Common use of Non-Contravention Clause in Contracts

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, will not (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The Subject to receipt of the AIG Stockholder Approval and assuming that all Required Regulatory Approvals are duly made or received, as applicable, the execution, delivery and performance by AIG, the Company AIA SPV and the ALICO SPV of each of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby, hereby and thereby and compliance by AIG, the Company AIA SPV and the ALICO SPV with the provisions hereofhereof and thereof, will not (ia) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interestLien, charge or encumbrance upon any of the properties or assets of the Company AIG or any Company subsidiary Subsidiary of AIG under any of the terms, conditions or provisions of (Ai) its their respective organizational documents or (Bii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company AIG or any Company subsidiary Subsidiary of AIG is a party or by which it AIG or any Company subsidiary Subsidiary of AIG may be bound, or to which the Company AIG or any Company subsidiary Subsidiary of AIG or any of the properties or assets of the Company AIG or any Company subsidiary Subsidiary of AIG may be subject, or (iib) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation applicable Law applicable to AIG or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Subsidiary of AIG or any of their respective properties or assets except, in the case of clauses (i)(Ba)(ii) and (iib), for those occurrences that, individually or in the aggregate, that have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would nothave, individually or in the aggregate, reasonably be expected to have a Company an AIG Material Adverse Effect.

Non-Contravention. (a) The execution, Neither the execution and delivery and performance by the Company of this Agreement and by Parent or Purchaser nor the consummation of the transactions contemplated hereby, and hereby nor compliance by the Company Parent or Purchaser with the any provisions hereof, herein will not (ia) violate, contravene or conflict with, or result in a breach of any provision of, the certificate of incorporation or constitute a default bylaws of each of Parent and Purchaser, (or an event which, with notice or lapse of time or both, would constitute a defaultb) under, or result in the termination require any consent of, or accelerate registration, declaration or filing with, any Governmental Entity on the performance part of either Parent or Purchaser, except (i) for the filing of such reports as may be required byunder Sections 13(d) and 16 of the Exchange Act or the HSR Act or any Foreign Antitrust Laws in connection with this Agreement and the transactions contemplated hereby or (ii) where the failure to obtain such consents or make such registrations, declarations or filings as would not, reasonably be expected, either individually or in the aggregate, to materially impair, impede, delay or frustrate the ability of Parent or Purchaser to perform their respective obligations hereunder or to consummate the transactions contemplated hereby on a timely basis, (c) violate, contravene or conflict with, or result in a right breach of termination or acceleration any provisions of, or require any consent, waiver or approval or result in the creation ofa default or loss of a benefit (or give rise to any right of termination, any liencancellation, security interest, charge modification or encumbrance upon any of the properties or assets of the Company acceleration or any Company subsidiary event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which the Company Parent or any Company subsidiary Purchaser is a party or by which it Parent or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Purchaser or any of their respective properties assets are bound, except where any such violation, contravention, conflict, breach or assets exceptfailure to obtain such consents as would not reasonably be expected, in the case of clauses (i)(B) and (ii), for those occurrences that, either individually or in the aggregate, have not had and to materially impair, impede, delay or frustrate the ability of Parent or Purchaser to perform their respective obligations hereunder or to consummate the transactions contemplated hereby on a timely basis, or (d) violate, contravene or conflict with any Law or order applicable to Parent or Stockholder or by which any of their respective properties are bound, except where any such violation, contravention or conflict as would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SECexpected, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, either individually or in the aggregate, reasonably be expected to have materially impair, impede, delay or frustrate the ability of Parent or Purchaser to perform their respective obligations hereunder or to consummate the transactions contemplated hereby on a Company Material Adverse Effecttimely basis.

Non-Contravention. (a) The Assuming the accuracy of the representations and warranties of each of the MAMP Parties made hereunder and receipt of the consents described on Schedule 3.4, none of the execution, delivery and or performance by the Company of this Agreement and Agreement, any agreement contemplated hereby or the consummation of the transactions contemplated herebyMerger does or will, and compliance by with or without the Company with the provisions hereofgiving of notice, will not lapse of time, or both, (i) violate, contravene or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets organizational documents of the Company or any Company subsidiary under Subsidiary, (ii) contravene, violate or conflict with any foreign, federal, state, local or other Law binding on the Company or its Subsidiaries or any of their assets or properties are bound or subject, (iii) result in any violation or breach of, or default under, or give rise to a right of termination, acceleration, modification or cancellation or other right adverse to the terms, conditions Company or provisions of any Company Subsidiary under (A) its organizational documents any agreement, document or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party or by which it the Company or any Company subsidiary may be Subsidiary is bound, or to (B) any term or provision of any judgment, order, writ, injunction, or decree of a Governmental Entity by which the Company or any Company subsidiary Subsidiary is bound, or any of the properties or assets of (iv) require the Company or any Company subsidiary may be subjectSubsidiary to obtain any approval, consent or waiver of, or make any filing with, any Person, including any Governmental Entity, except, with respect to clause (iiiv), (A) subject to compliance with the statutes Exchange Act as may be required in connection with this Agreement and regulations referred to in the next paragraphMerger, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(BB) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are may be required to be made by any applicable state securities or obtained under any state “blue sky” lawsLaws, (C) appropriate documents with the relevant authorities of the other jurisdictions in which the Company, MAMP and their respective Subsidiaries are qualified to do business, (D) such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is filings as may be required to be made or obtained by the Company in connection with Transfer Taxes, and (E) the consummation by the Company filing of the Non-Voting Exchange except Merger Filings with, and acceptance for any such noticesrecord by, filingsthe Secretary of State of the State of Delaware, reviewsand except, authorizationswith respect to clauses (ii), consents (iii) and approvals the failure of which to make or obtain (iv), as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement Agreement, the Governing Agreements, and the consummation of the transactions contemplated herebyhereby and thereby, and compliance by the Company with the provisions hereofhereof and thereof, will not (iA) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary Subsidiary under any of the terms, conditions or provisions of (Ai) its organizational documents or (Bii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party or by which it or any Company subsidiary Subsidiary may be bound, or to which the Company or any Company subsidiary Subsidiary or any of the properties or assets of the Company or any Company subsidiary Subsidiary may be subject, or (iiB) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Subsidiary or any of their respective properties or assets except, in the case of clauses (i)(BA)(ii) and (iiB), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, laws and such consents and approvals that have been made or obtained, no notice to, filing with with, exemption or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, exemptions, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including for this purpose the consummation of the Exchange) and compliance by the Company with the provisions hereof will not (1) result in any payment (including any severance payment, payment of unemployment compensation, “excess parachute payment” (within the meaning of the Code), “golden parachute payment” (as defined in the EESA, as implemented by the Compensation Regulations) or forgiveness of indebtedness or otherwise) becoming due to any current or former employee, officer or director of the Company or any Company Subsidiary from the Company or any Company Subsidiary under any benefit plan or otherwise, (2) increase any benefits otherwise payable under any benefit plan, (3) result in any acceleration of the time of payment or vesting of any such benefits, (4) require the funding or increase in the funding of any such benefits or (5) result in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust and (B) neither the Company nor any Company Subsidiary has taken, or permitted to be taken, any action that required, and no circumstances exist that will require the funding, or increase in the funding, of any benefits or resulted, or will result, in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust.

Non-Contravention. (a) The execution, execution and delivery and performance by the Company each Seller of this Agreement and the Ancillary Agreements to which it is a party do not, and the consummation of the transactions contemplated hereby, hereby and compliance by thereby and the Company with the provisions hereof, performance of its obligations hereunder and thereunder will not (iwith or without the giving of notice, the termination of any grace period or both): (a) violate, conflict with, or result in a breach or default under any provision of the Organizational Documents of any provision Seller or Subject Company or (b) assuming that all consents, authorizations, orders or approvals of, filings or registrations with, and notices to, each Governmental Authority referred to in Section 2.4(a) and all Third Party Consents referred to in Section 2.4(b) have been obtained or made, (i) violate any Applicable Law, (ii) violate, result in a violation or breach by any Seller or Subject Company of, or cause the termination, acceleration or cancellation or the loss, impairment or alteration of any right or benefit (including with respect to Intellectual Property) under, or conflict with or constitute a default (or an event whichgive rise to a right of termination, acceleration, cancellation or the loss, impairment or alteration of any right or benefit (including with notice or lapse of time or both, would constitute a defaultrespect to Intellectual Property) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trustlease, license, leasenote, website terms of use, privacy policy or statement, contract or agreement (each, whether oral or other instrument or obligation written, a “Contract”) to which the any Seller or Subject Company or any Company subsidiary is a party or by which it any Seller or any Subject Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties is bound, whether with the passage of time, giving of notice, or both, or (iii) result in the creation of any Lien on the Acquired Interests or any of the assets or properties of any Seller or Subject Company, except, in the case cases of clauses (i)(Bi), (ii) and (iiiii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such noticesviolation, filingsbreach, reviewstermination, authorizationsacceleration, consents and approvals the failure of which to make conflict, default or obtain Lien as would not, individually or in the aggregate, reasonably be expected Material to have a Company Material Adverse EffectReasonable Investor.

Non-Contravention. (a) The Except as set forth on Schedule 3.4, neither the execution, delivery and performance by the Company of this Agreement and or any Ancillary Documents by the Company, nor the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereofhereby or thereby, will not (ia) violate, violate or conflict with, or result in a breach of any provision ofof the Governing Documents of the Company, (b) violate or constitute a default conflict with any Law or Order to which the Company, its assets or equity interests are bound or subject, (c) with or an event which, with without giving notice or the lapse of time or both, would breach or conflict with, constitute or create a default) default under, or result in the termination ofgive rise to any right of termination, cancellation or accelerate the performance required by, acceleration of any obligation or result in a right loss of termination or acceleration ofa material benefit under, or result in the creation of, give rise to any lien, security interest, charge or encumbrance upon any of the properties or assets obligation of the Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Company subsidiary under Person under, any of the terms, conditions or provisions of (A) its organizational documents or (B) any noteContract, bondagreement, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation commitment to which the Company or any Company subsidiary is a party or by which it the Company, its assets or any Company subsidiary equity interests may be bound, or to which (d) result in the Company imposition of a Lien (other than a Permitted Lien) on any equity interests or any Company subsidiary or any of the properties or assets of the Company or (e) require any Company subsidiary may be subjectfiling with, or (ii) subject Permit, consent or approval of, or the giving of any notice to, any Governmental Authority or other Person; except with respect to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(Bb), (c), (d) and (ii)e) where such violations, for those occurrences thatconflicts, defaults, Liens and failures to obtain Permits and consents, individually or and in the aggregate, have are not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required be material to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain do not and would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effectmaterially impair the Company’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Documents or perform its obligations hereunder or thereunder.

Non-Contravention. (a) The executionTo the Knowledge of any director or officer of Company, neither the execution and delivery and performance by the Company of this Agreement and Agreement, nor the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, will not (i) violateviolate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Company or any of its Subsidiaries is subject or any provision of the charter or bylaws of Company or any of its Subsidiaries or (ii) conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, create in any party the right to accelerate, terminate, modify, or result in the creation ofcancel, or require any liennotice under any agreement, security interestcontract, charge lease, license, instrument or encumbrance upon any of the properties or assets of the other arrangement to which Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiaries is a party or by which it or any Company subsidiary may be bound, is bound or to which the Company or any Company subsidiary or any of the properties its assets is subject (or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to result in the next paragraph, violate imposition of any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or Lien upon any of their respective properties or assets except, in the case of clauses (i)(B) and (iiits assets), for those occurrences thatexcept any such conflicts, breaches, violations, defaults, rights or losses which could not, individually or in the aggregate, have not had a Material Adverse Effect on the Company and its Subsidiaries taken together as a whole. To the Knowledge of any director or officer of Company, other than in connection with the provisions of the DGCL, the Securities Exchange Act, the Securities Act, and the state securities laws, neither Company nor any of its Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The executionexecution and delivery of the Agreements, delivery the issuance and performance by sale of the Company Shares under the Agreements, the fulfillment of this Agreement the terms of the Agreements and the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, thereby will not (iA) violate, conflict with, with or result in constitute a breach of any provision violation of, or constitute a default (or an event which, with notice or lapse the passage of time or both, would constitute a defaultotherwise) under, (i) any contract, agreement or result other instrument filed or incorporated by reference as an exhibit to any of the Exchange Act Documents (any such contract, agreement or instrument, an “Exchange Act Exhibit”), (ii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (iii) assuming the correctness of the representations and warranties of the Investors set forth in the termination ofAgreements, any law, administrative regulation, ordinance or accelerate order of any court or governmental agency, arbitration panel or authority applicable to the performance required byCompany or any Subsidiary or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or result in defaults which are not reasonably likely to have a right of termination Material Adverse Effect or acceleration of, or (B) result in the creation of, or imposition of any lien, encumbrance, claim, security interest, charge interest or encumbrance restriction whatsoever upon any of the material properties or assets of the Company or any Company subsidiary under Subsidiary or an acceleration of indebtedness pursuant to any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, leaseobligation, agreement or condition contained in any Exchange Act Exhibit. Assuming the correctness of the representations and warranties of the Investors set forth in the Agreements, no consent, approval, authorization or other instrument order of, or obligation to which registration, qualification or filing with, any regulatory body, administrative agency, or other governmental body in the Company United States or any Company subsidiary other person is a party or by which it or any Company subsidiary may be bound, or to which required for the Company or any Company subsidiary or any execution and delivery of the properties or assets Agreements and the valid issuance and sale of the Company or any Company subsidiary may Shares to be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable sold pursuant to the Company or any Company subsidiary or any of their respective properties or assets exceptAgreements, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with and except for any post-closing securities filings or review by, or authorization, consent or approval of, any Governmental Entity is notifications required to be made under federal or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectstate securities laws.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, will not (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets Each of the Company or any Company subsidiary under any and each of the terms, conditions or provisions of its subsidiaries is not (A) in violation of its charter or bylaws or other organizational documents or documents; (B) in default in the performance of any bond, debenture, note, bondindenture, mortgage, indenture, deed of trust, license, lease, trust or other agreement or other instrument or obligation to which the Company or any Company subsidiary it is a party or by which it or any Company subsidiary may be bound, is bound or to which the Company or any Company subsidiary or any of the its properties or assets of the Company or any Company subsidiary may be subject, or (ii) is subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not could reasonably be expected to have a Company Material Adverse Effect. ; or (bC) Other than the filing in violation of any current report on Form 8-K required to be filed with the SEClocal, such filings state, federal or foreign law, statute, ordinance, rule, regulation, requirement, judgment or court decree (including, without limitation, gaming laws and approvals as are required to be made or obtained under any state “blue sky” environmental laws, and such consents and approvals that have been made statutes, ordinances, rules, regulations, requirements, judgments or obtained, no notice to, filing with court decrees) applicable to it or review by, any of its assets or authorization, consent properties (whether owned or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would notleased) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, there exists no condition that, with notice, the passage of time or otherwise, would constitute a default under any such document or instrument that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. None of (A) the execution, delivery or performance by the Company of this Agreement or (B) the issuance and sale of the Offered Depositary Units, conflicts with or constitutes a breach of any of the terms or provisions of, or will violate, conflict with or constitute a breach of any of the terms or provisions of, or a default under (or an event that with notice or the lapse of time, or both, would constitute a default under), or require consent under, or result in the imposition of a lien or encumbrance on any properties of the Company or any of its subsidiaries, or an acceleration of any indebtedness of the Company or any of its subsidiaries pursuant to, (1) the partnership agreement, charter or bylaws of the Company or any of its subsidiaries; (2) any bond, debenture, note, indenture, mortgage, deed of trust or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which any of them is bound or to which any of their properties are subject; (3) any statute, rule or regulation applicable to the Company or any of its subsidiaries or any of their assets or properties; or (4) any judgment, order or decree of any court or governmental agency, body or authority or administrative agency having jurisdiction over the Company or any of its subsidiaries or any of their assets or properties, except in the cases of clauses (2), (3) and (4) for such violations conflicts or breaches that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herebyhereby and thereby, and compliance by the Company with the provisions hereofhereof and thereof, will not not (iA) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary Subsidiary under any of the terms, conditions or provisions of (Ai) its organizational documents or (Bii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party or by which it or any Company subsidiary Subsidiary may be bound, or to which the Company or any Company subsidiary Subsidiary or any of the properties or assets of the Company or any Company subsidiary Subsidiary may be subject, or (iiB) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Subsidiary or any of their respective properties or assets except, in the case of clauses (i)(BA)(ii) and (iiB), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such filings, consents and approvals that have been made or obtainedobtained (or will be made or obtained prior to Closing), no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including for this purpose the consummation of the Exchange) and compliance by the Company with the provisions hereof will not (1) result in any payment (including any severance payment, payment of unemployment compensation, “excess parachute payment” (within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”)), “golden parachute payment” (as defined in the EESA, as implemented by the Compensation Regulations) or forgiveness of indebtedness or otherwise) becoming due to any current or former employee, officer or director of the Company or any Company Subsidiary from the Company or any Company Subsidiary under any benefit plan or otherwise, (2) increase any benefits otherwise payable under any benefit plan, (3) result in any acceleration of the time of payment or vesting of any such benefits, (4) require the funding or increase in the funding of any such benefits or (5) result in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust and

