’s or Merger Sub’s board of directorsSUB, respectively; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any material Legal Requirement or any order, writ, injunction, judgment or decree to which Parent VISTA or Merger SubSUB, or any of the their respective assets owned or used by Parent or Merger Subit, 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 material Governmental Authorization that is held by Parent VISTA or Merger Sub SUB or that otherwise relates to Parent’s the business of VISTA or Merger Sub’s business SUB or to any of the assets owned or used by them; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any Contract material Contractto VISTA or SUB, or give any Person the right to (i) declare a default or exercise any remedy under any material such Contract, (ii) accelerate the maturity or performance of any material such Contract, or (iii) cancel, terminate or modify any material such Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent VISTA or Merger Sub, SUB (except in each case 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 Parent or Merger Subany such Acquiring Entity). Except as set forth in Schedule 3.3may be required by the Securities Act, the Exchange Act, state securities or "blue sky" laws, and the Nasdaq Rules and Regulations, neither Parent VISTA nor Merger Sub is SUB 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 Acquisition or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither Neither the execution, delivery or performance of this Agreement or the Escrow Agreement, nor the consummation of the Merger or any of the other transactions contemplated by this Agreement or the Escrow 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 Parentthe Company’s or Merger Sub’s Articles Constituent Documents (for the avoidance of Incorporation or Bylawsdoubt, or (ii) any resolution adopted as amended by Parent’s stockholders or Parent’s or Merger Sub’s board of directorsthe Charter Amendment); (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement (other than the right to exercise dissenters’ rights under the CGCL) or the Escrow Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any orderOrder, writ, injunction, judgment or decree to which Parent or Merger Subthe Company, or any of the assets owned owned, used or used controlled by Parent or Merger Subthe Company, 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 Parent or Merger Sub the Company or that otherwise relates to Parent’s or Merger Sub’s the business of the Company or to any of the assets owned owned, used or used controlled by themthe Company; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any material such Material Contract, (ii) accelerate the maturity or performance of any material Contract, such Material Contract or (iii) cancel, terminate or modify in any material respect any such Material Contract; (e) require any filing with, in each case notice to which Parent or Merger Sub is a party consent from any Person (other than any Governmental Body), except for any such failures to file with, notify or by which Parent or Merger Sub is boundobtain consent from any Person that would not be material to the Company; or (ef) Result result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by Parent the Company. No filing with, notice to or Merger Sub, except for minor liens that will not, in consent from any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Merger Sub. Except as set forth in Schedule 3.3, neither Parent nor Merger Sub Governmental Body is required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x1) the execution, delivery or performance of this Agreement or the Escrow Agreement, or (y2) the consummation of the Merger or any of the other transactions contemplated by this Agreement or the Escrow Agreement, except for (x) the filing of the Charter Amendment and the Agreement of Merger with the Secretary of State of the State of California, and (y) the pre-merger notification filings required pursuant to the HSR Act.

Non-Contravention; Consents. Except as set forth in Schedule 3.3Assuming compliance with the applicable provisions of the DGCL and obtaining the Parent Stockholder Consent, neither (1) the execution, execution and delivery or performance of this Agreement by Parent, nor (2) the consummation of the transactions contemplated by this AgreementMerger or any of the other Contemplated Transactions, will would reasonably be expected to, directly or indirectly (with or without notice or lapse of time): (a) Contravenecontravene, conflict with or result in a violation of of: (i) any of the provisions of Parent’s the certificate of incorporation, bylaws or Merger Sub’s Articles other charter or organizational documents of Incorporation or Bylaws, any of the Parent Entities; or (ii) any resolution adopted by Parent’s stockholders the stockholders, the Board of Directors or Parent’s or Merger Sub’s board any committee of directorsthe Board of Directors of any of the Parent Entities; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent or Merger SubEntities, or any of the assets owned or used by any of the Parent or Merger SubEntities, 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 Parent or Merger Sub Entities or that otherwise relates to Parent’s or Merger Sub’s the business of any of the Parent Entities or to any of the assets owned or used by themany of the Parent Entities; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Parent Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any material such Parent Material Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Parent Material Contract; (iii) accelerate the maturity or performance of any material such Parent Material Contract, ; or (iiiiv) cancel, terminate or modify any material right, benefit, obligation or other term of such Parent Material Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; or; (e) Result result in the imposition or creation of any lien or other Encumbrance upon or with respect to any tangible asset owned or used by any of the Parent or Merger Sub, Entities (except for minor liens that will not, in any case or the Parent Permitted Encumbrances; or (f) result in the aggregatedisclosure or delivery to any escrow holder or other Person of any material Parent IP (including Parent Source Code), materially detract from or the value transfer of any asset of any of the assets subject thereto or materially impair the operations of Parent or Merger SubEntities to any Person. Except as set forth in Schedule 3.3may be required by the Securities Act, neither state securities laws, the Exchange Act, FINRA, and the DGCL, none of the Parent nor Merger Sub 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 (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither the execution, The execution and delivery or performance of this Agreement nor and the Transactional Agreements, and the consummation of the transactions contemplated Transactions, by this Agreementthe Purchaser and Merger Sub will not, 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 Parent’s or Purchaser's and Merger Sub’s Articles 's Certificate of Incorporation or Bylawsbylaws, or (ii) any resolution adopted by Parent’s the Purchaser Board, the Merger Sub Board or any respective committee thereof or the respective stockholders or Parent’s or of the Purchaser and Merger Sub’s board of directors; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement legal requirement or any order, writ, injunction, judgment or decree Order to which Parent or the Purchaser and Merger Sub, Sub or any of the material assets owned or used by Parent or Merger Sub, is it are subject; (c) Contravenecontravene, conflict with 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 Parent the Purchaser or Merger Sub or any of their respective employees or that otherwise relates to Parent’s or the Purchaser and Merger Sub’s 's business or to any of the assets owned or used by themthe Purchaser and Merger Sub; (d) Contravenecontravene, conflict with or result in a material violation or material breach of, or result in a material default under, any provision of any material Purchaser Contract, or ; (e) give any Person the right to (i) declare a default or exercise any remedy under any material Contract, (ii) accelerate payment by the maturity or performance of any material Contract, or (iii) cancel, terminate or modify any material Contract, in each case to which Parent Purchaser or Merger Sub is a party or by which Parent give rise to any acceleration or change in the award, grant, vesting or determination of options, warrants, rights, severance payments or other contingent obligations of any nature whatsoever of the Purchaser or Merger Sub is boundin favor of any Person, in any such case as a result of the change in control of Merger Sub or otherwise resulting from the Transactions; or (ef) Result result in the imposition or creation of any lien or other Encumbrance material encumbrance upon or with respect to any asset owned or used by Parent or Merger Sub, 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 Parent or Purchaser and Merger Sub. Except as set forth in Schedule 3.3Part 6.5 of the Purchaser Disclosure Schedule, neither Parent nor the Purchaser and Merger Sub is will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person or Governmental Body in connection with (x) the execution, execution and delivery of this Agreement and the Transactional Agreements or the consummation or performance of this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementTransactions.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither the execution, The execution and delivery or performance of this Agreement nor and the other Transactional Agreements, and the consummation of the transactions contemplated Merger, by this AgreementAtcom will not, will directly or indirectly (with or without notice or lapse of time): (a) Contravenecontravene, conflict with or result in a material violation of (i) any of the provisions of Parent’s or Merger Sub’s Atcom's Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; (b) Contraveneto the Knowledge of Atcom, contravene, conflict with or result in a material violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement Merger or to exercise any remedy or obtain any relief under, (other than statutory dissenters' rights) under any Legal Requirement or any order, writ, injunction, judgment or decree Order to which Parent or Merger Sub, Atcom or any of the material assets owned or used by Parent or Merger Sub, is it are subject; (c) Contraveneto the Knowledge of Atcom, cause any material assets owned or used by Atcom to be reassessed or revalued by any taxing authority or other Governmental Body; (d) to the Knowledge of Atcom, contravene, conflict with 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 Parent or Merger Sub Atcom or that otherwise relates to Parent’s or Merger Sub’s Atcom's business or to any of the material assets owned or used by themAtcom; (de) Contravenecontravene, conflict with or result in a material violation or material breach of, or result in a material default under, any provision of any material Atcom Contract, or ; (f) give any Person the right to (i) declare a default any payment by Atcom or exercise give rise to any remedy under any material Contractacceleration or change in the award, (ii) accelerate the maturity grant, vesting or performance determination of options, warrants, rights, severance payments or other contingent obligations of any material Contract, or (iii) cancel, terminate or modify nature whatsoever of Atcom in favor of any material ContractPerson, in each any such case to which Parent as a result of the change in control of Atcom or Merger Sub is a party or by which Parent or Merger Sub is boundotherwise resulting from the Merger; or (eg) Result result in the imposition or creation of any lien or other Encumbrance upon or with respect to any material asset owned or used by Parent or Merger Sub, 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 Parent or Merger SubAtcom. Except as set forth contemplated in Schedule 3.3this Agreement and the other Transactional Agreements, neither Parent nor Merger Sub is Atcom 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 this Agreement and the other Transactional Agreements or the consummation or performance of this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementMerger.