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, hereby do not and compliance by the Company with the provisions hereof, will not (ia) violatecontravene or conflict with the organizational or governing documents of the Company; (b) assuming compliance with the matters referenced in Section 3.3 and the receipt of the Requisite Vote, contravene or conflict with, with or result in constitute a breach violation of any provision of any Law binding upon or applicable to the Company or any of its Subsidiaries or any of their respective properties or assets; (c) require the consent, approval or authorization of, or notice to or filing with any third party with respect to, result in any breach or violation of or constitute a default (or an event which, which with notice or lapse of time or both, both would constitute become a default) under, or result in the termination ofloss of benefit under, or accelerate the performance required by, or result in a give rise to any right of termination termination, cancellation, amendment or acceleration ofof any right or obligation of the Company or any of its Subsidiaries, or result in the creation of, of any lien, security interest, charge or encumbrance upon Lien on any of the properties or assets of the Company or any Company subsidiary its Subsidiaries under any of the termsagreement, conditions contract, loan or provisions of (A) its organizational documents or (B) any credit agreement, note, bond, mortgage, indenture, deed of trustlease (including the Company Leases), license, lease, agreement license or other instrument or obligation (each, a “Contract”) to which the Company or any Company subsidiary of its Subsidiaries is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary of its Subsidiaries or any of the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary its or any of their respective properties or assets exceptare bound, except in the case of clauses (i)(Bb) and (ii)c) above, for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to (i) have a Company Material Adverse EffectEffect or (ii) prevent, materially delay or materially impede the consummation of the transactions contemplated hereby.

Non-Contravention. (ai) The Except as set forth on Schedule C, the execution, delivery and performance by the Company of this Agreement Agreement, the Warrant and the other Transaction Documents and the consummation of the transactions contemplated hereby, hereby and thereby and compliance by the Company with the provisions hereofhereof and thereof (including the issuance of shares of Common Stock pursuant to Section 1.3(a)(i)(A)(2), if applicable, or upon conversion of the Interim Exchange Securities and exercise of the Warrant), will not (iA) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination termination, cancellation or acceleration of, or result in the loss of a benefit under, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any subsidiary of the Company subsidiary under any of the terms, conditions or provisions of (A1) subject, in the case of the authorization and issuance of the Exchange Common Shares, to receipt of the Stockholder Approval, its organizational documents or (B2) any note, bond, mortgage, indenture, deed of trust, license, lease, permit, agreement or other instrument or obligation to which the Company or any subsidiary of the Company subsidiary is a party or by which it or any subsidiary of the Company subsidiary may be bound, or to which the Company or any subsidiary of the Company subsidiary or any of the properties or assets of the Company or any subsidiary of the Company subsidiary may be subject, or (iiB) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any subsidiary of the Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(BA)(2) and (iiB), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected likely to have a Company Material Adverse Effect. (bii) Other Except as set forth on Schedule C, other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, laws and such consents and approvals that as have been made or obtained, no notice to, filing with with, exemption or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange Offers except for any such notices, filings, exemptions, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. (iii) (A) The execution, delivery and performance by the Company of this Agreement and the Warrant and the consummation of the transactions contemplated hereby and thereby (including for this purpose the consummation of the Private Investor Exchanges and the Public Investor Exchanges) and compliance by the Company with the provisions hereof will not (1) result in any payment (including severance, unemployment compensation, “excess parachute payment” (within the meaning of the Code), “golden parachute payment” (as defined in the EESA, as implemented by the Compensation Regulations), forgiveness of indebtedness or otherwise) becoming due to any current or former employee, officer or director of the Company or any subsidiary of the Company from the Company or any subsidiary of the Company under any benefit plan or otherwise, (2) increase any benefits otherwise payable under any benefit plan, (3) result in any acceleration of the time of payment or vesting of any such benefits, (4) require the funding or increase in the funding of any such benefits or (5) result in any limitation on the right of the Company or any subsidiary of the Company to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust, except, in the case of each of clauses (1) through (5) above, to the extent applicable to a benefit plan for the benefit of employees employed primarily outside of the United States, as would not, individually or in the aggregate, reasonably be likely to be material to the Company (it being understood that the Company and its subsidiaries shall use its best efforts to minimize the effect thereof), and (B) neither the Company nor any subsidiary of the Company has taken, or permitted to be taken, any action that required, and no circumstances exist that will require the funding, or increase in the funding, of any benefits or resulted, or will result, in any limitation on the right of the Company or any subsidiary of the Company to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, will not (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary Subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party or by which it or any Company subsidiary Subsidiary may be bound, or to which the Company or any Company subsidiary Subsidiary or any of the properties or assets of the Company or any Company subsidiary Subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a be material to the Company Material Adverse Effector any of its Subsidiaries. (b) Other than the filing of any current report on Form 8-K required to be filed with the Securities and Exchange Commission (“SEC”), such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectbe material to the Company.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, will not (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary Subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party or by which it or any Company subsidiary Subsidiary may be bound, or to which the Company or any Company subsidiary Subsidiary or any of the properties or assets of the Company or any Company subsidiary Subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the Securities and Exchange Commission (“SEC”), such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Preferred Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The None of the execution, delivery and or performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, will not (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Additional Agreement to which the Company is or any Company subsidiary is will be a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange transactions contemplated hereby and thereby does or will (a) contravene or conflict with the Company Articles of Incorporation or the Company’s Bylaws, (b) contravene or conflict with or constitute a violation of any provision of any Law or Order binding upon or applicable to the Company or to any of its respective properties, rights or assets, (c) except for the Contracts listed on Schedule 4.8 requiring Company Consents (but only as to the need to obtain such Company Consents), (i) require consent, approval or waiver under, (ii) constitute a default under or breach of (with or without the giving of notice or the passage of time or both), (iii) violate, (iv) give rise to any such noticesright of termination, filingscancellation, reviewsamendment or acceleration of any right or obligation of the Company or to a loss of any material benefit to which the Company is entitled, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregatecase of each of clauses (i) – (iv), reasonably under any provision of any Permit, Contract or other instrument or obligations binding upon the Company or any of their respective properties, rights or assets, (d) result in the creation or imposition of any Lien (except for Permitted Liens) on any of the Company’s properties, rights or assets, or (e) require any consent, approval or waiver from any Person pursuant to any provision of the Company Articles of Incorporation or Bylaws of the Company, except for such consent, approval or waiver which shall be expected obtained (and a copy provided to have a Company Material Adverse EffectParent) prior to the Closing.

Non-Contravention. (a) The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of this Agreement and the consummation of the transactions contemplated herebyhereby (including issuance of the Securities), and compliance by the Company with the provisions hereof, will do not (i) violate, contravene or conflict with, with the Certificate of Incorporation (the “Certificate of Incorporation”) or result in a breach of any provision of, or constitute a default Bylaws (or an event which, with notice or lapse of time or both, would constitute a defaultthe “Bylaws”) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subject, or Subsidiary; (ii) subject to compliance with assuming the statutes accuracy of the representations and regulations referred to warranties made by the Purchasers in the next paragraphSection 4 hereof, violate constitute a violation in any statutematerial respect of any provision of any federal, rule state, local or regulation or any judgmentforeign law, rulingrule, regulation, order, writ, injunction judgment or decree applicable to the Company or any Company subsidiary Subsidiary or by which any of the Company’s or any Subsidiary’s assets are bound or affected; or (iii) constitute a default or require any consent under, give rise to any right of their respective properties termination, cancellation or assets exceptacceleration of, or to a loss of any material benefit to which the Company or any Subsidiary is entitled under, or result in the case of clauses (i)(B) and (ii), for those occurrences that, individually creation or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing imposition of any current report material lien, claim or encumbrance on Form 8-K required to be filed with any assets of the SEC, such filings and approvals as are required to be made Company or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval ofSubsidiary under, any Governmental Entity agreement, credit facility, debt or other instrument or other understanding to which the Company or any Subsidiary is required a party or is bound or any permit, license or similar right relating to the Company or any Subsidiary or by which the Company or any Subsidiary may be made bound or obtained affected. The transactions contemplated under this Agreement (together with any issuance by the Company in connection with the consummation or entering into by the Company of any options or other derivative securities in respect of its stock, whether or not undertaken as part of the Non-Voting transactions entered into under this Agreement), is not intended to be, and do not constitute, fraudulent, deceptive, manipulative or otherwise unlawful acts, practices or trading activities by the Company for purposes of applicable U.S. federal and state securities laws and regulations and all rules and regulations of any exchange on which the Company’s stock is listed, including, without limitation, any actions or omissions which would violate or require the disgorgement of profits under any of: (i) Sections 9(a), 10(b) or 16 of the Securities Exchange except for Act of 1934, as amended (the “Exchange Act”), or any such notices, filings, reviews, authorizations, consents and approvals rules or regulations adopted thereunder; (ii) Regulation M under the failure Securities Act; or (iii) Rule 4310(c)(16) of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectNASDAQ Stock Market.

Non-Contravention. Subject to receipt of the Regulatory Approvals and the Company’s compliance with any conditions contained therein (aincluding the expiration of related waiting periods), none of (i) The execution, the execution and delivery and performance by the Company of this Agreement and or the consummation Registration Rights Agreement by the Company, or the completion of the transactions contemplated herebyhereby or thereby, and (ii) compliance by the Company or the Bank with any of the terms or provisions hereofhereof or thereof, will not (iA) violate, conflict with, with or result in a breach of any provision of the articles of incorporation or bylaws of the Company or the Bank; (B) conflict with or result in a breach of any provision of the articles of incorporation or bylaws of any Company Subsidiary (excluding the Bank); (C) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any Company Subsidiary or any of their respective properties or assets; or (D) violate, conflict with, result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of the Company or any Company subsidiary under Subsidiary under, any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, commitment or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party party, or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary they or any of their respective properties or assets may be subject except, in the case of clauses (i)(BB), (C) (other than with respect to the Company), and (iiD), for those occurrences thatany such violations, individually conflicts, breaches, defaults, terminations, accelerations or in the aggregate, creations of Liens as have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a1) The Neither the execution, delivery and performance by the Company Purchaser of this Agreement and or the Ancillary Documents to which the Purchaser is or will be a party, nor the consummation of the transactions contemplated herebyhereby or thereby, and nor compliance by the Company Purchaser with any of the provisions hereofhereof or thereof, will not (iA) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of the Company or any Company subsidiary Purchaser under any of the terms, conditions or provisions of (Ai) its organizational documents governing instruments or (Bii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Purchaser is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary Purchaser or any of the properties or assets of the Company or any Company subsidiary Purchaser may be subject, or (iiB) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any law, statute, ordinance, rule or regulation regulation, permit, concession, grant, franchise or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Purchaser or any of their respective its properties or assets except, except in the case of clauses (i)(BA)(ii) and (ii)B) for such violations, for those occurrences that, individually or in the aggregate, have not had conflicts and breaches as would not reasonably be expected to have materially and adversely affect the Purchaser’s ability to perform its respective obligations under this Agreement or consummate the transactions contemplated hereby on a Company Material Adverse Effecttimely basis. (b2) Other than (A) the securities or blue sky laws of the various states, (B) filings with the SEC pursuant to Section 13(d), Section 13(f) or Section 16 of the Exchange Act, if applicable, on the part of the Purchaser and (C) the filing by the Company of any current report on Form 8-K required to be filed the Series B-2 Certificate of Designations with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtainedDelaware Secretary of State, no notice to, registration, declaration or filing with with, exemption or review by, or authorization, order, consent or approval of, any Governmental Entity Entity, nor expiration or termination of any statutory waiting period, is required to be made or obtained by the Company in connection with necessary for the consummation by the Company Purchaser of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals transactions contemplated by this Agreement or the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectAncillary Documents.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement Agreement, each other Transaction Document and each other agreement, document and instrument to be executed, delivered and performed by each of the consummation of Mesirow Entities in connection with the transactions contemplated herebyhereby and thereby does not and will not: (a) violate any provision of the charter or by-laws, and compliance by the Company with the provisions hereofor partnership agreement, will not respectively, of such Mesirow Entity; (ib) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, accelerate any obligation under or result in the termination of, or accelerate the performance required by, or result in give rise to a right of termination of any indenture or acceleration of, loan or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company credit agreement or any Company subsidiary under any of the termsother contract, conditions or provisions of (A) its organizational documents or (B) any noteagreement, bondinstrument, mortgage, indenture, deed of trust, licenselien, lease, agreement permit, writ, order, judgment, authorization, injunction, decree, determination, arbitration award or other instrument or obligation to which the Company or any Company subsidiary Mesirow Entity is a party or by which it or its assets are bound (except that in order to consummate the transactions contemplated by this Agreement Mesirow Holdings is required to obtain consent under each of the loan or credit agreements listed on Schedule 2.3, which consents will have been received prior to the Closing or at any Company subsidiary may be boundearlier time required under such agreements); (c) violate or result in a violation of, or to which the Company constitute a default under, any provision of any law, regulation or rule, or any Company subsidiary order of, or any restriction imposed by, any court or other governmental agency, authority or entity; (d) require any Mesirow Entity to obtain any approval, consent or waiver of, or make any filing with, any person or entity that has not been obtained or made (except as contemplated by Sections 6.3 and 6.4, which approvals, consents, waivers or filings, as applicable, will have been received prior to the Closing or, at any earlier time required hereunder or under applicable laws, rules and regulations); or (e) except as provided by this Agreement, result in the creation or imposition of any Claim on any of the assets of any Mesirow Entity or any of the properties or assets interests of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to Mesirow Asset Management in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectPartnership. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, will not (iA) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary Subsidiary under any of the terms, conditions or provisions of (Ai) its organizational documents or (Bii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party or by which it or any Company subsidiary Subsidiary may be bound, or to which the Company or any Company subsidiary Subsidiary or any of the properties or assets of the Company or any Company subsidiary Subsidiary may be subject, or (iiB) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Subsidiary or any of their respective properties or assets except, in the case of clauses (i)(BA)(ii) and (iiB), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the Securities and Exchange Commission (“SEC”), such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Preferred Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, will not (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary Subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party or by which it or any Company subsidiary Subsidiary may be bound, or to which the Company or any Company subsidiary Subsidiary or any of the properties or assets of the Company or any Company subsidiary Subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the Securities and Exchange Commission (“SEC”), such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents consents, notices and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The executionExcept as set forth on Section 3.4 of the Disclosure Schedule, neither the execution and the delivery and performance by the Company of this Agreement and nor the Ancillary Agreements to which the Company or any of its Subsidiaries is a party, nor the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereofhereby or thereby, will not (i) violate, violate or conflict with, with any Law or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Order to which the Company or any of its Subsidiaries is subject, (ii) violate or conflict with any provision of the Organizational Documents of the Company subsidiary or any of its Subsidiaries, or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or payment under any Contract, Permit, instrument, or other arrangement to which the Company or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Lien upon any of its assets); provided, however, that Mortgage Lender Approval will be required to consummate the transactions contemplated hereunder. Neither the Company subsidiary may be boundnor any of its Subsidiaries is required to give any notice to, make any filing with, or obtain any Consent or Permit of any Governmental Body or other Person in order to consummate the transactions contemplated by this Agreement or the Ancillary Agreements to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subjectits Subsidiaries is a party, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable other than obtaining Mortgage Lender Approval pursuant to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectMortgage Loan Documents. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The execution, delivery and performance by the Company Sellers of this Agreement Agreement, and the consummation of the transactions contemplated hereby, do not and compliance by the Company with the provisions hereof, will not (ia) violateconflict with, violate or result in a breach of the Organizational Documents of any Company Entity; (b) assuming the accuracy of the representations and warranties set forth in Section 6.05, conflict with, or result in a the breach of any provision of, or constitute a default under, or give rise to any right of termination, cancellation, modification or acceleration (or an event which, with whether after the filing of notice or the lapse of time or both, would constitute a default) of any right or obligation of any Company Entity under, or result in the termination ofa loss of any benefit to which any Company Entity is entitled under, or accelerate require any consent or other action by any Person under, the performance required byCompany Name License Agreements; (c) assuming compliance with the matters referred to in Section 4.05, (i) violate any Applicable Law, Permit, Environmental Permit or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon Nuclear License to which any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Entities or any of their respective properties or assets exceptare subject or (ii) assuming the accuracy of the representations and warranties set forth in Section 6.05, conflict with, or result in the breach of, or constitute a default under, or give rise to any right of termination, cancellation, modification or acceleration (whether after the filing of notice or the lapse of time or both) of any right or obligation of any Company Entity under, or result in a loss of any benefit to which any Company Entity is entitled under, or require any consent or other action by any Person under, any Material Contract to which such Company Entity is a party or by which any of its respective properties or assets are bound (other than the Company Name License Agreements, which are the subject of the preceding clause (b)); or (d) result in the creation or imposition of any Lien on any asset or right of any Company Entity, except for any Permitted Liens and with such exceptions, in the case of each of clauses (i)(Bc) and (iid), for those occurrences thatas would not reasonably be expected to be, individually or in the aggregate, have not had material to the Company Entities, taken as a whole, and as would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected materially impair Sellers’ ability to have a Company Material Adverse Effectperform or comply with their obligations under this Agreement or consummate the transactions contemplated hereby.

Non-Contravention. Neither (ai) The the execution, delivery and or performance by the Company of this Agreement and or any of the other agreements referred to in this Agreement, nor (ii) the consummation of any of the transactions contemplated hereby, and compliance by the Company with the provisions hereofthis Agreement, will not directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) violateany of the provisions of Seller’s articles of incorporation or bylaws, or (ii) any resolution adopted by Seller’s Members or Managers; (b) contravene, conflict withwith 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 Seller, or any of the Purchased Assets is subject; or (c) contravene, conflict with or result in a violation or breach of, or result in a breach default under, any provision of any provision ofSeller Contract, or constitute give any Person the right to (i) declare a default or exercise any remedy under any Seller Contract, (ii) accelerate the maturity or an event which, with notice or lapse performance of time or both, would constitute a default) underany Seller Contract, or result in (iii) cancel, terminate or modify any Seller Contract. Except for the termination ofrequired Member approval, Seller is not and will not be required to make any filing with or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, given any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary is a party or by which it or any Company subsidiary may be boundnotice to, or to which obtain any Consent from, any Person in connection with (x) the Company execution, delivery or any Company subsidiary performance of this Agreement or any of the properties or assets of the Company or any Company subsidiary may be subjectother agreements referred to in this Agreement, or (iiy) subject to compliance with the statutes and regulations referred to in consummation of any of the next paragraphtransactions contemplated by this Agreement, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable except to the Company or any Company subsidiary or any extent the consent of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably third parties may be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company assignment of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents Purchased Assets and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectAssumed Obligations and Leased Obligations.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, and compliance by the Company with of the provisions hereof, Transactions do not and will not (i) contravene, conflict with or result in any violation or breach of any provision of the Organizational Documents of the Company, (ii) assuming compliance with the matters referred to in Section 4.4 and the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 5.11, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a default under, or result in a breach of any provision the termination or cancellation of, or constitute a default give to others any right to receive any payment, right to purchase (including any right of first refusal or an event whichright of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration (including any acceleration payments) or cancellation (in each case, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions Specified Contract or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Lease Agreement to which the Company or any Company subsidiary Subsidiary is a party party, or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary they or any of the properties their respective properties, rights or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of the Company or any of the Company subsidiary may be subject, Subsidiaries or (iiiv) subject to compliance with the statutes and regulations referred to result in the next paragraphcreation or imposition of any Lien (other than Permitted Liens) on any rights, violate any statute, rule property or regulation or any judgment, ruling, order, writ, injunction or decree applicable to asset of the Company or any of the Company subsidiary or any of their respective properties or assets exceptSubsidiaries, with such exceptions, in the case of each of clauses (i)(B) and (ii), for those occurrences that(iii) and (iv), individually or in the aggregate, as have not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made Effect or obtained under any state “blue sky” laws, and such consents and approvals that have been made would not or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, not reasonably be expected to have a prevent, materially delay or materially impair the Company Material Adverse Effectfrom consummating the Offer or the Merger or any of the other transactions contemplated by this Agreement when required pursuant to the terms and conditions of this Agreement.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, will not (iA) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary Subsidiary under any of the terms, conditions or provisions of (Ai) its organizational documents or (Bii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party or by which it or any Company subsidiary Subsidiary may be bound, or to which the Company or any Company subsidiary Subsidiary or any of the properties or assets of the Company or any Company subsidiary Subsidiary may be subject, or (iiB) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Subsidiary or any of their respective properties or assets except, in the case of clauses (i)(BA)(ii) and (iiB), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such filings, consents and approvals that have been made or obtainedobtained (or will be made or obtained prior to Closing), no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including for this purpose the consummation of the Exchange) and compliance by the Company with the provisions hereof will not (1) result in any payment (including any severance payment, payment of unemployment compensation, “excess parachute payment” (within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”)), “golden parachute payment” (as defined in the EESA, as implemented by the Compensation Regulations) or forgiveness of indebtedness or otherwise) becoming due to any current or former employee, officer or director of the Company or any Company Subsidiary from the Company or any Company Subsidiary under any benefit plan or otherwise, (2) increase any benefits otherwise payable under any benefit plan, (3) result in any acceleration of the time of payment or vesting of any such benefits, (4) require the funding or increase in the funding of any such benefits or (5) result in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust and

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement Agreement, the Amended Warrant, and the consummation of the transactions contemplated herebyhereby and thereby, and compliance by the Company with the provisions hereofhereof and thereof, will not (iA) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary Subsidiary under any of the terms, conditions or provisions of (Ai) its organizational documents or (Bii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party or by which it or any Company subsidiary Subsidiary may be bound, or to which the Company or any Company subsidiary Subsidiary or any of the properties or assets of the Company or any Company subsidiary Subsidiary may be subject, or (iiB) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Subsidiary or any of their respective properties or assets except, in the case of clauses (i)(BA)(ii) and (iiB), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of the New Certificate of Designations with the State of Washington, any current report on Form 8-K required to be filed with the Securities and Exchange Commission (“SEC”), such filings and approvals as are required to be made or obtained under any state “"blue sky” laws, " laws and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including for this purpose the consummation of the Exchange) and compliance by the Company with the provisions hereof will not (1) result in any payment (including any severance payment, payment of unemployment compensation, “excess parachute payment” (within the meaning of the Code), “golden parachute payment” (as defined in the EESA, as implemented by the Compensation Regulations) or forgiveness of indebtedness or otherwise) becoming due to any current or former employee, officer or director of the Company or any Company Subsidiary from the Company or any Company Subsidiary under any benefit plan or otherwise, (2) increase any benefits otherwise payable under any benefit plan, (3) result in any acceleration of the time of payment or vesting of any such benefits, (4) require the funding or increase in the funding of any such benefits or (5) result in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust and (B) neither the Company nor any Company Subsidiary has taken, or permitted to be taken, any action that required, and no circumstances exist that will require the funding, or increase in the funding, of any benefits or resulted, or will result, in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust.

Non-Contravention. Neither (a) The the execution, delivery and or performance by the Company of this Agreement and or any of the other Transaction Documents nor (b) the consummation of the transactions contemplated herebyMerger or any of the other Transactions, and compliance by the Company directly or indirectly (with the provisions hereofor without notice or lapse of time, will not or both) (i) violates or conflicts (A) with any provision of the certificates of incorporation, bylaws or other constituent documents of any Company Entity, true, correct and complete copies of which have been made available to Parent or (B) any resolution adopted by the shareholders, the board of directors of any Company Entity or any committee thereof, (ii) subject to obtaining the Consents set forth in Part 3.4 of the Disclosure Letter, violate, conflict with, or result in a the breach of any provision of, or constitute a default (or an event which, which with notice or lapse of time or both, both would constitute become a default) under, or result in the termination of, or accelerate the performance required byby or any obligation under, or result in the loss of any benefit pursuant to, or result in a right of termination or acceleration ofunder or cancel, or result any fees or penalties pursuant to, or require a consent, notice or waiver under, any Material Contract, (iii) assuming the Governmental Authorizations referred to in Section 3.5 are obtained or made, violate or conflict with, result any fees or penalties pursuant to, or require a consent, notice or waiver under, any Law or Order applicable to any Company Entity or by which any of their businesses, properties or assets are bound, (iv) result in the creation of, of any lien, security interest, charge Encumbrance (other than Permitted Encumbrances) upon or encumbrance upon with respect to any of the properties asset owned or assets of the Company or used by any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, Entity; except in the case of each of clauses (i)(B) and (ii), (iii) and (iv) above, for those occurrences thatsuch violations, conflicts, breaches, defaults, terminations, accelerations, fees, penalties, consents, notices, waivers, or Encumbrances which have not had, and would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, Transactions and compliance by the Company with the provisions hereof, hereof and the Transactions will not (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination termination, cancellation or acceleration oftherefor, or result in the loss of a benefit under, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A1) its organizational documents or (B2) any note, bond, mortgage, indenture, deed of trust, license, lease, permit, agreement or other instrument or obligation to which the Company or any Company subsidiary is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subject, or (iiB) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectCompany. (b) Other than the filing of any current report on Form 8-K required to be filed with the SECCommission with respect to the Transactions, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, laws and such consents and approvals that as have been made or obtained, no material notice to, filing with with, exemption or review by, or authorization, consent or approval of, any Governmental Entity governmental authority is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectTransactions.

Non-Contravention. (a) The None of the execution, delivery and or performance by the Company of this Agreement and or any Ancillary Agreement to which the Company is or will be a party or the consummation by the Company of the transactions contemplated hereby, hereby and compliance by thereby does or will (a) contravene or conflict with the Company Group’s organizational documents, (b) contravene or conflict with or constitute a violation of any provision of any Law or Order binding upon or applicable to the provisions hereofCompany Group or to any of its respective properties, will not rights or assets, (c) except for the Contracts listed on Schedule 4.8 requiring Company Consents (but only as to the need to obtain such Company Consents), (i) violaterequire consent, conflict withapproval or waiver under, or result in a breach of any provision of, or (ii) constitute a default under or breach of (with or an event which, with without the giving of notice or lapse the passage of time or both), would constitute (iii) violate, (iv) give rise to any right of termination, cancellation, amendment or acceleration of any right or obligation of the Company Group or to a default) underloss of any material benefit to which the Company Group is entitled, or result in the termination ofcase of each of clauses (i) – (iv), under any provision of any Permit, Contract or accelerate other instrument or obligations binding upon the performance required byCompany Group or any of its respective properties, rights or result in a right of termination or acceleration ofassets, or (d) result in the creation of, or imposition of any lien, security interest, charge or encumbrance upon Lien (except for Permitted Liens) on any of the properties Company Group’s properties, rights or assets assets, or (e) require any consent, approval or waiver from any Person pursuant to any provision of the organizational documents of the Company Group, except for such consent, approval or any Company subsidiary under any of the terms, conditions or provisions of waiver which shall be obtained (Aand a copy provided to Parent) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable prior to the Company or any Company subsidiary or any of their respective properties or assets exceptClosing, except in the case of clauses (i)(Bc) and – (ii), for those occurrences thate) as would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The execution, Neither the execution and delivery and performance by the Company of this Agreement and Agreement, nor the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, will not (i) violateviolate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which PNCR or Merger Sub is subject or any provision of its charter, By-laws, or other governing documents or (ii) conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, create in any party the right to accelerate, terminate, modify, or result in the creation ofcancel, or require any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary notice under any of the termsagreement, conditions or provisions of (A) its organizational documents or (B) any notecontract, bond, mortgage, indenture, deed of trustlease, license, leaseinstrument, agreement or other instrument or obligation arrangement to which the Company PNCR or any Company subsidiary Merger Sub is a party or by which it or any Company subsidiary may be bound, is bound or to which the Company or any Company subsidiary or any of the properties or its assets of the Company or any Company subsidiary may be are subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, except in the case of each of clauses (i)(Bi) and (ii), for those occurrences thatsuch as could not, individually or in the aggregate, have not had and would not or reasonably be expected to have result in a Company Material Adverse Effect. . Neither PNCR nor Merger Sub needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, other than (bi) Other than the filing of Certificate of Merger with the Secretary of State of the State of California; (ii) any current report filings required any filings required by state securities laws, (iii) the filing of a Notice of a Sale of Securities on Form 8-K required to be filed D with the SEC, such filings and approvals as are required to be made or obtained SEC under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company Regulation D of the Non-Voting Exchange except Securities Act, if required and (iv) the approval of PNCR’s stockholders for any such notices, filings, reviews, authorizations, consents and approvals the failure PNCR to amend its Articles of which Incorporation to make or obtain would not, individually or change its corporate name as provided in the aggregate, reasonably be expected to have a Company Material Adverse EffectSection 6.4.

Non-Contravention. (a) The None of the execution, delivery and or performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, will not (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Additional Agreement to which the Company is or any Company subsidiary is will be a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange transactions contemplated hereby and thereby does or will (a) contravene or conflict with the Company Articles of Incorporation or the Company’s Bylaws, (b) contravene or conflict with or constitute a violation of any provision of any Law or Order binding upon or applicable to any member of the Company Group or to any of their respective properties, rights or assets, (c) except for the Contracts listed on Schedule 4.8 requiring Company Consents (but only as to the need to obtain such Company Consents), (i) require consent, approval, authorization, Order, waiver or other action under, (ii) constitute a default under or breach of (with or without the giving of notice or the passage of time or both), (iii) violate, or (iv) give rise to any right of termination, cancellation, amendment or acceleration of any right or obligation of the Company Group or to a loss of any material benefit to which any member of the Company Group is entitled, in the case of each of clauses (i) - (iv), under any provision of any Permit, Contract or other instrument or obligations binding upon any member of the Company Group or any of their respective properties, rights or assets, (d) result in the creation or imposition of any Lien (except for Permitted Liens) on any of the Company Group’s properties, rights or assets, or (e) require any consent, approval, authorization, Order, waiver, or other action from any Person pursuant to any provision of the Company Articles of Incorporation or Bylaws of the Company or the organizational or constitutive documents of any other member of the Company Group, except (1) for any such noticesconsent, filingsapproval, reviewsauthorization, authorizationsOrder, consents waiver, or other action that shall be obtained (and approvals a copy provided to Parent) prior to the failure Closing and (2) in the case of which clauses (c) and (d), to make or obtain the extent that the occurrence of the foregoing would not, individually or in the aggregate, reasonably be expected to have a be material to the Company Material Adverse Effector, after the Closing, to Parent or the Surviving Corporation.