Non-Contravention; Consents. Except as set forth in Schedule 3.3(a) Subject to obtaining the Parent Stockholder Vote and the filing of the Certificate of Merger required by the DGCL, neither (x) the execution, delivery or performance of this Agreement by Parent or Merger Sub, nor (y) the consummation of the transactions contemplated by this AgreementContemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (ai) Contravenecontravene, conflict with or result in a violation of (i) any of the provisions of Parent’s the Organizational Documents of Parent or Merger Sub’s Articles of Incorporation or Bylaws, or its Subsidiary; (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; (b) Contravenecontravene, conflict with or result in a material violation of, or give any Governmental Body Authority or other Person the right to challenge any of the transactions contemplated by this Agreement Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement Law or any order, writ, injunction, judgment or decree Order to which Parent or Merger Sub, its Subsidiary or any of the assets owned or used by Parent or Merger Subits Subsidiary, is subject, except as would not reasonably be expected to be material to Parent; (ciii) Contravenecontravene, 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 Parent or Merger Sub its Subsidiary or that otherwise relates to the business of Parent’s , or Merger Sub’s business or to any of the assets owned owned, leased or used by themParent, except as would not reasonably be expected to be material to Parent; (div) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Parent Material Contract, or give any Person the right to to: (iA) declare a default or exercise any remedy under any material Parent Material Contract, (iiB) any material payment, rebate, chargeback, penalty or change in delivery schedule under any such Parent Material Contract, (C) accelerate the maturity or performance of any material Contract, Parent Material Contract or (iiiD) cancel, terminate or modify any material term of any Parent Material Contract, except in each the case to which Parent of any nonmaterial breach, default, penalty or Merger Sub is a party or by which Parent or Merger Sub is boundmodification; or (ev) Result result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by Parent or Merger Sub, its Subsidiary (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 4.5 of the assets subject thereto or materially impair Parent Disclosure Schedule under any Parent Contract, (ii) the operations Parent Stockholder Vote, (iii) the filing of Parent or the Certificate of Merger Sub. Except with the Secretary of State of the State of Delaware pursuant to the DGCL, and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as set forth in Schedule 3.3may be required under applicable federal and state securities Laws, neither Parent nor Merger Sub its Subsidiary, 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 or (y) the consummation of the 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 Parent and Merger Sub to consummate the Contemplated Transactions. (c) The Parent Board and the Merger Sub Board have taken and will take 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. 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. Except as set forth in Schedule 3.3Subject to filing of the Articles of Merger required by NRS Chapter 92A, neither (x) the execution, delivery or performance of this Agreement by Parent or Merger Sub, nor (y) the consummation of the transactions contemplated by this AgreementContemplated Transactions, 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 Parent’s the Organizational Documents of Parent or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or or, to the Knowledge of Parent, any other Person the right to challenge any of the transactions contemplated by this Agreement Contemplated Transactions 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 Merger Subits Subsidiaries, or any of the assets owned or used by Parent or Merger Subits Subsidiaries, is subject, except as would not reasonably be expected to be material to Parent or its business; (c) Contraveneto the Knowledge of Parent, 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 (i) Parent Permit or (ii) other Governmental Authorization that is held by Parent or Merger Sub its Subsidiaries, except, with respect to the foregoing clause (ii), as would not reasonably be expected to be material to Parent or that otherwise relates to Parent’s or Merger Sub’s business or to any of the assets owned or used by themits business; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Parent Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any material Parent Material Contract, ; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Parent Material Contract; (iii) accelerate the maturity or performance of any material Parent Material Contract, ; or (iiiiv) cancel, terminate or modify any material term of any Parent Material Contract, except in each the case to which Parent of any non-material breach, default, penalty or Merger Sub is a party or by which Parent or Merger Sub is boundmodification; or (e) Result result in the imposition or creation of any lien or other Encumbrance upon or with respect to any material asset owned or used by Parent or Merger Sub, its Subsidiaries (except for minor liens that will not, in Permitted Encumbrances). Except for (i) any case or in the aggregate, materially detract from the value Consent set forth on Section 3.4 of the assets subject thereto Parent Disclosure Schedule under any Parent Contract or materially impair Parent Permit, (ii) the operations filing of the Articles of Merger with the Secretary of State of the State of Nevada pursuant to NRS Chapter 92A, and (iii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, Parent or Merger Sub. Except as set forth in Schedule 3.3, neither Parent nor Merger Sub is 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 (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Except as set forth in Schedule 3.3Subject to the filing of the Certificate of Merger required by the DGCL, neither (x) the execution, delivery or performance of this Agreement by Parent or Merger Sub, nor (y) the consummation of the transactions contemplated by this AgreementContemplated Transactions, 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 Parent’s the Organizational Documents of Parent or Merger Sub’s Articles any of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directorsits Subsidiaries; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement Contemplated Transactions 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 Merger Subits Subsidiaries, or any of the assets owned or used by Parent or Merger Subits Subsidiaries, is subject, except as would not reasonably be expected to be material to Parent or its business; (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 Parent or Merger Sub its Subsidiaries, except as would not reasonably be expected to be material to Parent or that otherwise relates to Parent’s or Merger Sub’s business or to any of the assets owned or used by themits business; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default or loss of a benefit (with or without notice or lapse of time, or both) under, any provision of any material Parent Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any material Parent Material Contract, ; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Parent Material Contract; (iii) accelerate the maturity or performance of any material Parent Material Contract, ; or (iiiiv) first offer or first refusal under, cancel, terminate or modify modify, any material term of any Parent Material Contract, except in each the case to which Parent of any non-material breach, default, penalty or Merger Sub is a party or by which Parent or Merger Sub is boundmodification; or (e) Result result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset or right owned or used by Parent or Merger Sub, 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 Parent or Merger SubPermitted Encumbrances). Except as for (i) any Consent set forth in Section 3.5 of the Parent Disclosure Schedule 3.3under any Parent Contract, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (iii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, neither Parent nor Merger Sub 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 Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the 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 Parent and Merger Sub to consummate the Contemplated Transactions. The Parent Board and the Merger Sub Board have taken and will take 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, the Lock-Up Agreements 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, the Lock-Up Agreements or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Except as set forth (a) Subject to obtaining the Required Parent Stockholder Vote, compliance with any applicable requirements of the HSR Act (if applicable) and the filing of the Certificate of Merger and Certificate of Designation required by the DGCL or DLLCA, and assuming the accuracy of the representation in Schedule 3.3Section 3.23, neither (x) the execution, delivery or performance of this Agreement by Parent or Merger Subs, nor (y) the consummation of the transactions contemplated by this AgreementContemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (ai) Contravenecontravene, conflict with or result in a violation of (i) any of the provisions of Parent’s the Organizational Documents of Parent or Merger Sub’s Articles of Incorporation or Bylaws, or its Subsidiaries; (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; (b) Contravenecontravene, conflict with or result in a material violation of, or give any Governmental Body Authority or other Person the right to challenge any of the transactions contemplated by this Agreement Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement Law or any order, writ, injunction, judgment or decree Order to which Parent or Merger Sub, its Subsidiaries or any of the assets owned or used by Parent or Merger Subits Subsidiaries, is subject; (ciii) Contravenecontravene, 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 Parent or Merger Sub its Subsidiaries or that otherwise relates to the business of Parent’s , or Merger Sub’s business or to any of the assets owned owned, leased or used by themParent; (div) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Parent Material Contract, or give any Person the right to to: (iA) declare a default or exercise any remedy under any material Parent Material Contract, (iiB) any material payment, rebate, chargeback, penalty or change in delivery schedule under any such Parent Material Contract, (C) accelerate the maturity or performance of any material Contract, Parent Material Contract or (iiiD) cancel, terminate or modify any material term of any Parent Material Contract, except in each the case to which Parent of any nonmaterial breach, default, penalty or Merger Sub is a party or by which Parent or Merger Sub is boundmodification; or (ev) Result result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by Parent or Merger Sub, 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 4.5(a) of the assets subject thereto Parent Disclosure Letter under any Parent Contract, (ii) the Required Parent Stockholder Vote, (iii) the filing of the Certificate of Merger and Certificate of Designation with the Secretary of State of the State of Delaware pursuant to the DGCL or materially impair DLLCA, (iv) compliance with any applicable requirements of the operations HSR Act (if applicable) and (v) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, and assuming the accuracy of Parent or Merger Sub. Except as set forth the representation in Schedule 3.3Section 3.23, neither Parent nor Merger Sub any of 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, Agreement or (y) the consummation of the Contemplated Transactions. (c) Assuming the accuracy of the representation in Section 3.23, the Parent Board and the First Merger Sub Board have taken and will take 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. 