Non-Contravention. (a) The execution, Neither the execution and delivery and performance by the Company of this Agreement and by such Stockholder nor the consummation of the transactions contemplated hereby, and hereby nor compliance by such Stockholder with any provisions herein will (a) if such Stockholder is not an individual, violate, contravene or conflict with or result in any breach of any provision of the Company certificate of incorporation or bylaws (or other similar governing documents) of such Stockholder, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any supranational, national, foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority on the part of such Stockholder, except for compliance with the provisions hereofapplicable requirements of the Securities Act, will not the Exchange Act or any other United States or federal securities laws and the rules and regulations promulgated thereunder, (ic) violate, conflict with, or result in a breach of any provision provisions of, or constitute require any consent, waiver or approval or result in a default or loss of a benefit (or an give rise to any right of termination, cancellation, modification or acceleration or any event whichthat, with notice or lapse the giving of notice, the passage of time or bothotherwise, would constitute a defaultdefault or give rise to any such right) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, leaseagreement, agreement contract, indenture or other instrument or obligation to which the Company or any Company subsidiary such Stockholder is a party or by which it such Stockholder or any Company subsidiary of its assets may be bound, (d) result (or, with the giving of notice, the passage of time or to which otherwise, would result) in the Company creation or imposition of any Company subsidiary mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any Subject Shares of the properties such Stockholder (other than one created by Parent or assets of the Company or any Company subsidiary may be subjectMerger Sub), or (iie) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any order, writ, injunction, decree, statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company such Stockholder or any Company subsidiary or by which any of their respective properties or assets exceptits Subject Shares are bound, except as would not, in the case of each of clauses (i)(Bc), (d) and (iie), for those occurrences thatreasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected a material adverse effect on such Stockholder’s ability to have a Company Material Adverse Effecttimely perform its obligations under this Agreement. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The executionexecution and delivery of the Agreement, delivery the issuance and performance sale of the shares of Series B Preferred Stock to be sold by the Company hereunder, the fulfillment of this the terms of the Agreement and the terms of the Certificate of Designations the shares of Series B Preferred Stock and the consummation of the transactions contemplated herebyhereby and thereby will not conflict with or constitute a violation of, and compliance by or default (with the passage of time or otherwise) under, any material agreement or instrument to which the Company with is a party or by which it is bound or the provisions hereofcharter, will not (i) violateby-laws or other organizational documents of the Company nor result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company is a party or by which it is bound or to which any of the property or assets of the Company is subject, nor conflict with, or result in a breach violation of, any law, administrative regulation, ordinance, order, judgment or decree of any provision court or governmental agency, arbitration panel or authority applicable to the Company. No consent, approval, authorization or other order of, or constitute a default (registration, qualification or an event whichfiling with, with notice or lapse of time or bothany regulatory body, would constitute a default) underadministrative agency, or result other governmental body in the termination of, or accelerate United States is required for the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any valid issuance and sale of the properties Securities, other than such as have been made or assets obtained before the date of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes this Agreement and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets exceptwhich, in the case of clauses (i)(B) the Conversion Shares and (ii)the Dividend Shares, for those occurrences that, individually or in the aggregate, have are not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” lawsuntil after the issuance of such shares, and such consents other than a Form D which will be filed under the Securities Act of 1933, as amended, after the Closing Date, and approvals that have other than Nasdaq listing which has been made or applied for and will be obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herebyhereby and thereby, and compliance by the Company with the provisions hereofhereof and thereof, will not (iA) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary Subsidiary under any of the terms, conditions or provisions of (Ai) its organizational documents or (Bii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party or by which it or any Company subsidiary Subsidiary may be bound, or to which the Company or any Company subsidiary Subsidiary or any of the properties or assets of the Company or any Company subsidiary Subsidiary may be subject, or (iiB) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and A)(ii)and (iiB), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such filings, consents and approvals that have been made or obtainedobtained (or will be made or obtained prior to Closing), no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including for this purpose the consummation of the Exchange) and compliance by the Company with the provisions hereof will not (1) result in any payment (including any severance payment, payment of unemployment compensation, “excess parachute payment” (within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”)), “golden parachute payment” (as defined in the EESA, as implemented by the Compensation Regulations) or forgiveness of indebtedness or otherwise) becoming due to any current or former employee, officer or director of the Company or any Company Subsidiary from the Company or any Company Subsidiary under any benefit plan or otherwise, (2) increase any benefits otherwise payable under any benefit plan, (3) result in any acceleration of the time of payment or vesting of any such benefits, (4) require the funding or increase in the funding of any such benefits or (5) result in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust and

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement or any other Transaction Document to which it is or will be a party, and the consummation of the transactions contemplated herebyhereby or thereby, do not and compliance by the Company will not: (a) conflict with the provisions hereof, will not (i) violate, conflict with, or result in a violation or breach of any provision of, or constitute a default under (or an event which, with the giving of notice or the passage of time, or both, would constitute a breach), require any consent, authorization, approval or exemption by, any Person under, or give to others any rights of termination or amendment under, any provision of the Charter other organizational documents of the Company or any of its Subsidiaries; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Company or any of its Subsidiaries; (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default) default under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result create in any party, the creation ofright to accelerate, terminate, modify or cancel any lien, security interest, charge contract or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Permit to which the Company or any Company subsidiary of its Subsidiaries is a party party; or by which it (d) result in the creation or imposition of any Company subsidiary may be boundEncumbrance on the Company, or to which the Company or any Company subsidiary or any of its Subsidiaries or the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), Investor. Except for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on a Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made no consent, approval, Permit, Governmental Order, declaration or obtained under any state “blue sky” lawsfiling with, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity Authority is required by or with respect to be made or obtained by the Company in connection with the consummation by execution and delivery of this Agreement or any of the other Transaction Documents to which the Company is or will be a party, and the consummation of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make transactions contemplated hereby or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectthereby.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement Agreement, the Amended Warrant, and the consummation of the transactions contemplated herebyhereby and thereby, and compliance by the Company with the provisions hereofhereof and thereof, will not (iA) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary Subsidiary under any of the terms, conditions or provisions of (Ai) its organizational documents or (Bii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party or by which it or any Company subsidiary Subsidiary may be bound, or to which the Company or any Company subsidiary Subsidiary or any of the properties or assets of the Company or any Company subsidiary Subsidiary may be subject, or (iiB) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Subsidiary or any of their respective properties or assets except, in the case of clauses (i)(BA)(ii) and (iiB), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of the New Certificate of Designations with the Commonwealth of Virginia, any current report on Form 8-K required to be filed with the Securities and Exchange Commission (“SEC”), such filings and approvals as are required to be made or obtained under any state “blue sky” laws, laws and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including for this purpose the consummation of the Exchange) and compliance by the Company with the provisions hereof will not (1) result in any payment (including any severance payment, payment of unemployment compensation, “excess parachute payment” (within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”)), “golden parachute payment” (as defined in the EESA, as implemented by the Compensation Regulations) or forgiveness of indebtedness or otherwise) becoming due to any current or former employee, officer or director of the Company or any Company Subsidiary from the Company or any Company Subsidiary under any benefit plan or otherwise, (2) increase any benefits otherwise payable under any benefit plan, (3) result in any acceleration of the time of payment or vesting of any such benefits, (4) require the funding or increase in the funding of any such benefits or (5) result in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust and (B) neither the Company nor any Company Subsidiary has taken, or permitted to be taken, any action that required, and no circumstances exist that will require the funding, or increase in the funding, of any benefits or resulted, or will result, in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust.

Non-Contravention. (ai) The Except as set forth on Schedule C, the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby, hereby and thereby and compliance by the Company with the provisions hereof, hereof and thereof will not (iA) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination termination, cancellation or acceleration of, or result in the loss of a benefit under, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any subsidiary of the Company subsidiary under any of the terms, conditions or provisions of (A1) its organizational documents or (B2) any note, bond, mortgage, indenture, deed of trust, license, lease, permit, agreement or other instrument or obligation to which the Company or any subsidiary of the Company subsidiary is a party or by which it or any subsidiary of the Company subsidiary may be bound, or to which the Company or any subsidiary of the Company subsidiary or any of the properties or assets of the Company or any subsidiary of the Company subsidiary may be subject, or (iiB) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any subsidiary of the Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(BA)(2) and (iiB), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected likely to have a Company Material Adverse Effect. (bii) Other Except as set forth on Schedule C, other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, laws and such consents and approvals that as have been made or obtained, no notice to, filing with with, exemption or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting FDIC TruPs Exchange except for any such notices, filings, exemptions, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. (iii) (A) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby and thereby and compliance by the Company with the provisions hereof will not (1) result in any payment (including severance, unemployment compensation, “excess parachute payment” (within the meaning of the Code), “golden parachute payment” (as defined in the EESA, as implemented by the Compensation Regulations), forgiveness of indebtedness or otherwise) becoming due to any current or former employee, officer or director of the Company or any subsidiary of the Company from the Company or any subsidiary of the Company under any benefit plan or otherwise, (2) increase any benefits otherwise payable under any benefit plan, (3) result in any acceleration of the time of payment or vesting of any such benefits, (4) require the funding or increase in the funding of any such benefits or (5) result in any limitation on the right of the Company or any subsidiary of the Company to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust, except, in the case of each of clauses (1) through (5) above, to the extent applicable to a benefit plan for the benefit of employees employed primarily outside of the United States, as would not, individually as in the aggregate, reasonably be likely to be material to the Company (it being understood that the Company and its subsidiaries shall use its best efforts to minimize the effect thereof), and (B) neither the Company nor any subsidiary of the Company has taken, or permitted to be taken, any action that required, and no circumstances exist that will require the funding, or increase in the funding, of any benefits or resulted, or will result, in any limitation on the right of the Company or any subsidiary of the Company to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the consummation Seller of the transactions contemplated hereby, Transaction Agreements to which it is a party does not and compliance by the Company with the provisions hereof, will not (i) violateconflict with or violate its organizational documents, (ii) conflict with or violate the organizational documents of any of Seller's Subsidiaries, (iii) assuming that all consents, approvals and authorizations contemplated by Section 5.1(c) have been obtained and all filings described therein have been made, conflict withwith or violate any Law or Governmental Order applicable to Seller or any of Seller's Subsidiaries or by which its or any of their respective properties are bound, or (iv) result in a any breach or violation of any provision of, or constitute a default (or an event which, which with the notice or lapse of time or both, both would constitute become a default) under, or result in the termination ofloss of a benefit under, or accelerate the performance required by, or result in a give rise to any right of termination termination, cancellation, recapture, amendment or acceleration of, or result in the creation ofperformance under, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trustcontract, agreement, lease, license, lease, agreement permit or other instrument or obligation to which the Company Seller or any Company subsidiary of Seller's Subsidiaries is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary Seller or any of the properties Seller's Subsidiaries are bound or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary its or any of their respective properties or assets exceptproperties, except in the case of clauses (i)(Biii) and (ii)iv) of this Section 5.1(b) for any such conflict, for those occurrences thatviolation, individually breach, default, loss, right or in the aggregate, have not had and other occurrence which would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would nothave, individually or in the aggregate, reasonably be expected to aggregate a Material Adverse Effect and would not have a Company Material Adverse Effectmaterial adverse effect on Seller's ability to consummate the transactions contemplated hereby, and other than any such consents, authorizations or approvals that may be required solely by reason of Investor's or any FIM Investor's participation in the transactions contemplated hereby and thereby.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement Agreement, the Amended Warrant, and the consummation of the transactions contemplated herebyhereby and thereby, and compliance by the Company with the provisions hereofhereof and thereof, will not (iA) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary Subsidiary under any of the terms, conditions or provisions of (Ai) its organizational documents or (Bii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party or by which it or any Company subsidiary Subsidiary may be bound, or to which the Company or any Company subsidiary Subsidiary or any of the properties or assets of the Company or any Company subsidiary Subsidiary may be subject, or (iiB) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Subsidiary or any of their respective properties or assets except, in the case of clauses (i)(BA)(ii) and (iiB), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of the New Certificate of Determination with the State of California, any current report on Form 8-K required to be filed with the Securities and Exchange Commission (“SEC”), such filings and approvals as are required to be made or obtained under any state “blue sky” laws, laws and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including for this purpose the consummation of the Exchange) and compliance by the Company with the provisions hereof will not (1) result in any payment (including any severance payment, payment of unemployment compensation, “excess parachute payment” (within the meaning of the Code), “golden parachute payment” (as defined in the EESA, as implemented by the Compensation Regulations) or forgiveness of indebtedness or otherwise) becoming due to any current or former employee, officer or director of the Company or any Company Subsidiary from the Company or any Company Subsidiary under any benefit plan or otherwise, (2) increase any benefits otherwise payable under any benefit plan, (3) result in any acceleration of the time of payment or vesting of any such benefits, (4) require the funding or increase in the funding of any such benefits or (5) result in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust and (B) neither the Company nor any Company Subsidiary has taken, or permitted to be taken, any action that required, and no circumstances exist that will require the funding, or increase in the funding, of any benefits or resulted, or will result, in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust.