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. Except as set forth in Schedule 3.3Part 4.4 of the Parent Disclosure Schedule, neither the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor 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 Parent’s or Merger Sub’s Articles Certificate of Incorporation or Bylawsbylaws, or (ii) any resolution adopted by the Parent’s stockholders or Parent’s or Merger Sub’s board of directorsdirectors or any committee of the Parent’s board of directors or by Parent’s stockholders; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent or Merger SubParent, or any of the assets owned or used by Parent or Merger SubParent, 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 Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s business or to any of the assets owned or used by themParent; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material ContractContract to which Parent is a party or by which it is bound, or give any Person the right to (i) declare a default or exercise any remedy under any material such Contract, (ii) accelerate the maturity or performance of any material such Contract, or (iii) cancel, terminate or modify any material such Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent or Merger Sub, (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 Parent or Merger SubParent). Except as set forth in Schedule 3.3Part 4.4 of the Parent Disclosure Schedule, neither Parent nor Merger Sub is 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. Except as set forth in Schedule 3.3(a) Subject to obtaining approval of the Parent Stockholder Matters, the filing of the First Certificate of Merger and Second Certificate of Merger required by the DGCL and DLLCA and the filing of the Certificate of Designation, neither (x) the execution, delivery or performance of this Agreement by Parent or Merger Subs, nor (y) the consummation of the transactions contemplated by this AgreementContemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (ai) Contravenecontravene, conflict with or result in a violation of (i) any of the provisions of Parent’s the Organizational Documents of Parent or Merger Sub’s Articles of Incorporation or Bylaws, or Subs; (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; (b) Contravenecontravene, conflict with or result in a material violation of, or give any Governmental Body Authority or other Person the right to challenge any of the transactions contemplated by this Agreement Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement Law or any order, writ, injunction, judgment or decree Order to which Parent or Merger Sub, Subs or any of the assets owned or used by Parent or Merger SubSubs, is subject; (ciii) Contravenecontravene, 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 Parent or Merger Sub Subs or that otherwise relates to the business of Parent’s , or Merger Sub’s business or to any of the assets owned owned, leased or used by themParent, except as would not reasonably be expected to be material to Parent or it business; (div) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Parent Material Contract, or give any Person the right to to: (iA) declare a default or exercise any remedy under any material Parent Material Contract, (iiB) any material payment, rebate, chargeback, penalty or change in delivery schedule under any such Parent Material Contract, (C) accelerate the maturity or performance of any material Contract, Parent Material Contract or (iiiD) cancel, terminate or modify any material term of any Parent Material Contract, except in each the case to which Parent of any nonmaterial breach, default, penalty or Merger Sub is a party or by which Parent or Merger Sub is boundmodification; or (ev) Result result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by Parent or Merger Sub, 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 4.5 of the assets subject thereto or materially impair Parent Disclosure Schedule under any Parent Contract, (ii) the operations approval of the Parent or Stockholder Matters, (iii) the filing of the First Certificate of Merger Sub. Except and Second Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and DLLCA, (iv) the filing of the Certificate of Designation with the Secretary of State of the State of Delaware pursuant to the DGCL and (v) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as set forth in Schedule 3.3may be required under applicable federal and state securities Laws, neither Parent nor Merger Sub any of 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, Agreement or (y) the consummation of the Contemplated Transactions. (c) The Parent Board, the First Merger Sub Board and the Second Merger Sub Board have taken and will take 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. 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. Except as set forth in Schedule 3.3, neither the execution, delivery or nor performance of this Agreement nor the consummation of the 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 Foreign Parent’s, Parent’s or Merger Sub’s Memorandum of Association, Articles of Incorporation Association or Certificate of Incorporation, as applicable, or Bylaws, or (ii) any resolution adopted by Foreign Parent’s stockholders or Foreign Parent’s, Parent’s or Merger Sub’s board of directors; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right right, acting reasonably, to challenge any of the 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 Foreign Parent, Parent or Merger Sub, or any of the assets owned or used by Foreign Parent, Parent or Merger Sub, 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 Foreign Parent, Parent or Merger Sub or that otherwise relates to Foreign Parent, Parent’s or Merger Sub’s business or to any of the assets owned or used by them; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any material Contract, (ii) accelerate the maturity or performance of any material Contract, or (iii) cancel, terminate or modify any material Contract, in each case to which Foreign Parent, Parent or Merger Sub is a party or by which Foreign Parent, Parent or Merger Sub is bound; or; (e) Result result in any payment becoming due to any employee of Foreign Parent or any of its subsidiaries, increase any benefits otherwise payable under any plan for the benefit of any such employee or result in the acceleration of the time of payment or vesting of any such benefits under any plan; (f) require the issuance of Foreign Parent Stock or other securities of Foreign Parent or any subsidiary (other than shares of Foreign Parent Stock issued to Stockholders pursuant to the Merger) or any adjustment to any exercise or conversion price under any Foreign Parent Option. (g) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by Foreign Parent, Parent or Merger Sub, 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 Foreign Parent, Parent or Merger Sub. Except as set forth in Schedule 3.3, neither Foreign Parent, Parent nor Merger Sub is 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 (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither Neither (1) the execution, delivery or performance of this Agreement Agreement, nor (2) the consummation of the transactions contemplated by this AgreementMerger, 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 Parent’s or ’s, Merger Sub’s Articles and LLC’s articles of Incorporation incorporation or Bylawsbylaws, or (ii) any resolution adopted by the Parent’s stockholders or stockholders, the Parent’s board of directors or Merger Subany committee of the Parent’s board of directors; (b) Contraveneto the Parent’s knowledge contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent or Merger Subthe Parent, or any of the assets owned or used by Parent or Merger Subthe Parent, is subjectsubject which would have a Material Adverse Effect; (c) Contraveneto the Parent’s knowledge 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 Parent or Merger Sub or that otherwise relates to the Parent’s or Merger Sub’s business or to any of the assets owned or used by themthe Parent; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Contractcontract to which the Parent or any of its subsidiaries is a party or to which any of them is bound, or give any Person the right to (i) declare a default or exercise any remedy under any such material Contractcontract, (ii) accelerate the maturity or performance of any such material Contractcontract, or (iii) cancel, terminate or modify any such material Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is boundcontract; or (e) Result result in the imposition or creation of any lien or other Encumbrance upon or with respect to any material asset owned or used by the Parent or Merger Sub, (except for Permitted Encumbrances 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 Parent or Merger Subthe Parent). Except as set forth in Schedule 3.3for the filings with the Secretary of State of Nevada and Delaware, neither the Parent nor Merger Sub is 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 (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementMerger.