Non-Contravention. (a) The Company is not in violation or default of any provision of its certificate of incorporation or by-laws. The Company’s execution, delivery and performance of and compliance with this Agreement, the Warrant, the Registration Rights Agreement and any other agreements contemplated hereby or thereby to which it is a party, the issuance and delivery by the Company of this Agreement the Warrant and, upon exercise of the Warrant, the Exercise Shares and the consummation of the other transactions contemplated hereby, hereby and compliance by the Company with thereby (a) will not result in any violation of the provisions hereofof its certificate of incorporation or by-laws, (b) will not (i) violate, conflict with, with or result in constitute a breach of any provision of, or constitute a default (or constitute an event which, which with notice or lapse of time or both, both would constitute become a default) under, under or result in the termination of, or accelerate the performance required by, or result in a give rise to any right of termination termination, recapture, acceleration or acceleration ofcancellation under any material Contract of the Company, or result in the creation of, or imposition of any lien, security interest, charge lien or encumbrance upon any of the properties property or assets of the Company or any Company subsidiary under of its Subsidiaries, or, to the Company’s knowledge, the suspension, revocation, impairment or forfeiture of any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trustmaterial permit, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary is a party or by which it or any Company subsidiary may be boundauthorization, or approval applicable to which the Company Company, its business or any Company subsidiary operations, or any of its assets or properties, (c) to the properties or assets Company’s knowledge will not result in any violation of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation Legal Requirement or any judgment, ruling, order, writ, injunction order or decree of any Governmental Entity applicable to the Company or any of its Subsidiaries, or (d) to the Company’s knowledge require the consent, approval, order, or authorization of, or registration, qualification, declaration, or filing with, any Governmental Entity on the part of the Company subsidiary or any of their respective properties or assets exceptits Subsidiaries, in the case each of clauses (i)(Bb), (c) and (iid), for other than those occurrences that, individually required with respect to the Stockholder Approval or in the aggregate, have not had and as would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herebyhereby and thereby, and compliance by the Company with the provisions hereofhereof and thereof, will not (iA) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary Subsidiary under any of the terms, conditions or provisions of (Ai) its organizational documents or (Bii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party or by which it or any Company subsidiary Subsidiary may be bound, or to which the Company or any Company subsidiary Subsidiary or any of the properties or assets of the Company or any Company subsidiary Subsidiary may be subject, or (iiB) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Subsidiary or any of their respective properties or assets except, in the case of clauses (i)(BA)(ii) and (iiB), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such filings, consents and approvals that have been made or obtainedobtained (or will be made or obtained prior to Closing), no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including for this purpose the consummation of the Exchange) and compliance by the Company with the provisions hereof will not (1) result in any payment (including any severance payment, payment of unemployment compensation, “excess parachute payment” (within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”)), “golden parachute payment” (as defined in the EESA, as implemented by the Compensation Regulations) or forgiveness of indebtedness or otherwise) becoming due to any current or former employee, officer or director of the Company or any Company Subsidiary from the Company or any Company Subsidiary under any benefit plan or otherwise, (2) increase any benefits otherwise payable under any benefit plan, (3) result in any acceleration of the time of payment or vesting of any such benefits, (4) require the funding or increase in the funding of any such benefits or (5) result in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust and (B) neither the Company nor any Company Subsidiary has taken, or permitted to be taken, any action that required, and no circumstances exist that will require the funding, or increase in the funding, of any benefits or resulted, or will result, in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements by Purchaser, and the consummation by Purchaser of the transactions contemplated herebyin this Agreement and therein, do not and compliance by the Company with the provisions hereof, will not (ia) violate, violate or conflict with, or result in constitute a breach default under, any provision of the statuts or comparable governing instruments of Purchaser or any of its Subsidiaries, (b) violate any provision of, or constitute a default (or an event which, with notice or lapse of time or both, both would constitute constitute) a default) default under, or result in accelerate or permit the termination of, or accelerate acceleration of the performance required by, any Contracts to which Purchaser or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiaries is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary them or any of their respective assets or properties are bound or subject (collectively, the "Purchaser Contracts"), (c) entitle any party to cancel or terminate, or result in any change in the rights or obligations of any party under, or require a consent or waiver by any party to, any Purchaser Contract, (d) result in the creation of a lien, pledge, security interest, voting trust arrangement, charge, option, restriction, claim, or other encumbrance on the equity securities, ownership interests or on the assets exceptof Purchaser or any of its Subsidiaries, (e) violate any Law, by which or to which any of their respective assets or properties are bound or subject, or (f) result in the loss or impairment of any Approval of or benefitting Purchaser or any of its Subsidiaries; except (i) in the case of clauses (i)(Bb), (d), (e) and (f) of this Section, for such violations, defaults, accelerations, losses or impairments as, when taken together with all other such violations, defaults, accelerations, losses and impairments, could not have a Purchaser Material Adverse Effect, and (ii) in the case of clauses (b) and (c), for those occurrences thatviolations, individually or defaults, accelerations, cancellations, terminations of and changes in rights under the aggregateContracts, have not had instruments, agreements and would not reasonably be expected to have a Company Material Adverse Effectobligations listed in Schedule 2.7. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. Assuming compliance with the applicable provisions of the Securities Act, the Exchange Act, the LLC Act and state securities or "blue sky" laws, except as set forth in ‎Section 5.05 of the Seller's Disclosure Letter and except as set forth in the exceptions to Section 5.04, neither (a1) The execution, the execution and delivery and performance by the Company of this Agreement and by the Seller, nor (2) the consummation of the transactions contemplated herebyherein, and compliance by the Company will, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions hereofof the operating agreement or similar organizational document of either the Seller, will not the Company, the Parent or any of their respective Subsidiaries; (ib) violatecontravene, conflict with, or result in a breach violation of or require any provision ofnotice under any Requirements of Law to which the Seller, the Company, or constitute a default any of their respective Subsidiaries, is subject; (or an event whichc) contravene, with notice or lapse of time or bothconflict with, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination violation, a material breach or acceleration a default of, cause forfeiture of any material rights under or result in the creation ofrequire any notice under, any lien, security interest, charge or encumbrance upon any of the properties terms or assets requirements of any Governmental Authorization that is held by the Seller, the Company or any of their respective Subsidiaries, or that otherwise relates to the business of the Company or any Company subsidiary under of their respective Subsidiaries, as currently conducted; (d) contravene, conflict with, result in a material violation or breach of, result in a default under, result in acceleration of, create in any party the right to accelerate, terminate, modify or cancel or require any notice under, any provision of any Seller Significant Contract (as defined in Section 5.11); or (e) contravene, conflict with, result in a material violation or breach of, result in a default under, result in acceleration of, create in any party the termsright to accelerate, conditions terminate, modify or provisions cancel or require any notice under, any provision of (A) its organizational documents or (B) any noteContract, bondother than the Seller Significant Contracts, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Seller, the Company, or any Company subsidiary of their respective subsidiaries is a party or by which it or any Company subsidiary may be its assets are bound, or to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, unless such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain action would not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect.

Non-Contravention. (a) The execution, Neither the execution and delivery and performance by the Company Buyer of this Agreement and each other Transaction Agreement to which the Company or Bank is a party, nor the consummation of the transactions contemplated hereby, hereby or thereby (including the assignments and compliance by the Company with the provisions hereofassumptions referred to in Section 2 above), will not : (i) except as would not be material, violate, conflict with, or result in a breach default under any constitution, statute, law, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Company or Bank is subject or, any provision of its charters, bylaws, or other governing documents; (ii) to the knowledge of the Buyer, conflict with, result in a breach of, or constitute a default (under, result in the acceleration of, create in any party the right to terminate, modify, or an event which, with notice or lapse of time or both, would constitute a default) cancel any right under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, require any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary notice under any of the termsagreement, conditions or provisions of (A) its organizational documents or (B) any notecontract, bond, mortgage, indenture, deed of trustlease, license, leaseinstrument, agreement or other instrument or obligation arrangement to which the Company or any Company subsidiary Bank is a party or by which it or any Company subsidiary may be bound, is bound or to which any of their assets is subject; (iii) to the knowledge of the Buyer, with or without notice or the passage of time or both, result in termination or impairment of, or require any notice, consent, approval or authorization under or with respect to, or the imposition or acceleration of any obligation under, any permit, license, franchise, contractual right or other authorization of the Company or any Company subsidiary Bank; or any (iv) result in the imposition or creation of a Lien upon the properties or assets of the Company or Bank other than Permitted Liens and Encumbrances. The Buyer need not give any Company subsidiary may be subjectnotice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Entity in order for the Parties to consummate the transactions contemplated by this Agreement (ii) subject to compliance with including the statutes assignments and regulations assumptions referred to in the next paragraphSection 2 above), violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii)each case, for those occurrences that, individually or in the aggregate, have not had and as would not reasonably be expected to have a Company Material Adverse Effectmaterial. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement do not, and the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, hereby will not not: (i) violatecontravene, conflict withwith or violate the Company Charter Documents or any Subsidiary Charter Documents; (ii) subject to obtaining the approval of this Agreement and the Merger by the Company’s shareholders as contemplated in Section 5.6 and obtaining all the consents, approvals and authorizations specified in clauses (i) through (iv) of Section 3.4, contravene or result in conflict with or constitute a breach violation of any provision ofof any law, statute, ordinance, rule, code, or regulation of any Governmental Authority (“Law”), or any outstanding order, writ, judgment, injunction, ruling, determination, award or decree by or with any Governmental Authority (“Order”) binding upon or applicable to the Company or its Subsidiaries or by which any of their respective properties are bound; (iii) subject to obtaining all the consents, approvals and authorizations specified in clauses (i) through (iv) of Section 3.4 and Section 3.5 of the Company Disclosure Schedule, constitute a default (or an event whichwhich with notice, with notice or the lapse of time or both, both would constitute become a default) under, under or result in the termination of, or accelerate the performance required by, or result in give rise to a right of termination termination, cancellation or acceleration of, of any right or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets obligation of the Company or any Company subsidiary of its Subsidiaries, under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contract to which the Company or any Company subsidiary of its Subsidiaries is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the its or their properties or assets are bound or (B) any Company Permit; or (iv) result in the creation or imposition of any Liens on any asset of the Company or any Company subsidiary may be subjectof its Subsidiaries, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets exceptother than, in the case of clauses (i)(B) and (ii), for those (iii) or (iv), any such contraventions, conflicts, violations, defaults, rights of termination, cancellation or acceleration or other occurrences that, or Liens that individually or in the aggregate, aggregate have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The execution, delivery and performance by the Company of its obligations under this Agreement and the consummation of the transactions contemplated hereby, hereby and compliance by the Company with the provisions hereof, will Plan of Arrangement do not and shall not (i) violatecontravene, conflict with, or result in a any violation or breach of any provision ofof the articles or by-laws of the Company or the constating documents of the Subsidiary; (ii) assuming compliance with the matters, or obtaining the approvals, referred to in paragraph (c) above, contravene, conflict with or result in a violation or breach of any provision of any applicable Law or any license, approval, consent or authorization issued by a Governmental Entity held by the Company or the Subsidiary; (iii) require any notice or consent or other action by any person under, contravene, conflict with, violate, breach or constitute a default (or an event whichthat, with or without notice or lapse of time or both, would constitute a default) , under, or result in cause or permit the termination oftermination, or accelerate the performance required bycancellation, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument change of any right or obligation or the loss of any benefit to which the Company or the Subsidiary is entitled under, or give rise to any Company subsidiary is a party rights of first refusal or by which it trigger any change in control provisions or any Company subsidiary may be boundrestriction under, any provision of any contract or to which other instrument, binding upon the Company or any Company subsidiary the Subsidiary or affecting any of their respective assets; or (iv) result in the properties creation or assets imposition of any Lien on any asset of the Company or any Company subsidiary may be subjectthe Subsidiary, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets exceptsuch exceptions, in the case of each of clauses (i)(B) and (ii), for those occurrences that(iii) and (iv), as do not have or would not be reasonably expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than . True and complete copies of the filing articles of any current report on Form 8amendment and by-K required to be filed with laws of the SEC, such filings and approvals Company as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that currently in effect have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required available to be made or obtained by the Purchaser and the Company in connection with the consummation by the Company of the Non-Voting Exchange except for has not taken any action to amend or succeed such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectdocuments.

Non-Contravention. The execution, delivery, and performance of the Transaction and each of the other Transaction Agreements will not: (a) The execution, delivery and performance by the Company of this Agreement and the consummation Conflict with any provision of the transactions contemplated herebycertificate of incorporation or bylaws of Company; (b) Require any consent, and compliance by waiver, approval, order, authorization or permit of, or registration, filing with or notification to, any Governmental Body of the Company with the provisions hereofUnited States, will not other than such as have been made or obtained, except for (i) violatenecessary filings with the SEC, conflict with(ii) such consents, approvals, orders, authorizations and regulations, declarations and filings as may be required under applicable state securities or result blue sky laws, (iii) Shareholder approval of the Certificate Amendment, and (iv) such other approvals, waivers, authorizations, permits or and registrations that, if not obtained or made, would not have a Material Adverse Effect; (c) Result in a any violation of or the breach of any provision of, or constitute a default (with or an event which, with without notice or lapse of time or both, would constitute a default) under, or result in the termination ofgive rise to any right of termination, forfeiture, cancellation or acceleration, transfer fees or guaranteed payments or a loss of a material benefit under, or accelerate the performance required byrequire a consent, waiver or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary approval under any of the terms, conditions or provisions of (A) its organizational documents any Material Contract, except for any such conflicts, violations, breaches, defaults, terminations, cancellations or (B) any noteaccelerations, bond, mortgage, indenture, deed transfer fees or guaranteed payments or a loss of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences material benefit under that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; (d) Conflict with or violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to the Company or any Subsidiary or any of their properties or assets, except for such conflicts or violations which would not result in a Material Adverse Effect; or (e) Result in the creation of any lien, encumbrance, claim, security interest or restriction upon any material properties or assets or on any shares of capital stock of the Company or any of its Subsidiaries under any Material Contract except which would not result in a Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The executionNone of the AUM Companies is in material violation of any term of its Governing Documents. None of the AUM Companies is in violation of any term or provision of any Governmental Order to which it is party or by which it is bound which has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 3.3 of the Company Disclosure Letter, the execution and delivery by the Company and the performance by the Company of its obligations pursuant to this Agreement and the consummation of the transactions contemplated herebyAncillary Agreements to which it is or will be a party will not result in, and compliance by the Company with giving of notice, the provisions hereoflapse of time or otherwise, will not (ia) violateany violation of, conflict with, or result in a breach except for (x) obtaining the Company Written Consent or the Company Ordinary Resolution, (y) the filing of the Amalgamation Documents and (z) the receipt of the Regulatory Approvals, require any provision ofconsent, filing, notice, waiver or approval or constitute a default under (i) the Company’s Governing Documents, (ii) any Contract to which any of the AUM Companies is a party or an event whichby which any of the AUM Companies’ assets are bound or (iii) any applicable Law, with notice Permit or lapse of time or bothGovernmental Order, would constitute a defaultnor (b) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of the Company or any Company subsidiary under any of the terms(other than Permitted Liens), conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(Ba)(ii), (a)(iii) and (iib), for those occurrences thatto the extent that the occurrence of the foregoing has not had, and would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. Except for (a) The filings, if required, pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (b) filings required in connection with or in compliance with the Securities Act (as defined), the Exchange Act and the DGCL, (c) applicable requirements under corporation or "blue sky" laws of various states, (d) matters specifically described in this Agreement and (e) the matters described in Section 4.04 of the Disclosure Schedule, neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of this Agreement and the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, will not hereby shall (i) violateviolate any provision of the certificate of incorporation or by-laws of the Company or any of its subsidiaries, conflict with, or (ii) result in a violation or breach of any provision of, or constitute a default (with or an event which, with without notice or lapse of time or both) a default under, would constitute a default) or give rise to any right of termination, cancellation or acceleration of any obligation under, or result in the termination of, or accelerate the performance required by, or result in a right creation of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance Lien upon any of the properties property or assets asset of the Company or any Company subsidiary under of its subsidiaries under, any provision of the terms, conditions or provisions of (A) its organizational documents or (B) any material note, bond, mortgage, indenture, deed of trust, licensemortgage, lease, agreement contract, agreement, instrument, license or other instrument or obligation to which the Company or any Company subsidiary of its subsidiaries is a party or by which it any of them or any Company subsidiary their properties or assets may be bound, or to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subject, or (iiiii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statutelaw, rule or regulation or any rule, regulation, judgment, rulinginjunction, order, writ, injunction order or decree applicable to the Company or any Company subsidiary of its subsidiaries or any of their respective properties or assets exceptassets, in the case of clauses or (i)(Biv) and (ii)require any filing or registration with, for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice notification to, filing with or review by, or authorization, consent or approval of, any court, legislative, executive or regulatory authority or agency (each, a "Governmental Entity is required to be made or obtained by Authority"), except in the Company in connection with the consummation by the Company case of the Non-Voting Exchange except foregoing clauses (ii), (iii) or (iv) for any such noticesviolations, breaches or defaults which, or filings, reviewsregistrations, notifications, authorizations, consents and or approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, will not (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary Subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party or by which it or any Company subsidiary Subsidiary may be bound, or to which the Company or any Company subsidiary Subsidiary or any of the properties or assets of the Company or any Company subsidiary Subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a be material to the Company Material Adverse Effector any of its Subsidiaries. (b) Other than the filing of any current report on Form 8-K required to be filed with the U.S. Securities and Exchange Commission (the “SEC”), such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectbe material to the Company.

Non-Contravention. (a) The Neither the Corporation nor the Corporation’s Subsidiary is in violation of its constating documents. None of the Offering, the execution, delivery and performance by the Company of this Agreement and or the Ancillary Documents or the consummation of the transactions contemplated herebyherein and therein, including the issue of the Special Warrants and the Compensation Options does or will: (i) subject to compliance by the Company Agent with the provisions hereofof this Agreement and excepting of the issuance of the Final Receipt and the receipt for the Preliminary Prospectus, will not and any required approvals for the Listing, require the consent, approval, authorization, order or agreement of, or registration or qualification with, any Governmental Authority or other person; or (iii) violate, conflict with, or result in a any violation or breach of any provision of, or constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in give rise to a right of termination termination, cancellation or acceleration of, of any obligation or result in to the creation of, any lien, security interest, charge loss of or encumbrance Lien upon any of the consolidated properties or assets of the Company or any Company subsidiary Corporation under any provision of: A. the notice of articles or articles of the terms, conditions Corporation or provisions of (A) its the comparable organizational documents of the Corporation’s Subsidiary, or B. subject to the filings and other matters referred to in the immediately following sentence: (B1) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contract to which the Company Corporation or any Company subsidiary the Corporation’s Subsidiary is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the their respective properties or assets of the Company or are bound; (2) any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree Law applicable to the Company Corporation or any Company subsidiary the Corporation’s Subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.assets; or (b3) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made authorization held or obtained by the Company in connection with Corporation or the consummation by the Company of the Non-Voting Exchange except for Corporation’s Subsidiary, other than any such noticesconflicts, filingsviolations, reviewsdefaults, authorizationsrights, consents and approvals the failure of which to make losses or obtain Liens that would not, in any case of (i) or (ii) above, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, and compliance hereby by the Company with the provisions hereof, do not and will not (i) violateassuming the authorizations, consents and approvals referred to inSection 4.03 and the Company Stockholder Approval are obtained, contravene, conflict with, or result in a any violation or breach of any provision ofof the certificate of incorporation or bylaws of the Company or the equivalent organizational or governing documents of any Subsidiary of the Company, (ii) assuming the authorizations, consents and approvals referred to in Section 4.03 and the Company Stockholder Approval are obtained, contravene, conflict with or result in a violation or breach of any provision of any Law or Order, (iii) assuming the authorizations, consents and approvals referred to inSection 4.03 and the Company Stockholder Approval are obtained, require any consent or other action by any Person under, constitute a default (or a violation, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) underdefault or a violation, under or result in the termination of, or accelerate cause or permit the performance required bytermination, or result in a right of termination or cancellation, acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument change of any right or obligation or the loss of any benefit to which the Company or any Company subsidiary of its Subsidiaries is entitled under, any provision of any agreement or other instrument binding upon the Company, any of its Subsidiaries or Trapeza, any obligation to which the Company, any of its Subsidiaries or Trapeza is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary of its Subsidiaries or any of their respective assets may be bound or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the properties assets or assets business of the Company and its Subsidiaries, or (iv) result in the creation or imposition of any Lien (other than a Permitted Lien) on any asset of the Company or any Company subsidiary may be subjectof the Company’s Subsidiaries, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of each of clauses (i)(B) and (ii), for those occurrences that(iii) and (iv), which have not had, and would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than The Company has obtained the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, written consent or approval of, any Governmental Entity is required to be made or obtained by waiver of each of the Company Managed REITs under its Advisory Contract in connection with the consummation by Merger, in each case, a true, correct and complete copy of which has been delivered to Parent (the “Change of Control Consents”). Each Change of Control Consent is valid and binding and in full force and effect, and the Company of the Non-Voting Exchange except for has not waived or released any such noticesright, filings, reviews, authorizations, consents and approvals the failure of which to make claim or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectbenefit thereunder.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, will not (iA) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary Subsidiary under any of the terms, conditions or provisions of (Ai) its organizational documents or (Bii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party or by which it or any Company subsidiary Subsidiary may be bound, or to which the Company or any Company subsidiary Subsidiary or any of the properties or assets of the Company or any Company subsidiary Subsidiary may be subject, or (iiB) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Subsidiary or any of their respective properties or assets except, in the case of clauses (i)(BA)(ii) and (iiB), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.Effect and as disclosed on Schedule A. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such filings, consents and approvals that have been made or obtainedobtained (or will be made or obtained prior to Closing), no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and as disclosed on Schedule A, (A) the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including for this purpose the consummation of the Exchange) and compliance by the Company with the provisions hereof will not (1) result in any payment (including any severance payment, payment of unemployment compensation, “excess parachute payment” (within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”)), “golden parachute payment” (as defined in the EESA, as implemented by the Compensation Regulations) or forgiveness of indebtedness or otherwise) becoming due to any current or former employee, officer or director of the Company or any Company Subsidiary from the Company or any Company Subsidiary under any benefit plan or otherwise, (2) increase any benefits otherwise payable under any benefit plan, (3) result in any acceleration of the time of payment or vesting of any such benefits, (4) require the funding or increase in the funding of any such benefits or

Non-Contravention. (a) The Assuming the accuracy of the representations and warranties of each of the MAMP Parties made hereunder and receipt of the consents described on Schedule 3.4, none of the execution, delivery and or performance by the Company of this Agreement and Agreement, any agreement contemplated hereby or the consummation of the transactions contemplated herebyMerger does or will, and compliance by with or without the Company with the provisions hereofgiving of notice, will not lapse of time, or both, (i) violate, contravene or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets organizational documents of the Company or any Company subsidiary under Subsidiary, (ii) contravene, violate or conflict with any foreign, federal, state, local or other Law binding on the Company or its Subsidiaries or any of their assets or properties are bound or subject, (iii) result in any violation or breach of, or default under, or give rise to a right of termination, acceleration, modification or cancellation or other right adverse to the terms, conditions Company or provisions of any Company Subsidiary under (A) its organizational documents any agreement, document or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party or by which it the Company or any Company subsidiary may be Subsidiary is bound, or to (B) any term or provision of any judgment, order, writ, injunction, or decree of a Governmental Entity by which the Company or any Company subsidiary Subsidiary is bound, or any of the properties or assets of (iv) require the Company or any Company subsidiary may be subjectSubsidiary to obtain any approval, consent or waiver of, or make any filing with, any Person, including any Governmental Entity, except, with respect to clause (iiiv), (A) subject to compliance with the statutes Exchange Act as may be required in connection with this Agreement and regulations referred to in the next paragraphMerger, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(BB) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are may be required to be made by any applicable state securities or obtained under any state “blue sky” lawsLaws, (C) appropriate documents with the relevant authorities of the other jurisdictions in which the Company, MAMP and their respective Subsidiaries are qualified to do business, (D) such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is filings as may be required to be made or obtained by the Company in connection with Transfer Taxes, and (E) the consummation by the Company filing of the Non-Voting Exchange except Merger Filings with, and acceptance for any such noticesrecord by, filingsthe State Corporation Commission of Virginia, reviewsand except, authorizationswith respect to clauses (ii), consents (iii) and approvals the failure of which to make or obtain (iv), as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement Agreement, the Amended Warrant, and the consummation of the transactions contemplated herebyhereby and thereby, and compliance by the Company with the provisions hereofhereof and thereof, will not (iA) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary Subsidiary under any of the terms, conditions or provisions of (Ai) its organizational documents or (Bii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party or by which it or any Company subsidiary Subsidiary may be bound, or to which the Company or any Company subsidiary Subsidiary or any of the properties or assets of the Company or any Company subsidiary Subsidiary may be subject, or (iiB) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Subsidiary or any of their respective properties or assets except, in the case of clauses (i)(BA)(ii) and (iiB), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of the New Certificate of Determination with the State of California, any current report on Form 8-K required to be filed with the Securities and Exchange Commission (“SEC”), such filings and approvals as are required to be made or obtained under any state “"blue sky” laws, " laws and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including for this purpose the consummation of the Exchange) and compliance by the Company with the provisions hereof will not (1) result in any payment (including any severance payment, payment of unemployment compensation, “excess parachute payment” (within the meaning of the Code), “golden parachute payment” (as defined in the EESA, as implemented by the Compensation Regulations) or forgiveness of indebtedness or otherwise) becoming due to any current or former employee, officer or director of the Company or any Company Subsidiary from the Company or any Company Subsidiary under any benefit plan or otherwise, (2) increase any benefits otherwise payable under any benefit plan, (3) result in any acceleration of the time of payment or vesting of any such benefits, (4) require the funding or increase in the funding of any such benefits or (5) result in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust and (B) neither the Company nor any Company Subsidiary has taken, or permitted to be taken, any action that required, and no circumstances exist that will require the funding, or increase in the funding, of any benefits or resulted, or will result, in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust.

Non-Contravention. (a) The execution, Neither the execution and the delivery and performance by the Company of this Agreement and Agreement, nor the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, will not (i) violateviolate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which any of Company and its Subsidiaries is subject or any provision of the charter or bylaws of any of Company and its Subsidiaries or (ii) conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, create in any party the right to accelerate, terminate, modify, or result in the creation ofcancel, or require any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary notice under any of the termsagreement, conditions or provisions of (A) its organizational documents or (B) any notecontract, bond, mortgage, indenture, deed of trustlease, license, leaseinstrument, agreement or other instrument or obligation arrangement to which the any of Company or any Company subsidiary and its Subsidiaries is a party or by which it or any Company subsidiary may be bound, is bound or to which the Company or any Company subsidiary or any of the properties its assets is subject (or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to result in the next paragraphimposition of any Lien upon any of its assets), violate any statuteexcept where the violation, rule conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice or regulation or any judgment, ruling, order, writ, injunction or decree applicable Lien would not be Material to the Company or any its Subsidiaries. Neither Company subsidiary or nor any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected its Subsidiaries needs to have a Company Material Adverse Effect. (b) Other than the filing of give any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, make any filing with or review bywith, or obtain any authorization, consent, or approval of any government or governmental agency or Labor Organization in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent or approval of, any Governmental Entity is required would not be Material to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectits Subsidiaries.

Non-Contravention. (a) The None of the execution, delivery and or performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, will not (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Additional Agreement to which the Company is or any Company subsidiary is will be a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange transactions contemplated hereby and thereby does or will (a) contravene or conflict with the Company Articles of Incorporation or the Company’s Bylaws, (b) contravene or conflict with or constitute a violation of any provision of any Law or Order binding upon or applicable to any member of the Company Group or to any of their respective properties, rights or assets, (c) except for the Contracts listed on Schedule 4.8 requiring Company Consents (but only as to the need to obtain such Company Consents), (i) require consent, approval, authorization, Order, waiver or other action under, (ii) constitute a default under or breach of (with or without the giving of notice or the passage of time or both), (iii) violate, or (iv) give rise to any right of termination, cancellation, amendment or acceleration of any right or obligation of the Company Group or to a loss of any material benefit to which any member of the Company Group is entitled, in the case of each of clauses (i) - (iv), under any provision of any material Permit, Contract or other instrument or obligations binding upon any member of the Company Group or any of their respective properties, rights or assets, (d) result in the creation or imposition of any Lien (except for Permitted Liens) on any of the Company Group’s properties, rights or assets, or (e) require any consent, approval, authorization, Order, waiver, or other action from any Person pursuant to any provision of the Company Articles of Incorporation or Bylaws of the Company or the organizational or constitutive documents of any other member of the Company Group, except (1) for any such noticesconsent, filingsapproval, reviewsauthorization, authorizationsOrder, consents waiver, or other action that shall be obtained (and approvals a copy provided to Parent) prior to the failure Closing and (2) in the case of which clauses (c) and (d), to make or obtain the extent that the occurrence of the foregoing would not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse EffectEffect on the Company or, after the Closing, to Parent or the Surviving Corporation.

Non-Contravention. The execution and delivery of this Agreement, the issuance and sale of the Securities and the consummation of the Transactions will not (a) The executionconflict with or constitute a violation of, or default (with the passage of time or otherwise) under (i) any material Contracts, (ii) the charter, by-laws or other organizational documents of Amen or any of its Subsidiaries, or (iii) to its knowledge, any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority binding upon Amen or any of its Subsidiaries or their respective properties, except as to (i), (ii) and (iii) above those conflicts, violations or defaults that would not reasonably be expected to have a Material Adverse Effect, or (b) result in the creation or imposition of any material lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of Amen or any of its Subsidiaries or an acceleration of indebtedness pursuant to any material obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of material indebtedness or any material indenture, mortgage, deed of trust or any other material agreement or instrument to which Amen or any of its Subsidiaries is a party or by which any of them is bound or to which any of the material property or assets of Amen or any of its Subsidiaries is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any Governmental Authority is required for the execution and delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herebyTransactions; except for those that have been made or obtained, for any securities filings required to be made under federal or state securities laws, and compliance by the Company with the provisions hereof, will not (i) violate, conflict with, where any failure to make or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon obtain any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and foregoing would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The execution, execution and delivery and performance by the Company of this Agreement, ----------------- the issuance of the Shares to be sold by 3DP under the License Agreement and this Agreement, the fulfillment of the terms of the Agreement and the consummation of the transactions contemplated herebyhereby will not: (a) conflict with or constitute a violation of, and compliance by the Company or default (with the provisions hereofpassage of time or otherwise) under, will not (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, material bond, mortgagedebenture, note or other evidence of indebtedness, lease, contract, indenture, mortgage, deed of trust, licenseloan agreement, leasejoint venture or other agreement or instrument to which 3DP is a party or by which its properties are bound, (ii) the charter, by-laws or other organizational documents of 3DP, or (iii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to 3DP or its properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect; or (b) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of 3DP or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument or obligation to which the Company or any Company subsidiary 3DP is a party or by which it or any Company subsidiary may be bound, is bound or to which the Company or any Company subsidiary or any of the properties material property or assets of 3DP is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, or other governmental body in the Company United States or any Company subsidiary may other person is required for the execution and delivery of the Agreement and the valid issuance and sale of the Shares to be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable sold pursuant to the Company or any Company subsidiary or any of their respective properties or assets exceptAgreement, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with and except for any post-closing securities filings or review by, or authorization, consent or approval of, any Governmental Entity is notifications required to be made under federal or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectstate securities laws.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement Agreement, the issuance and sale of the Securities and, upon exercise of the Pre-Funded Warrants, the issuance of the Warrant Shares, and the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, hereby will not (i) violate, conflict with, or result in a any breach or violation of any provision of, or constitute a default under (or an nor constitute any event which, with notice or notice, lapse of time or both, would result in any breach or violation of, constitute a defaultdefault under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, ) (or result in the creation of, any or imposition of a lien, security interest, charge or encumbrance upon on any of the properties property or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of Subsidiaries pursuant to) (A) its organizational documents the charter or bylaws of the Company or the Subsidiaries, or (B) any note, bondindenture, mortgage, indenture, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or other instrument or obligation to which the Company or any Company subsidiary is the Subsidiaries are a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any either of the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary them or any of their respective properties may be bound or assets exceptaffected, or (C) any applicable federal, state, local or foreign law, regulation or rule, or (D) any applicable rule or regulation of any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the rules and regulations of Nasdaq), or (E) any decree, judgment or order applicable to the Company or the Subsidiaries or any of their respective properties, except in the case of the foregoing clauses (i)(BB), (C), (D) and (iiE), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such noticesbreaches, filingsviolations, reviews, authorizations, consents and approvals the failure of which to make defaults or obtain events that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The Assuming that all consents, approvals, authorizations, filings and notifications described in Section 3.8 have been obtained or made, the execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, will not (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for transactions expressly contemplated by this Agreement do not and will not contravene or conflict with, or result in any such noticesviolation or breach of, filings, reviews, authorizations, consents and approvals any provision of the failure Company Organizational Documents of which to make the Company or obtain any Subsidiary of the Company (other than any Excluded Subsidiary). Except as would not, individually or in the aggregate, reasonably be expected material to the Company and its Subsidiaries, taken as a whole, or as set forth in Section 3.9 of the Company Disclosure Letter and assuming that all consents, approvals, authorizations, filings and notifications described in Section 3.8 have been obtained or made, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions expressly contemplated by this Agreement do not and will not: (a) contravene or conflict with, or result in any violation or breach of, any Laws or Orders applicable to the Company or any of its Subsidiaries or by which any assets or properties of the Company or any of its Subsidiaries (the “Company Assets”) are bound; (b) result in any violation or breach of, or constitute a default (with or without notice or lapse of time or both) under, (i) any Contract set forth in Sections 3.20(c), 3.20(d) or 3.21 of the Company Material Adverse EffectDisclosure Letter (collectively, with all amendments to date, the “Company Contracts”) or (ii) any other Contracts to which the Company or its Subsidiaries becomes a party or by which any of the Company Assets become bound after the date hereof that would be required to be disclosed in Sections 3.20(c), 3.20(d) or 3.21 of the Company Disclosure Letter if such Contract were in effect on the date hereof; (c) require any consent, approval or other authorization of, or filing with or notification to, any Person under any Company Contracts; (d) give rise to any termination, cancellation, amendment, modification or acceleration of any rights or obligations under any Company Contracts; (e) cause the creation or imposition of any Liens on any Company Assets; or (f) contravene or conflict with, or result in any violation or breach of, any provision of the Company Organizational Documents of any Excluded Subsidiary.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, and compliance hereby by the Company with the provisions hereof, do not and will not (i) violateassuming the authorizations, consents and approvals referred to in Section 4.03 and the Company Stockholder Approval are obtained, contravene, conflict with, or result in a any violation or breach of any provision ofof the certificate of incorporation or bylaws of the Company or the equivalent organizational or governing documents of any Subsidiary of the Company, (ii) assuming the authorizations, consents and approvals referred to in Section 4.03 and the Company Stockholder Approval are obtained, contravene, conflict with or result in a violation or breach of any provision of any Law or Order, (iii) assuming the authorizations, consents and approvals referred to in Section 4.03 and the Company Stockholder Approval are obtained, require any consent or other action by any Person under, constitute a default (or a violation, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) underdefault or a violation, under or result in the termination of, or accelerate cause or permit the performance required bytermination, or result in a right of termination or cancellation, acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument change of any right or obligation or the loss of any benefit to which the Company or any Company subsidiary of its Subsidiaries is entitled under, any provision of any agreement or other instrument binding upon the Company, any of its Subsidiaries or Trapeza, any obligation to which the Company, any of its Subsidiaries or Trapeza is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary of its Subsidiaries or any of their respective assets may be bound or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the properties assets or assets business of the Company and its Subsidiaries, or (iv) result in the creation or imposition of any Lien (other than a Permitted Lien) on any asset of the Company or any Company subsidiary may be subjectof the Company’s Subsidiaries, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of each of clauses (i)(B) and (ii), for those occurrences that(iii) and (iv), which have not had, and would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than The Company has obtained the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, written consent or approval of, any Governmental Entity is required to be made or obtained by waiver of each of the Company Managed REITs under its Advisory Contract in connection with the consummation by Merger, in each case, a true, correct and complete copy of which has been delivered to Parent (the “Change of Control Consents”). Each Change of Control Consent is valid and binding and in full force and effect, and the Company of the Non-Voting Exchange except for has not waived or released any such noticesright, filings, reviews, authorizations, consents and approvals the failure of which to make claim or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectbenefit thereunder.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement Agreement, the Amended Warrant, and the consummation of the transactions contemplated herebyhereby and thereby, and compliance by the Company with the provisions hereofhereof and thereof, will not (iA) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary Subsidiary under any of the terms, conditions or provisions of (Ai) its organizational documents or (Bii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party or by which it or any Company subsidiary Subsidiary may be bound, or to which the Company or any Company subsidiary Subsidiary or any of the properties or assets of the Company or any Company subsidiary Subsidiary may be subject, or (iiB) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Subsidiary or any of their respective properties or assets except, in the case of clauses (i)(BA)(ii) and (iiB), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of the New Certificate of Designations with the Commonwealth of Puerto Rico, any current report on Form 8-K required to be filed with the Securities and Exchange Commission (“SEC”), such filings and approvals as are required to be made or obtained under any state “blue sky” laws, laws and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including for this purpose the consummation of the Exchange) and compliance by the Company with the provisions hereof will not (1) result in any payment (including any severance payment, payment of unemployment compensation, “excess parachute payment” (within the meaning of the Code), “golden parachute payment” (as defined in the EESA, as implemented by the Compensation Regulations) or forgiveness of indebtedness or otherwise) becoming due to any current or former employee, officer or director of the Company or any Company Subsidiary from the Company or any Company Subsidiary under any benefit plan or otherwise, (2) increase any benefits otherwise payable under any benefit plan, (3) result in any acceleration of the time of payment or vesting of any such benefits, (4) require the funding or increase in the funding of any such benefits or (5) result in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust and (B) neither the Company nor any Company Subsidiary has taken, or permitted to be taken, any action that required, and no circumstances exist that will require the funding, or increase in the funding, of any benefits or resulted, or will result, in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust.