Non-Contravention; Consents. Except as set forth in Schedule 3.3Part 2.23 of the Disclosure Schedule, neither the executionexecution and delivery of any of the Transactional Agreements by the Seller, delivery or performance of this Agreement the Principal Shareholder and Parent, nor the consummation or performance by the Seller, the Principal Shareholder and Parent of any of the transactions contemplated by this AgreementTransactions, will directly or indirectly (with or without notice or lapse of time): (a) Contravenecontravene, conflict with or result in a violation of, the certificate of (i) any incorporation, by-laws or other organizational documents of the provisions of Parent’s or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directorsSeller; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Principal Shareholder, Parent or Merger Subthe Seller, or any of the assets owned or used by Parent or Merger Subof the Seller, is subject; (c) Contravenecause the Purchaser or any affiliate of the Purchaser to become subject to, or to become liable for the payment of, any Tax; (d) 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 Parent the Seller or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s business or to any employee of the assets owned or used by themSeller; (de) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Contract, or ; (f) give any Person the right to (i) declare a default or exercise any remedy under any material Contract, (ii) accelerate the maturity or performance of any material Contract, or (iii) cancel, terminate or modify any material Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; or (eg) Result result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by Parent or Merger Sub, 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 Parent or Merger SubAssets. Except as set forth in Schedule 3.3Part 2.23 of the Disclosure Schedule, neither Parent the Seller nor Merger Sub any Shareholder 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 (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementTransactions.

Non-Contravention; Consents. Except as set forth in Schedule 3.3Assuming compliance with the applicable provisions of the Exchange Act, the DGCL, Antitrust Laws, and the rules and regulations of The NASDAQ Stock Market, neither (1) the execution, execution and delivery or performance of this Agreement by Parent and Merger Sub, nor (2) the consummation of the transactions contemplated by this AgreementMerger or any of the other Contemplated Transactions, will or would reasonably be expected to, 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 Parent’s the certificate of incorporation or bylaws of Parent or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Subtheir material assets, 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, of any Governmental Authorization that is held by Parent or Merger Sub or that otherwise relates to Parent’s or the business of Parent and Merger Sub’s business or to any of the assets owned or used by themSub as currently conducted; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material ContractContract of Parent, or give any Person the right to to: (i) declare a default or exercise any remedy under any material such Contract, ; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the maturity or performance of any material such Contract, ; or (iiiiv) cancel, terminate or modify any material right, benefit, obligation or other term of such Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent or Merger Sub, except for minor liens that will notexcept, in any the case or in the aggregateof clauses “(a)” through “(e)” of this sentence, materially detract from the value of the assets subject thereto or materially impair the operations of as would not reasonably be expected to have a Parent or Merger SubMaterial Adverse Effect. Except as set forth in Schedule 3.3, neither Neither Parent nor Merger Sub 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 (y2) the consummation of the Merger or any of the other transactions contemplated Contemplated Transactions, except in each case: (A) as may be required by this Agreementthe Exchange Act, the DGCL, the HSR Act, and the rules and regulations of The NASDAQ Stock Market; or (B) the failure of which to make such filing, give such notice, or obtain such Consent, would not reasonably be expected to have a Parent Material Adverse Effect.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither the The execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated by this Agreement, Parent will not 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 Organizational Documents of Parent’s or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement Exchange 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 Merger SubParent, or any of the assets owned or used by Parent or Merger SubParent, is subject, except as would not reasonably be expected to be material to Parent or its business; (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 Parent, except as would not reasonably be expected to be material to Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s business or to any of the assets owned or used by themits business; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Parent Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any material Parent Material Contract, ; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Parent Material Contract; (iii) accelerate the maturity or performance of any material Parent Material Contract, ; or (iiiiv) cancel, terminate or modify any material term of any Parent Material Contract, except in each the case to which Parent of any non-material breach, default, penalty or Merger Sub is a party or by which Parent or Merger Sub is boundmodification; 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 Parent or Merger Sub, (except for minor liens that Permitted Encumbrances). Parent will notnot be required to make any filing with or give any notice to, in or to obtain any case or in the aggregateConsent from, materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Merger Sub. Except as set forth in Schedule 3.3, neither Parent nor Merger Sub is 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, Agreement or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementExchange.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither the execution, The execution and delivery or performance of this Agreement nor and the other Transactional Agreements, and the consummation of the transactions contemplated Transactions, by this AgreementPurchaser and Merger Sub will not, will directly or indirectly (with or without notice or lapse of time): (a) Contravenecontravene, conflict with or result in a material violation of (i) any of the provisions of Parent’s or Purchaser and Merger Sub’s Articles 's Certificate of Incorporation or Bylawsbylaws, or (ii) any resolution adopted by Parent’s Purchaser and Merger Sub Board or any committee thereof or the stockholders or Parent’s or of Purchaser and Merger Sub’s board of directors; (b) Contravenecontravene, conflict with or result in a material violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement legal requirement or any order, writ, injunction, judgment or decree Order to which Parent or Purchaser and Merger Sub, Sub or any of the material assets owned or used by Parent or Merger Sub, is it are subject; (c) Contravenecause any material assets owned or used by Purchaser and Merger Sub to be reassessed or revalued by any taxing authority or other Governmental Body; (d) contravene, conflict with 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 Parent Purchaser or Merger Sub or any of their respective employees or that otherwise relates to Parent’s or Purchaser and Merger Sub’s 's business or to any of the material assets owned or used by themPurchaser and Merger Sub; (de) Contravenecontravene, conflict with or result in a material violation or material breach of, or result in a material default under, any provision of any material Purchaser Contract, or ; (f) give any Person the right to (i) declare a default or exercise any remedy under any material Contract, (ii) accelerate the maturity or performance of any material Contract, or (iii) cancel, terminate or modify any material Contract, in each case to which Parent payment by Purchaser or Merger Sub is a party or by which Parent give rise to any acceleration or change in the award, grant, vesting or determination of options, warrants, rights, severance payments or other contingent obligations of any nature whatsoever of Purchaser or Merger Sub is boundin favor of any Person, in any such case as a result of the change in control of Merger Sub or otherwise resulting from the Transactions; or (eg) Result result in the imposition or creation of any lien or other Encumbrance material encumbrance upon or with respect to any material asset owned or used by Parent or Merger Sub, 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 Parent or Purchaser and Merger Sub. Except as set forth in Part 6.5 of the Purchaser Disclosure Schedule 3.3and as contemplated in this Agreement and the other Transactional Agreements, neither Parent nor Purchaser and Merger Sub is 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 this Agreement and the other Transactional Agreements or the consummation or performance of this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementTransactions.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither the execution, delivery or performance of this Agreement nor the consummation of the 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 Foreign Parent’s, Parent’s or Merger Sub’s Memorandum of Association, Articles of Incorporation Association or Certificate of Incorporation, as applicable, or Bylaws, or (ii) any resolution adopted by Foreign Parent’s stockholders or Foreign Parent’s, Parent’s or Merger Sub’s board of directors; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right right, acting reasonably, to challenge any of the 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 Foreign Parent, Parent or Merger Sub, or any of the assets owned or used by Foreign Parent, Parent or Merger Sub, 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 Foreign Parent, Parent or Merger Sub or that otherwise relates to Foreign Parent, Parent’s or Merger Sub’s business or to any of the assets owned or used by them; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any material Contract, (ii) accelerate the maturity or performance of any material Contract, or (iii) cancel, terminate or modify any material Contract, in each case to which Foreign Parent, Parent or Merger Sub is a party or by which Foreign Parent, Parent or Merger Sub is bound; or; (e) Result result in any payment becoming due to any employee of Foreign Parent or any of its subsidiaries, increase any benefits otherwise payable under any plan for the benefit of any such employee or result in the acceleration of the time of payment or vesting of any such benefits under any plan; (f) require the issuance of Foreign Parent Stock or other securities of Foreign Parent or any subsidiary (other than shares of Foreign Parent Stock issued to Stockholders pursuant to the Merger) or any adjustment to any exercise or conversion price under any Foreign Parent Option. (g) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by Foreign Parent, Parent or Merger Sub, 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 Foreign Parent, Parent or Merger Sub. Except as set forth in Schedule 3.3, neither Foreign Parent, Parent nor Merger Sub is 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 (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither Neither (1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (2) 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 Parent’s 's or Merger Sub’s Articles 's certificate of Incorporation incorporation or Bylawsbylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s 's or Merger Sub’s 's stockholders, Parent's or Merger Sub's board of directors or any committee of Parent's or Merger Sub's board of directors; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, 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 Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s 's business or to any of the assets owned or used by them;Parent or Merger Sub; or (d) Contraveneexcept for a credit agreement (and related agreements and instruments) with Bank of America NT&SA (under which there is not a balance on the date hereof and which the Company believes will not have a Material Adverse Effect on Parent), contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Contractcontract of Parent or Merger Sub, or give any Person the right to (i) declare a default or exercise any remedy under any such material Contractcontract, (ii) accelerate the maturity or performance of any such material Contractcontract, or (iii) cancel, terminate or modify any such material Contract, in each case to which contract. Parent or and Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent or Merger Sub, except for minor liens that not and 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 Parent or Merger Sub. Except as set forth in Schedule 3.3, neither Parent nor Merger Sub is 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, except for a credit agreement (and related agreements and instruments) with Bank of America NT&SA (under which there is not a balance on the date hereof and which the Company believes will not have a Material Adverse Effect on Parent).

Non-Contravention; Consents. Except as set forth in Schedule 3.3With respect to clauses (b) and (c) only, neither except for violations and defaults that would not reasonably be expected to have a Parent Material Adverse Effect on the execution, delivery ability of Parent or performance of this Agreement nor Merger Sub to consummate the consummation of the transactions contemplated Transactions Contemplated by this Agreement, will directly the execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions Contemplated by this Agreement shall not cause a: (a) violation of any of the provisions of the Organizational Documents of Parent or indirectly Merger Sub; (b) violation by Parent or Merger Sub of any Law applicable to Parent or Merger Sub; or (c) default (or an event that, with or without notice or lapse of time): (atime or both would constitute a default) Contraveneon the part of Parent or Merger Sub under, conflict with result in a material modification or termination under, or give to others any rights of termination, modification, acceleration, reacquisition, transfer or cancellation of, or result in the creation of a violation of (i) Lien on, any of the provisions properties or assets of Parent’s Parent or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) including any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; (b) ContraveneIntellectual Property, conflict with or result in a violation of, or give pursuant to any Governmental Body or other Person the right to challenge any of the 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 material Contract to which Parent or Merger SubSub is a party, or any of the assets owned or used by Parent or Merger Sub, 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 which Parent or Merger Sub or that otherwise relates any of their respective assets or properties are bound or to Parent’s which Parent or Merger Sub’s business Sub or to any of the their respective assets owned or used by them; (d) Contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Contract, or give any Person the right to properties are subject. Except (i) declare a default as may be required by the DGCL or exercise any remedy under any material Contract, (ii) accelerate to the maturity or performance of any material Contractextent that the failure to obtain such Consent, or (iii) cancelmake such notice or filing, terminate would not reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor Merger Sub is required to obtain any Consent from, notice to, or modify filing with, any material Contract, in each case Governmental Body or party to a Contract to which Parent or Merger Sub is a party or by which any of their respective properties or assets are bound at any time prior to the Closing in connection with the execution and delivery of this Agreement or the consummation by Parent or Merger Sub is bound; 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 Parent or Merger Sub, 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 Parent or Merger Sub. Except as set forth in Schedule 3.3, neither Parent nor Merger Sub is 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 (y) the consummation of the Merger or any of the other transactions contemplated Transactions Contemplated by this Agreement.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither the execution, The execution and delivery or performance of this Agreement nor and the other Transactional Agreements, and the consummation of the transactions contemplated Transactions, by this Agreementthe Purchaser and Merger Sub will not, will directly or indirectly (with or without notice or lapse of time): (a) Contravenecontravene, conflict with or result in a material violation of (i) any of the provisions of Parent’s or Purchaser and Merger Sub’s Articles 's Certificate of Incorporation or Bylawsbylaws, or (ii) any resolution adopted by Parent’s the Purchaser and Merger Sub Board or any committee thereof or the stockholders or Parent’s or of the Purchaser and Merger Sub’s board of directors; (b) Contraveneto the knowledge of the Purchaser and Merger Sub, contravene, conflict with or result in a material violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement legal requirement or any order, writ, injunction, judgment or decree Order to which Parent or the Purchaser and Merger Sub, Sub or any of the material assets owned or used by Parent or Merger Sub, is it are subject; (c) Contraveneto the knowledge of the Purchaser and Merger Sub, cause any material assets owned or used by the Purchaser and Merger Sub to be reassessed or revalued by any taxing authority or other Governmental Body; (d) to the knowledge of the Purchaser and Merger Sub, contravene, conflict with 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 Parent the Purchaser or Merger Sub or any of their respective employees or that otherwise relates to Parent’s or the Purchaser and Merger Sub’s 's business or to any of the material assets owned or used by themthe Purchaser and Merger Sub; (de) Contravenecontravene, conflict with or result in a material violation or material breach of, or result in a material default under, any provision of any material Purchaser Contract, or ; (f) give any Person the right to (i) declare a default or exercise any remedy under any material Contract, (ii) accelerate payment by the maturity or performance of any material Contract, or (iii) cancel, terminate or modify any material Contract, in each case to which Parent Purchaser or Merger Sub is a party or by which Parent give rise to any acceleration or change in the award, grant, vesting or determination of options, warrants, rights, severance payments or other contingent obligations of any nature whatsoever of the Purchaser or Merger Sub is boundin favor of any Person, in any such case as a result of the change in control of Merger Sub or otherwise resulting from the Transactions; or (eg) Result result in the imposition or creation of any lien or other Encumbrance material encumbrance upon or with respect to any material asset owned or used by Parent or Merger Sub, 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 Parent or Purchaser and Merger Sub. Except as set forth in Part 6.5 of the Disclosure Schedule 3.3and as contemplated in this Agreement and the other Transactional Agreements, neither Parent nor the Purchaser and Merger Sub is 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 this Agreement and the other Transactional Agreements or the consummation or performance of this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementTransactions.