Non-Contravention. (a) The execution, execution and delivery and performance by the Company of this Agreement and Agreement, the consummation of the transactions contemplated hereby, hereby and compliance by the Company with any of the provisions hereof, hereof by such Shareholder will not (a) conflict with or violate any provision of the certificate of incorporation or formation, bylaws, limited liability company agreement or similar organizational documents of such Shareholder, if and as applicable (collectively, the “Organizational Documents”), (b) conflict with or violate any Law, Order or required consent or approval applicable to such Shareholder or any of its properties or assets, or (c) (i) violate, conflict with, with or result in a breach of any provision of, or (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or (iii) result in the termination termination, withdrawal, suspension, cancellation or modification of, or (iv) accelerate the performance required byby such Shareholder under, or (v) result in a right of termination or acceleration ofunder, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of, of any lien, security interest, charge or encumbrance Lien (other than Permitted Lien) upon any of the properties or assets of such Shareholder under, (viii) give rise to any obligation to obtain any third party consent or approval from any Person or (ix) give any Person the Company right to declare a default, exercise any remedy, accelerate the maturity or performance, cancel, terminate or modify any Company subsidiary under right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material Contract of (A) its organizational documents or (B) such Shareholder, except for any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or deviations from any of the properties or assets of the Company or any Company subsidiary may be subject, foregoing clauses (b) or (iic) subject that has not had, and would not reasonably be expected to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences thathave, individually or in the aggregate, have not had a material adverse effect on the ability of such Shareholder to enter into and would not reasonably be expected perform this Agreement and to have a Company Material Adverse Effectconsummate the transactions contemplated hereby. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement Agreement, the Amended Warrant, and the consummation of the transactions contemplated herebyhereby and thereby, and compliance by the Company with the provisions hereofhereof and thereof, will not (iA) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary Subsidiary under any of the terms, conditions or provisions of (Ai) its organizational documents or (Bii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party or by which it or any Company subsidiary Subsidiary may be bound, or to which the Company or any Company subsidiary Subsidiary or any of the properties or assets of the Company or any Company subsidiary Subsidiary may be subject, or (iiB) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Subsidiary or any of their respective properties or assets except, in the case of clauses (i)(BA)(ii) and (iiB), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of the New Certificate of Designations with the Commonwealth of Virginia, any current report on Form 8-K required to be filed with the Securities and Exchange Commission (“SEC”), such filings and approvals as are required to be made or obtained under any state “"blue sky” laws, " laws and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including for this purpose the consummation of the Exchange) and compliance by the Company with the provisions hereof will not (1) result in any payment (including any severance payment, payment of unemployment compensation, “excess parachute payment” (within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”)), “golden parachute payment” (as defined in the EESA, as implemented by the Compensation Regulations) or forgiveness of indebtedness or otherwise) becoming due to any current or former employee, officer or director of the Company or any Company Subsidiary from the Company or any Company Subsidiary under any benefit plan or otherwise, (2) increase any benefits otherwise payable under any benefit plan, (3) result in any acceleration of the time of payment or vesting of any such benefits,

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement Agreement, the Ancillary Agreements and all agreements, documents and instruments executed and delivered by any of them pursuant hereto and the consummation performance of the transactions contemplated herebyby this Agreement, the Ancillary Agreements and compliance by the Company with the provisions hereofsuch other agreements, documents and instruments contemplated herein and thereby do not and will not not: (i) violate, conflict with, violate or result in a breach violation of, conflict with or constitute or result in a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any Company Contract or material permit, license or authorization to which the Company is a party or by which any of them or their respective assets are bound, (ii) violate or result in a violation of, conflict with or constitute or result in a default (whether after the giving of notice, lapse of time or both) under, or accelerate any obligation under, any provision of the Company’s organizational documents; (iii) violate or result in a violation of, or constitute a default (or an event whichwhether after the giving of notice, with notice or lapse of time or both, would constitute a default) under, any provision of any law, regulation or result in the termination rule, or any order of, or accelerate the performance required any restriction imposed by, any court or result governmental agency applicable to the Company, in a right of termination each case, to the extent any such violation or acceleration ofdefault would reasonably be expected to be material; or (iv) require from the Company any notice to, declaration or filing with, or result in the creation consent or approval of, any lienGovernmental Authority, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of except for (A) its organizational documents or the filing of the Agreement of Merger and the Second Agreement of Merger and (B) any notesuch other notices, bonddeclarations, mortgagefilings, indenture, deed of trust, license, lease, agreement consents or other instrument or obligation to which the Company or any Company subsidiary is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences approvals that, individually if not obtained or in the aggregatemade, have would not had adversely affect, and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than adversely affect, the filing of any current report on Form 8-K required Company’s ability to be filed perform or comply with the SECcovenants, such filings and approvals as are required to be made agreements or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by obligations of the Company herein or to consummate the transactions contemplated hereby in connection accordance with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents this Agreement and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectapplicable Law.

Non-Contravention. (a) The Assuming the receipt of all Required Regulatory Approvals, the execution, delivery and performance by Seller Parent, Sellers or the Company Companies of this Agreement and the Ancillary Agreements to which they are or will be a party, as applicable, and the consummation of the Transaction or the other transactions contemplated hereby, and compliance by the Company with the provisions hereofAncillary Agreements, do not and will not (ia) violateviolate any provision of the Organizational Documents of Seller Parent, any Seller or any of the Companies, (b) conflict with, or result in a the breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination oftermination, cancellation, modification or accelerate acceleration (whether after the performance required byfiling of notice or the lapse of time or both) of any right or obligation of Seller Parent, any Seller, the Companies or any of their Subsidiaries, or result in a right loss of termination or acceleration of, or result in the creation ofany benefit to which Seller Parent, any lien, security interest, charge Seller or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Companies or any of their respective properties or assets exceptSubsidiaries is entitled, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made Material Contract or obtained, no notice to, filing with or review byReal Property Lease, or authorization(c) assuming the receipt of all consents, consent or approval ofapprovals, any Governmental Entity is waivers, exemptions and authorizations and the making of notices and filings required to be made or obtained by the Company Buyer, violate or result in connection with the consummation by the Company a breach of or constitute a default under any Law to which Seller Parent, any Seller or any of the Non-Voting Exchange except for Companies or their Subsidiaries is subject, or under any such noticesPermit, filingsother than, reviewsin the cases of clauses (b) and (c), authorizationsconflicts, consents and approvals the failure of which to make breaches, terminations, defaults, cancellations, accelerations, losses or obtain violations that would not, individually or in the aggregate, reasonably be expected materially delay or impair such Party’s ability to have a Company Material Adverse Effectperform its obligations under this Agreement and the Ancillary Agreements.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, by this Agreement do not and compliance by the Company with the provisions hereof, will not (i) violatecontravene, conflict with, or result in a any violation or breach of any provision ofof the certificate of incorporation, bylaws or analogous organizational documents of the Company or any Subsidiary of the Company, (ii) assuming compliance with the matters referred to in Section 4.03, contravene, conflict with or result in a violation or breach of any provision of any applicable law, statute, ordinance, rule, regulation, judgment, injunction, order, or decree, (iii) require any consent or other action by any Person under, constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) , under, or result in cause or permit the termination oftermination, or accelerate the performance required bycancellation, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument change of any right or obligation or the loss of any benefit to which the Company or any Company subsidiary of its Subsidiaries is a party entitled under any provision of any agreement or by which it or any Company subsidiary may be bound, or to which other instrument binding upon the Company or any Company subsidiary of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the properties Company and its Subsidiaries or assets (iv) result in the creation or imposition of any Lien on any asset of the Company or any Company subsidiary may be subjectof its Subsidiaries, or except for those contraventions, conflicts and violations referred to in clause (ii) subject and for those failures to compliance with the statutes and regulations obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(Biii) and (ii), for those occurrences thativ) that would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect (excluding, for this purpose, exception (vi) from the definition thereof). (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement do not, and the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, hereby will not not: (i) violatecontravene, conflict withwith or violate the Company Charter Documents; (ii) subject to obtaining the Company Requisite Vote and obtaining all the consents, approvals and authorizations specified in clauses (i) and (ii) of Section 3.4, contravene or result in conflict with or constitute a breach violation of any provision ofof any federal, state, local or foreign law, statute, ordinance, rule, code, or regulation of any Governmental Authority (“Law”), or any outstanding order, writ, judgment, injunction, ruling, determination, award or decree by or with any Governmental Authority (“Order”) binding upon or applicable to the Company or by which any of their respective properties are bound or affected; (iii) subject to obtaining all the consents, approvals and authorizations specified or required to be specified in Section 3.5 of the Company Disclosure Schedule, constitute a default (or an event whichwhich with notice, with notice or the lapse of time or both, both would constitute become a default) under, under or result in the termination of, or accelerate the performance required by, or result in give rise to a right of termination termination, cancellation, modification or acceleration ofof any right or obligation of the Company, or result in cause increased liability or fees or to the creation of, any lien, security interest, charge loss of a material benefit or encumbrance upon any imposition of the properties or assets of the Company or any Company subsidiary a penalty under any of the terms, conditions or provisions of (A) its organizational documents any Contract (including the Shareholders Agreement) or (B) any noteCompany Permit; or (iv) result in the creation or imposition of any Liens. For purposes of this Agreement, bondthe term “Liens” means, mortgagecollectively, indentureany liens, deed of trustcharges, licensesecurity interests, leaseoptions, agreement claims, pledges or other instrument material encumbrances on any asset of the Company; provided, however, that liens, charges, security interests, options, claims, pledges or obligation other material encumbrances arising out of or relating to which the Company or any Company subsidiary is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the properties or assets following shall not constitute Liens for purposes of the Company or any Company subsidiary may be subjectthis Agreement: (1) mechanic’s, or (ii) subject to compliance with the statutes materialmen’s, carriers, warehousemen, landlords and regulations referred to similar liens that are individually and in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable aggregate not material to the Company Company, taken as a whole, (2) liens, charges, security interests, claims or other encumbrances with respect to current Taxes not yet due and payable or due but not delinquent, (3) liens securing rental payments under capital lease arrangements, (4) liens, charges, security interests, options, claims, pledges or other encumbrances resulting from any Company subsidiary acts or omissions of Parent, Sub or any of their affiliates or their respective properties or assets exceptrepresentatives, (5) non-exclusive standard licenses related to the Company’s software products granted to customers arising in the case ordinary course of clauses (i)(B) business and (ii)6) other liens, for those occurrences thatcharges, individually security interests, options, claims, pledges or other encumbrances arising in the aggregate, have ordinary course of business and not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company incurred in connection with the consummation by borrowing of money or the Company financing of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents purchase price of property (which individually and approvals the failure of which to make or obtain would not, individually or in the aggregateaggregate are not material to the Company, reasonably be expected to have taken as a Company Material Adverse Effectwhole).

Non-Contravention. (a) The executionexecution and delivery of the Agreements and the Warrants, delivery the issuance and performance by sale of the Company Shares and the Warrants under the Agreements and the Warrant Shares under the Warrant, the fulfillment of this Agreement the terms of the Agreements and the Warrants and the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, thereby will not (iA) violate, conflict with, with or result in constitute a breach of any provision violation of, or constitute a default (or an event which, with notice or lapse the passage of time or both, would constitute a defaultotherwise) under, (i) any bond, debenture, note or result other evidence of indebtedness, lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company is a party or by which it or its properties are bound, (ii) the charter, by-laws or other organizational documents of the Company, or (iii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or its properties, except in the termination ofcase of clauses (i) and (iii) for any such conflicts, violations or accelerate the performance required by, defaults that are not reasonably likely to have a Material Adverse Effect or result in a right of termination or acceleration of, or (B) result in the creation of, or imposition of any lien, encumbrance, claim, security interest, charge interest or encumbrance restriction whatsoever upon any of the properties or assets of the Company or an acceleration of indebtedness pursuant to any Company subsidiary under obligation, agreement or condition contained in any bond, debenture, note or any other evidence of the terms, conditions indebtedness or provisions of (A) its organizational documents or (B) any note, bondindenture, mortgage, indenture, deed of trust, license, lease, trust or any other agreement or other instrument or obligation to which the Company or any Company subsidiary is a party or by which it or any Company subsidiary may be bound, is bound or to which any of the material property or assets of the Company is subject, except for such liens, encumbrances, claims, security interests or any Company subsidiary or restrictions upon any of the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any accelerations of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would indebtedness that are not reasonably be expected likely to have a Company Material Adverse Effect. (b) Other than . No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, or other governmental body or any other person is required for the filing execution and delivery of any current report on Form 8-K required the Agreements and the Warrants, and the valid issuance and sale of the Shares and Warrants to be filed with sold pursuant to the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” lawsAgreements, and the valid issuance of the Warrant Shares under the Warrant, other than such consents and approvals that as have been made or obtained, no notice to, filing with and except for any post-closing securities filings or review by, or authorization, consent or approval of, any Governmental Entity is notifications required to be made under federal or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectstate securities laws.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement Agreement, the Amended Warrant, and the consummation of the transactions contemplated herebyhereby and thereby, and compliance by the Company with the provisions hereofhereof and thereof, will not (iA) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary Subsidiary under any of the terms, conditions or provisions of (Ai) its organizational documents or (Bii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party or by which it or any Company subsidiary Subsidiary may be bound, or to which the Company or any Company subsidiary Subsidiary or any of the properties or assets of the Company or any Company subsidiary Subsidiary may be subject, or (iiB) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Subsidiary or any of their respective properties or assets except, in the case of clauses (i)(BA)(ii) and (iiB), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of the amendment to its Charter as contemplated by Section 1.1(d)(ii) with the State of Hawaii, any current report on Form 8-K required to be filed with the Securities and Exchange Commission (“SEC”), such filings and approvals as are required to be made or obtained under any state “blue sky” laws, the NYSE Exception Application, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including for this purpose the consummation of the Exchange) and compliance by the Company with the provisions hereof will not (1) result in any payment (including any severance payment, payment of unemployment compensation, “excess parachute payment” (within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”)), “golden parachute payment” (as defined in the EESA, as implemented by the Compensation Regulations) or forgiveness of indebtedness or otherwise) becoming due to any current or former employee, officer or director of the Company or any Company Subsidiary from the Company or any Company Subsidiary under any benefit plan or otherwise, (2) increase any benefits otherwise payable under any benefit plan, (3) result in any acceleration of the time of payment or vesting of any such benefits, (4) require the funding or increase in the funding of any such benefits or (5) result in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust and (B) neither the Company nor any Company Subsidiary has taken, or permitted to be taken, any action that required, and no circumstances exist that will require the funding, or increase in the funding, of any benefits or resulted, or will result, in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust.