Non-Contravention; Consents. Except as set forth in Part 2.22 of the Disclosure Schedule 3.3and except for Breaches which could not reasonably be expected to have a Material Adverse Effect on Dry Creek, neither (1) the execution, delivery or performance of this Agreement or any other agreement, document or instrument referred to in or contemplated by this Agreement, nor (2) the consummation of the 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) Contravenecontravene, conflict with or result in a violation of (i) any of the provisions of Parent’s Dry Creek's articles of organization or Merger Sub’s Articles of Incorporation or Bylawsoperating agreement, or (ii) any resolution adopted by Parent’s stockholders Dry Creek's members or Parent’s or Merger Sub’s board of directorsDry Creek's managers; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent or Merger SubDry Creek, or any of the assets owned or used by Parent or Merger SubDry Creek, 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 Parent or Merger Sub Dry Creek or that otherwise relates to Parent’s or Merger Sub’s Dry Creek's business or to any of the assets owned or used by themDry Creek; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any material Contract, (ii) accelerate the maturity or performance of any material Contract, or (iii) cancel, terminate or modify any material Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent or Merger Sub, Dry Creek (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 Parent or Merger SubDry Creek). Except as set forth in Schedule 3.3Dry Creek is not, neither Parent nor Merger Sub is 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 other agreement, document or instrument referred to in or contemplated by this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementAgreement or contemplated by any other agreement, document or instrument referred to in or contemplated by this Agreement except for such other consents, approvals, orders, authorizations, registrations, declarations and filings, the failure of which to be obtained or made would not have, individually or in the aggregate, a Material Adverse Effect on Dry Creek.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither the Part 7.9 ------------------------------------- execution, delivery or performance of this Agreement Agreement, nor (2) the consummation of any of the transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (a) Contravene7.9.1. contravene, conflict with or result in a violation of (i) any of the provisions of Parent’s 's or Merger Sub’s Articles of Incorporation or Bylaws's charter documents, or (ii) any resolution adopted by Parent’s stockholders or Parent’s 's or Merger Sub’s 's stockholders, Parent's or Merger Sub's board of directors or any committee of Parent's or Merger Sub's board of directors; (b) Contravene7.9.2. contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; (c) Contravene7.9.3. 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 Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s 's business or to any of the assets owned or used by themParent; (d) Contravene7.9.4. contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any Contract of Parent that is or would constitute a material ContractContract of Parent, or give any Person the right to (i) declare a default or exercise any remedy under any material such Contract, (ii) accelerate the maturity or performance of any material such Contract, or (iii) cancel, terminate or modify any material such Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; or (e) Result 7.9.5. result in the imposition or creation of any lien Lien or other Encumbrance upon or with respect to any asset owned or used by Parent or Merger Sub, (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 Parent or Merger SubParent). Except as set forth in Schedule 3.3Part 7.9 of the Parent Disclosure Schedule, neither Parent nor Merger Sub the Company is not and will not be required to make any filing with or give any notice to, or to obtain any material 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. Except as set forth in Schedule 3.3, neither None of the execution, delivery or performance of this Agreement nor by Parent or Merger Sub or the consummation of the transactions contemplated by this Agreement, Merger or any of the other Contemplated Transactions 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 Parent’s the certificate of incorporation, memorandum of association, bye-laws or other charter or organizational documents of either Parent or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; ; (b) Contravene, contravene or 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 transactions contemplated by this Agreement other 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 Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; ; (c) Contravenecontravene or conflict with, conflict with or result in a violation of 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 Parent or Merger Sub or that otherwise relates to Parent’s the business of Parent or Merger Sub’s business Sub or to any of the assets owned or used by them; Parent or Merger Sub; (d) Contravenecontravene or conflict with, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material ContractContract of Parent or Merger Sub, or give any Person the right to (i) declare a default or exercise any remedy under any such material Contract, (ii) accelerate the maturity or performance of any such material Contract, Contract or (iii) cancel, terminate or modify in any material respect any term of such material Contract, in each case to which Parent ; or Merger Sub is a party or by which Parent or Merger Sub is bound; or (e) Result other than in connection with the Debt Financing, result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by Parent or Merger Sub, except with respect to clauses “(b)” through “(e),” for minor liens that will notany such contraventions, in any case conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of would not reasonably be expected to be material to Parent or Merger Suband its Subsidiaries, taken as a whole. Except as set forth in Schedule 3.3may be required by the Securities Act, neither the Exchange Act, state securities or “blue sky” laws, the DGCL, the Bermuda Companies Act, the HSR Act, any foreign antitrust law or regulation and the Nasdaq Rules and listing standards, Parent nor Merger Sub is 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, Agreement by Parent or (y) Merger Sub or the consummation by Merger Sub of the Merger Merger, except as would not reasonably be expected to be, individually or any in the aggregate, material to Parent and its Subsidiaries, taken as a whole. Table of the other transactions contemplated by this Agreement.Contents

Non-Contravention; Consents. Except as set forth in Schedule 3.3Subject to obtaining the Required Parent Stockholder Vote, the filing of the Certificate of Merger required by the DGCL and the DLLCA, and the approval by the NYSE of the NYSE Listing Application before the Effective Time, neither (x) the execution, delivery or performance of this Agreement by Parent or Merger Sub, nor (y) the consummation of the transactions contemplated by this AgreementContemplated Transactions, 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 Parent’s the Organizational Documents of Parent or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement Contemplated Transactions 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 Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject, except, in each case, as would not individually or in the aggregate, result in a Parent Material Adverse Effect or prevent or materially delay the consummation of the Merger; (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 Parent, except as would not individually or in the aggregate, result in a Parent Material Adverse Effect or Merger Sub prevent or that otherwise relates to Parent’s or Merger Sub’s business or to any materially delay the consummation of the assets owned or used by themMerger; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Parent Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any material Parent Material Contract, ; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Parent Material Contract; (iii) accelerate the maturity or performance of any material Parent Material Contract, ; or (iiiiv) cancel, terminate or modify any material term of any Parent Material Contract, except in each the case to which Parent of any non-material violation, breach, default, penalty or Merger Sub is a party or by which Parent or Merger Sub is boundmodification; or (e) Result result in the imposition or creation of any lien or other Encumbrance upon or with respect to any material asset owned or used by Parent or Merger Sub, (except for minor liens that will not, in Permitted Encumbrances). 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 Parent Disclosure Schedule under any Parent Contract, (ii) the operations Required Parent Stockholder Vote, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLCA, (iv) the approval by the NYSE of the NYSE Listing Application before the Effective Time and (v) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, Parent or Merger Sub. Except as set forth in Schedule 3.3, neither Parent nor Merger Sub is 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 (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not made, given or obtained, would reasonably be expected to prevent or materially delay the ability of Parent and Merger Sub to consummate the Contemplated Transactions. The Parent Board and the Merger Sub Board have taken and will take 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. 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. (a) Except as set forth in Schedule 3.3Part 3.3 of the Parent Disclosure Schedule, to the knowledge of Parent, neither (1) the execution, delivery or performance of this Agreement or any of the Related Agreements, nor (2) the consummation of the Merger or any of the other transactions contemplated by this AgreementAgreement or any of the Related Agreements, will directly or indirectly (with or without notice or lapse of time):), other than any such actions which would not reasonably be likely to prevent or materially delay Parent or Merger Sub from consummating the Merger: (a) Contravene, conflict with or result in a violation of (i) any of the provisions of Parent’s or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or any of the Related Agreements or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which Parent or Merger Sub, or any of the assets owned owned, used or used controlled by Parent or Merger Subthem, is are subject; (cii) 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 Parent or Merger Sub or that otherwise relates to Parent’s Parent or Merger Sub’s business or to any of the assets owned or used by them;; or (diii) Contravene, contravene or conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Contractnote, bond, mortgage, indenture, contract, agreement, lease, license or give any Person the right to (i) declare a default other instrument or exercise any remedy under any material Contract, (ii) accelerate the maturity obligation of Parent or performance of any material Contract, Merger Sub or (iii) cancel, terminate or modify any material Contract, in each case to which any property or asset of Parent or Merger Sub is a party bound or affected. (b) The execution and delivery of this Agreement by which Parent or and Merger Sub is bound; or (e) Result in do not, and the imposition or creation performance of any lien or other Encumbrance upon or with respect to any asset owned or used this Agreement by Parent or and Merger Sub, except for minor liens that Sub will not, in require any case consent, approval, authorization or permit of, or filing with or notification to, any Governmental Body except for (i) the filing and recordation of appropriate merger documents as required by the DGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, materially detract from the value of the assets subject thereto prevent or materially impair the operations of delay Parent or Merger Sub. Except as set forth in Schedule 3.3, neither Parent nor Merger Sub is required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) from consummating the execution, delivery or performance of this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementMerger.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither the execution, The execution and delivery or performance of this Agreement nor by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement, Agreement will not directly or indirectly (with or without notice or lapse of time): (aA) Contravenecontravene, conflict with or result in a violation of (i) any of the provisions of Parent’s the Organizational Documents of Parent or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s the stockholders or Parent’s the board of directors, or any committee thereof, of Parent or Merger Sub’s board of directors; (bB) Contravenecontravene, 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 Parent Material Contract (including the Facility Agreement); or give any Person the right to (i) declare a default or exercise any remedy under the Parent Material Contract, or (ii) accelerate the maturity or performance in any material respect of any obligation under the Parent Material Contract; (C) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person Entity the right to challenge any of the transactions contemplated by this Agreement Merger or to exercise any remedy or obtain any relief under, any Legal Requirement or any orderOrder, writexcept (i) under applicable antitrust laws, injunctionand (ii) for conflicts or violations which would not, judgment individually or decree in the aggregate, reasonably be expected to which have a material adverse effect on Parent or Merger Sub, or any of 's ability to consummate the assets owned or used by Parent or Merger Sub, is subjectMerger; (cD) Contravenecontravene, conflict with or result in a violation 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 material Governmental Authorization that is held by Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s the business or to of any of the assets owned or used by them; (d) Contravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any material Contract, (ii) accelerate the maturity or performance of any material Contract, or (iii) cancel, terminate or modify any material Contract, in each case to which Parent or Merger Sub is a party or to any material assets owned or leased by which any of Parent or Merger Sub is bound; orSub; (eE) Result result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by Parent or Merger Sub, Sub (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 Parent or Merger SubSub to any Person. Except as set forth in Schedule 3.3may be required by the Exchange Act, the DGCL, or the antitrust or competition laws of foreign jurisdictions, neither Parent nor Merger Sub Sub, nor any of Parent's other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, consent from any Person at or prior to the Effective Time in connection with (x) the execution, execution and delivery of this Agreement by Parent or performance Merger Sub or the consummation by Parent or Merger Sub of any of the transactions contemplated by this Agreement, except where the failure to make any such filing or (y) the consummation of the obtain any such consent would not materially and adversely affect Parent's or Merger or Sub's ability to consummate any of the other transactions contemplated by this Agreement. No vote of Parent's shareholders is necessary to adopt this Agreement or to approve any of the transactions contemplated by this Agreement.

Non-Contravention; Consents. Except as set forth in Schedule 3.3Subject to the filing of the Certificate of Merger required by the DGCL, neither (x) the execution, delivery or performance of this Agreement by Parent or Merger Sub, nor (y) the consummation of the transactions contemplated by this AgreementContemplated Transactions, 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 Parent’s the Organizational Documents of Parent or Merger Sub’s Articles any of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; its Subsidiaries; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement Contemplated Transactions 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 Merger Subits Subsidiaries, or any of the assets owned or used by Parent or Merger Subits Subsidiaries, is subject; , except as would not reasonably be expected to be material to Parent or its business; (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 Parent or Merger Sub its Subsidiaries, except as would not reasonably be expected to be material to Parent or that otherwise relates to Parent’s or Merger Sub’s business or to any of the assets owned or used by them; its business; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default or loss of a benefit (with or without notice or lapse of time, or both) under, any provision of any material Parent Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any material Parent Material Contract, ; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Parent Material Contract; (iii) accelerate the maturity or performance of any material Parent Material Contract, ; or (iiiiv) first offer or first refusal under, cancel, terminate or modify modify, any material term of any Parent Material Contract, except in each the case to which Parent of any non-material breach, default, penalty or Merger Sub is a party modification; or by which Parent or Merger Sub is bound; or (e) Result result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset or right owned or used by Parent or Merger Sub, 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 Parent or Merger SubPermitted Encumbrances). Except as for (i) any Consent set forth in Section 3.5 of the Parent Disclosure Schedule 3.3under any Parent Contract, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (iii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, neither Parent nor Merger Sub 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 Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the 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 Parent and Merger or any Sub to consummate the Contemplated Transactions. The Parent Board and the Merger Sub Board have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the other transactions contemplated by DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement., the Lock-Up Agreements and

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither Neither (1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (2) 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 Parent’s Parent or Merger Sub’s Articles 's Certificate of Incorporation or Bylawsbylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s Parent or Merger Sub’s board 's stockholders, their boards of directors or any committee of their boards of directors; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent or Merger Sub, or any of the assets owned or used by the Parent or Merger Sub, 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 the Parent or Merger Sub or that otherwise relates to Parent’s the Parent or Merger Sub’s 's business or to any of the assets owned or used by themthe Parent or Merger Sub; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material ContractContract of Parent or Merger Sub, or give any Person the right to (i) declare a default or exercise any remedy under any such material Contract, (ii) accelerate the maturity or performance of any such material Contract, or (iii) cancel, terminate or modify any such material Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent or Merger Sub, 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 Parent or Merger Sub. Except as set forth in Schedule 3.3No consent, neither approval, order or authorization of, or registration, declaration or filing with, any governmental entity is required by or with respect to Parent nor or Merger Sub is required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and delivery of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated hereby or thereby, except for (xa) the execution, delivery or performance filing of this AgreementAgreement and officers' certificates with the Delaware Secretary of State and the Oregon Secretary of State and appropriate documents with the relevant authorities of other states in which Parent and Merger Sub are qualified to do business, and (b) such consents, approvals orders, authorizations, registrations or (y) qualifications as may be required under state securities or Blue Sky laws in connection with the consummation offer and sale of the Merger or any of the other transactions contemplated by Parent Common Stock and Parent Preferred Stock pursuant to this Agreement.

Non-Contravention; Consents. Except as set forth in Schedule 3.3Part 3.8 of the Parent Disclosure Schedule, to the Parent’s knowledge, neither (1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (2) the consummation of any of the 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 Parent’s or Merger Sub’s its Articles of Incorporation Association or BylawsMemorandum of Association, or (ii) any resolution adopted by the Parent’s stockholders or shareholders, the Parent’s board of directors or Merger Subany committee of the Parent’s board of directors; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent or Merger Subthe Parent, or any of the assets owned or used by Parent or Merger Subthe Parent, 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 the Parent or Merger Sub or that otherwise relates to the Parent’s or Merger Sub’s business or to any of the assets owned or used by themthe Parent; (d) Contravenecontravene, conflict with or result in a material violation or material breach of, or result in a material default under, any provision of any material Contractagreements to which the Parent is a party (including instruments, leases, licenses, arrangements, or undertakings of any nature, written or oral) (the “Parent Material Agreements”) that is or would constitute a Parent Material Agreement, or give any Person the right to (i) declare a default or exercise any remedy under any material Contractsuch Parent Material Agreement, (ii) accelerate the maturity or performance of any material Contractsuch Parent Material Agreement, or (iii) cancel, terminate or modify any material Contract, in each case to which such Parent or Merger Sub is a party or by which Parent or Merger Sub is boundMaterial Agreement; or (e) Result result in the imposition or creation of any lien Lien or other Encumbrance upon or with respect to any asset owned or used by the Parent. No filing or registration with, no notice to and no permit, authorization, consent or approval of any third party or any Governmental Body is necessary for the consummation by Parent or Merger Sub, 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 Parent or Merger Sub. Except as set forth in Schedule 3.3, neither Parent nor Merger Sub is 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 (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither Neither (i) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement by Parent, nor (ii) the consummation of the Merger or any of the other transactions contemplated by this AgreementAgreement by Parent, 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 Parent’s the certificate of incorporation, bylaws or other charter or organizational documents of Parent or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders the stockholders, the board of directors or Parent’s any committee of the board of directors of any of Parent or Merger Sub’s board of directors; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the 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 Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, 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, 29. terminate or modify, any Governmental Authorization that is held by Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s the business of Parent or to any of the assets owned or used by themParent; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material ContractContract to which Parent is a party, or give any Person the right to (i) declare a default or exercise any remedy under any such material Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such material Contract, (iii) accelerate the maturity or performance of any such material Contract, or (iiiiv) cancel, terminate or modify any term of such material Contract, in each case to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound; 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 Parent or Merger Sub, (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 Parent or Merger SubParent). Except as set forth in Schedule 3.3may be required by the Securities Act, the Exchange Act, state securities or "blue sky" laws, the DGCL, the HSR Act, any foreign antitrust law or regulation and the NASD Bylaws (as they relate to the Form S-4 Registration Statement and the Proxy Statement/Prospectus), neither Parent nor Merger Sub 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 Parent or Merger Sub of the Merger or any of the other transactions contemplated by this Agreement or the Stock Option Agreement.

Non-Contravention; Consents. Except as set forth in Schedule 3.3Subject to obtaining the Required Parent Shareholder Vote and the filing of the Merger Proposal with the Companies Registrar and all such other notices or filings required under the Companies Law with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, neither neither: (i) the execution, delivery or performance of this Agreement by Parent or Merger Sub, nor (ii) the consummation of the transactions contemplated by this AgreementContemplated Transactions, 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 Parent’s the Organizational Documents of Parent or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement Contemplated Transactions 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 Merger Sub, or any of the assets owned or used by Parent or any of its Subsidiaries (including Merger Sub), is subject, except as would not reasonably be expected to be material to Parent or its business; (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 Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s business or to any of the assets owned its Subsidiaries, except as would not reasonably be expected to be material to Parent or used by themits business; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Parent Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any material Parent Material Contract, ; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Parent Material Contract; (iii) accelerate the maturity or performance of any material Parent Material Contract, ; or (iiiiv) cancel, terminate or modify any material term of any Parent Material Contract, except in each the case to which Parent of any non-material breach, default, penalty or Merger Sub is a party or by which Parent or Merger Sub is boundmodification; 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 Parent or Merger Sub, any of its Subsidiaries (except for minor liens that will not, in any case or in Permitted Encumbrances). Except for: (i) the aggregate, materially detract from the value filing of the assets subject thereto Merger Proposal with the Companies Registrar and all such other notices or materially impair filings required under the operations Companies Law with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (ii) the Parent or Merger Sub. Except IIA Notice and (iii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as set forth in Schedule 3.3may be required under applicable federal and state securities Laws, neither the Parent nor Merger Sub 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 Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the 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 Parent and Merger Sub to consummate the Contemplated Transactions. No takeover statute or regulation is applicable to this Agreement, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Except as set forth in Schedule 3.3Subject to obtaining the Required Parent Shareholder Vote and the filing of the Merger Proposal with the Companies Registrar and all such other notices or filings required under the Companies Law with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, neither neither: (i) the execution, delivery or performance of this Agreement by Parent or Merger Sub, nor (ii) the consummation of the transactions contemplated by this AgreementContemplated Transactions, 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 Parent’s the Organizational Documents of Parent or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s stockholders or Parent’s or Merger Sub’s board of directors; (b) Contravenecontravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement Contemplated Transactions 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 Merger Sub, or any of the assets owned or used by Parent or any of its Subsidiaries (including Merger Sub), is subject, except as would not reasonably be expected to be material to Parent or its business; (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 Parent or Merger Sub or that otherwise relates to Parent’s or Merger Sub’s business or to any of the assets owned its Subsidiaries, except as would not reasonably be expected to be material to Parent or used by themits business; (d) Contravenecontravene, conflict with or result in a material violation or breach of, or result in a material default under, any provision of any material Parent Material Contract, or give any Person the right to to: (i) declare a default or exercise any remedy under any material Parent Material Contract, ; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Parent Material Contract; (iii) accelerate the maturity or performance of any material Parent Material Contract, ; or (iiiiv) cancel, terminate or modify any material term of any Parent Material Contract, except in each the case to which Parent of any non-material breach, default, penalty or Merger Sub is a party or by which Parent or Merger Sub is boundmodification; 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 Parent or Merger Sub, any of its Subsidiaries (except for minor liens that will not, in any case or in Permitted Encumbrances). Except for: (i) the aggregate, materially detract from the value filing of the assets subject thereto Merger Proposal with the Companies Registrar and all such other notices or materially impair filings required under the operations Companies Law with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (ii) the Parent or Merger Sub. Except IIA Notice and (iii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as set forth in Schedule 3.3may be required under applicable federal and state securities Laws, neither the Parent nor Merger Sub 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 Body in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the 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 Parent and TABLE OF CONTENTS​ Merger Sub to consummate the Contemplated Transactions. No takeover statute or regulation is applicable to this Agreement, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions.

Non-Contravention; Consents. Except as set forth in Schedule 3.3, neither the execution, The execution and delivery or performance of this Agreement nor and the other Transactional Agreements, and the consummation of the transactions contemplated Transactions, by this AgreementOmnis and Merger Sub will not, will directly or indirectly (with or without notice or lapse of time): (a) Contravenecontravene, conflict with or result in a material violation of (i) any the Certificate of the provisions Incorporation or bylaws of Parent’s Omnis or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) any resolution adopted by Parent’s the Omnis or Merger Sub Board of Directors or any committee thereof or the stockholders or Parent’s of Omnis or Merger Sub’s board of directors; (b) Contraveneto the knowledge of Omnis or Merger Sub, contravene, conflict with or result in a material violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement legal requirement or any order, writ, injunction, judgment or decree Order to which Parent Omnis or Merger Sub, Sub or any of the material assets owned or used by Parent or Merger Sub, is it are subject; (c) Contraveneto the knowledge of Omnis or Merger Sub, cause any material assets owned or used by Omnis or Merger Sub to be reassessed or revalued by any taxing authority or other Governmental Body; (d) to the knowledge of Omnis or Merger Sub, contravene, conflict with 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 Parent Omnis or Merger Sub or any of their respective employees or that otherwise relates to Parent’s the business of Omnis or Merger Sub’s business Sub or to any of the material assets owned or used by themOmnis; (de) Contravenecontravene, conflict with or result in a material violation or material breach of, or result in a material default under, any provision of Omnis Contract or any material Contract, or contract to which Merger Sub is a party; (f) give any Person the right to (i) declare a default or exercise any remedy under any material Contract, (ii) accelerate the maturity or performance of any material Contract, or (iii) cancel, terminate or modify any material Contract, in each case to which Parent payment by Omnis or Merger Sub is a party or by which Parent give rise to any acceleration or change in the award, grant, vesting or determination of options, warrants, rights, severance payments or other contingent obligations of any nature whatsoever of Omnis or Merger Sub is boundin favor of any Person; or (eg) Result result in the imposition or creation of any lien or other Encumbrance material encumbrance upon or with respect to any material asset owned or used by Parent or Merger Sub, 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 Parent Omnis or Merger Sub. Except as set forth in Part 6.5 of the Disclosure Schedule 3.3and as expressly contemplated in this Agreement and the other Transactional Agreements, neither Parent nor Omnis and Merger Sub is 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 this Agreement and the other Transactional Agreements or the consummation or performance of this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this AgreementTransactions.