Non-Contravention. Other than (ai) The executionthe filing by such Shareholder of any reports under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder, and any filings with the Securities and Exchange Commission that may required by Section 13(d) or 16(a) of the Securities Exchange Act of 1934, as amended, (ii) any consent, approval filing or notification which has been obtained as of the date hereof, or (iii) any consent, approval, filing or notification, the failure of which to obtain, make or give would not impair in any material respect such Shareholder’s ability to perform its obligations under this Agreement (or the Proxy’s rights to vote such Shareholder’s Subject Shares pursuant to the proxy contemplated by Section 1.b), the execution and delivery and performance by the Company of this Agreement by such Shareholder does not, and the consummation performance of the transactions contemplated hereby, and compliance terms of this Agreement by the Company with the provisions hereof, will not (i) violate, conflict with, or result in a breach of any provision of, or constitute a default such Shareholder (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any Proxy’s voting of the properties or assets of Shareholder’s Subject Shares pursuant to the Company or any Company subsidiary under any of the termsproxy contemplated by Section 1.b) will not, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation require such Shareholder to which obtain the Company or any Company subsidiary is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, or make any Governmental Entity filing or registration with or notification to, any governmental entity, (B) require the consent or approval of any other person, or (C) conflict with or violate (x) any organizational document applicable to such Shareholder, (y) any agreement, obligation or instrument to which such Shareholder is required a party or its properties or assets are bound, or (z) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to be made such Shareholder or obtained by the Company in connection with the consummation by the Company which such Shareholder or any of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make its properties or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectassets are bound.

Non-Contravention. (a) The A. Neither the execution, delivery and or performance by the Company of this Agreement and nor the consummation of the transactions contemplated herebyby this Agreement, and compliance by the Company with the provisions hereof, constitutes or will not constitute (i) violatea breach or violation of any provision of the Constituent Documents of Company; (ii) a violation of any law, regulation or order applicable to Company or any Subsidiary or any of their respective properties or assets; or (iii) a breach or violation of, a conflict with, or result in a breach the loss of any provision ofbenefit under, or constitute a default (or an event which, with notice or the lapse of time time, or both, would constitute a default) under, an event of termination or result in the termination ofcancellation under, or accelerate an event giving rise to acceleration of the performance required byby or rights or obligations under, or result in a right of termination or acceleration of, or result an event resulting in the creation of, of any lien, security interest, charge or encumbrance lien upon any of the properties or assets of the Company or any Company subsidiary under Subsidiary under, any of the termsloan or credit agreement, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement lease or other instrument agreement, instrument, permit, concession, franchise, license or obligation similar authorization to which the Company or any Company subsidiary Subsidiary is a party party, or by which it or any Company subsidiary of its properties, assets or business activities may be boundbound or affected, or to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(Bii) and (iiiii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) B. Other than the filing of any a current report on Form 8-K required to be filed with the Securities and Exchange Commission (“SEC”), such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice toapproval, filing with consent, order or review byauthorization of, or authorizationregistration, consent declaration or approval offiling with, any Governmental Entity or other third party is required to be made or obtained by the Company in connection with the consummation execution, delivery or performance of this Agreement or to consummate the transactions contemplated by the Company this Agreement. The issuance of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure Shares will not require a Listing of which Additional Shares notification to make or obtain would not, individually or in the aggregate, reasonably be expected submitted to have a Company Material Adverse EffectNASDAQ.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereofhereof and thereof, will not (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party or by which it or any Company subsidiary Subsidiary may be bound, or to which the Company or any Company subsidiary Subsidiary or any of the properties or assets of the Company or any Company subsidiary Subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (iiii)(B), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, laws and such consents and approvals that have been made or obtained, no notice to, filing with with, exemption or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, exemptions, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herebyhereby and thereby, and compliance by the Company with the provisions hereofhereof and thereof, will not (iA) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary Subsidiary under any of the terms, conditions or provisions of (Ai) its organizational documents or (Bii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party or by which it or any Company subsidiary Subsidiary may be bound, or to which the Company or any Company subsidiary Subsidiary or any of the properties or assets of the Company or any Company subsidiary Subsidiary may be subject, or (iiB) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and A)(ii)and (iiB), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such filings, consents and approvals that have been made or obtainedobtained (or will be made or obtained prior to Closing), no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including for this purpose the consummation of the Exchange) and compliance by the Company with the provisions hereof will not (1) result in any payment (including any severance payment, payment of unemployment compensation, “excess parachute payment” (within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”)), “golden parachute payment” (as defined in the EESA, as implemented by the Compensation Regulations) or forgiveness of indebtedness or otherwise) becoming due to any current or former employee, officer or director of the Company or any Company Subsidiary from the Company or any Company Subsidiary under any benefit plan or otherwise, (2) increase any benefits otherwise payable under any benefit plan, (3) result in any acceleration of the time of payment or vesting of any such benefits, (4) require the funding or increase in the funding of any such benefits or (5) result in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust and (B) neither the Company nor any Company Subsidiary has taken, or permitted to be taken, any action that required, and no circumstances exist that will require the funding, or increase in the funding, of any benefits or resulted, or will result, in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust.

Non-Contravention. (a) The execution, execution and delivery and performance by the Company of this Agreement and Agreement, the consummation of the transactions contemplated hereby, hereby and compliance by the Company with any of the provisions hereof, hereof by such Shareholder will not (a) conflict with or violate any provision of the certificate of incorporation or formation, bylaws, limited liability company agreement or similar organizational documents (collectively, the “Organizational Documents”) of such Shareholder, if and as applicable, (b) conflict with or violate any Law, Order or required consent or approval applicable to such Shareholder or any of its properties or assets, or (c) (i) violate, conflict with, with or result in a breach of any provision of, or (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or (iii) result in the termination termination, withdrawal, suspension, cancellation or modification of, or (iv) accelerate the performance required byby such Shareholder under, or (v) result in a right of termination or acceleration ofunder, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of, of any lien, security interest, charge or encumbrance Lien (other than Permitted Lien) upon any of the properties or assets of such Shareholder under, (viii) give rise to any obligation to obtain any third party consent or approval from any Person under or (ix) give any Person the Company right to declare a default, exercise any remedy, accelerate the maturity or performance, cancel, terminate or modify any Company subsidiary under right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material Contract of (A) its organizational documents or (B) such Shareholder, except for any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or deviations from any of the properties or assets of the Company or any Company subsidiary may be subject, foregoing clauses (b) or (iic) subject that has not had, and would not reasonably be expected to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences thathave, individually or in the aggregate, have not had a material adverse effect on the ability of such Shareholder to enter into and would not reasonably be expected perform this Agreement and to have a Company Material Adverse Effectconsummate the transactions contemplated hereby. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, hereby do not and compliance by the Company with the provisions hereof, will not (i) violatecontravene, conflict with, or result in a any violation or breach of any provision ofof the memorandum and articles of association of the Company, (ii) assuming compliance with the matters referred to in Section 4.03 and assuming that any and all filings with, notifications to, or approvals of or actions by any Governmental Authority (other than any Governmental Authority of or in the U.S. or the Cayman Islands) required in connection with the transactions contemplated by this Agreement have been made or obtained in a timely manner, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law, (iii) assuming compliance with the matters referred to in Section 4.03, require any consent or other action by any Person (excluding any Governmental Authority (other than any Governmental Authority of or in the U.S. or the Cayman Islands)) under, constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) , under, or result in cause or permit the termination oftermination, or accelerate the performance required bycancellation, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument change of any right or obligation or the loss of any benefit to which the Company or any Company subsidiary of its Subsidiaries is a party entitled under any provision of any agreement or by which it or any Company subsidiary may be bound, or to which other instrument binding upon the Company or any Company subsidiary of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the properties Company and its Subsidiaries or assets (iv) result in the creation or imposition of any Lien on any asset of the Company or any Company subsidiary may be subjectof its Subsidiaries, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets exceptonly such exceptions, in the case of each of clauses (i)(Bii) and through (iiiv), for those occurrences thatas would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (ai) The Neither the execution, delivery and performance by the Company Holder of this Agreement and Agreement, nor the consummation of the transactions contemplated hereby, and nor compliance by the Company such Holder with any of the provisions hereofhereof or thereof, will not (iA) violateviola t e , conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of the Company or any Company subsidiary such Holder under any of the terms, conditions or provisions of (Ai) its organizational documents governing instruments or (Bii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary such Holder is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary such Holder or any of the properties or assets of the Company or any Company subsidiary such Holder may be subject, or (iiB) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any Law, statute, ordinance, rule or regulation regulation, permit, concession, grant, franchise or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary such Holder or any of their respective properties or assets exceptassets, except in the case of clauses (i)(BA)(ii) and (ii)B) for such violations, for those occurrences that, individually or in the aggregate, have not had conflicts and breaches as would not reasonably be expected to have materially and adversely affect such Holder’s ability to perform its respective obligations under this Agreement or consummate the transactions contemplated hereby on a Company Material Adverse Effect. timely basis. (bii) Other than the filing of any current report on Form 8-K required to be filed filings with the SECSEC which may be required under Section 16, Section 13(d) or Section 13(f) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), on the part of such filings Holder and approvals as are required other persons that may be deemed to be made beneficially own the Exchanged Common Shares or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtainedthe Preferred Shares, no notice to, registration, declaration or filing with with, exemption or review by, or authorizationauthorization , order, consent or approval of, any Governmental Entity (as defined below), nor expiration or termination of any statutory waiting period, is required to be made or obtained by the Company in connection with necessary for the consummation by the Company such Holder of the Non-Voting transactions contemplated by this Agreement. (c) Ownership of the Exchanged Common Shares. Such Holder owns of record and beneficially (as such term is defined in Rule 13d-3 under the Exchange except for any such noticesAct) all of its Exchanged Common Shares free and clear of all Liens, filingsother than Permitted Liens. Except pursuant to this Agreement, reviewsthe Existing RRA, authorizationsthe Letter Agreement, consents the Sponsor Letter Agreement and approvals the failure of which to make or obtain would not, individually or Stockholder Support Agreement (as defined in the aggregateMerger Agreement), reasonably be expected there are no options, warrants or other rights, agreements, arrangements or commitments of any character to have which such Holder is a Company Material Adverse Effect.party relating to the pledge, disposition or voting of any of the Exchanged Common Shares with respect to or otherwise affecting the matters covered herein and there are no voting trusts or voting agreements with respect to the Exchanged Common Shares

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, and compliance by the Company of the Transactions do not and will not, assuming compliance with the provisions hereofmatters referred to in Section 4.2 and Section 4.3, will not (ia) violatecontravene or conflict with the Company Charter or the Company Bylaws or the Organizational Documents of any Subsidiary of the Company, (b) contravene or conflict withwith or constitute a violation of any provision of any Law binding upon or applicable to the Company or any of its Subsidiaries, or (c) result in a breach of any provision of, or require any consent under, constitute a default (or an event which, that with notice or lapse the passage of time or both, would constitute become a default) under, or result in the termination of, or accelerate the performance required by, or result in a give rise to any right of termination termination, cancellation, amendment or acceleration of, of any right or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets obligation of the Company or any Company subsidiary under of its Subsidiaries or to a loss of any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation benefit to which the Company or any Company subsidiary of its Subsidiaries is a party entitled under any provision of, any agreement, contract or by which it or any Company subsidiary may be bound, or to which other instrument binding upon the Company or any of its Subsidiaries or any Permit or similar authorization held by the Company subsidiary or any of its Subsidiaries or (d) result in the properties creation or assets imposition of any Encumbrance (other than any Permitted Encumbrance) on any property or other asset of the Company or any Company subsidiary may be subjectof its Subsidiaries, except for such contraventions, conflicts or (ii) subject to compliance with the statutes and regulations violations referred to in the next paragraphclause (b) or breaches, violate any statuteconsents, rule defaults, rights of termination, cancellations, amendments or regulation accelerations, losses or any judgment, ruling, order, writ, injunction Encumbrances referred to in clause (c) or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except(d), in the each case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had had, and would not be reasonably be expected likely to have have, a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, will not not, subject to the Shareholder Approvals, (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary Subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party or by which it or any Company subsidiary Subsidiary may be bound, or to which the Company or any Company subsidiary Subsidiary or any of the properties or assets of the Company or any Company subsidiary Subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the Securities and Exchange Commission (“SEC”), such filings and approvals the Required Approvals (as are required to be made or obtained under any state “blue sky” lawsdefined in the Purchase Agreement), and such consents consents, notices and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting each Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement Agreement, the Amended Warrant, and the consummation of the transactions contemplated herebyhereby and thereby, and compliance by the Company with the provisions hereofhereof and thereof, will not (iA) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary Subsidiary under any of the terms, conditions or provisions of (Ai) its organizational documents or (Bii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party or by which it or any Company subsidiary Subsidiary may be bound, or to which the Company or any Company subsidiary Subsidiary or any of the properties or assets of the Company or any Company subsidiary Subsidiary may be subject, or (iiB) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Subsidiary or any of their respective properties or assets except, in the case of clauses (i)(BA)(ii) and (iiB), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of the New Certificate of Designations with the State of Michigan, any current report on Form 8-K required to be filed with the Securities and Exchange Commission ("SEC"), such filings and approvals as are required to be made or obtained under any state “"blue sky” laws, " laws and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including for this purpose the consummation of the Exchange) and compliance by the Company with the provisions hereof will not (1) result in any payment (including any severance payment, payment of unemployment compensation, "excess parachute payment" (within the meaning of the Code), "golden parachute payment" (as defined in the EESA, as implemented by the Compensation Regulations) or forgiveness of indebtedness or otherwise) becoming due to any current or former employee, officer or director of the Company or any Company Subsidiary from the Company or any Company Subsidiary under any benefit plan or otherwise, (2) increase any benefits otherwise payable under any benefit plan, (3) result in any acceleration of the time of payment or vesting of any such benefits, (4) require the funding or increase in the funding of any such benefits or (5) result in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust and (B) neither the Company nor any Company Subsidiary has taken, or permitted to be taken, any action that required, and no circumstances exist that will require the funding, or increase in the funding, of any benefits or resulted, or will result, in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust.

Non-Contravention.  (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, will not (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary Subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party or by which it or any Company subsidiary Subsidiary may be bound, or to which the Company or any Company subsidiary Subsidiary or any of the properties or assets of the Company or any Company subsidiary Subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the Securities and Exchange Commission (“SEC”), such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The At Closing, the issuance and sale of the Shares, the execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement and the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, Transactions will not (i) violate, conflict with, with or result in a breach or violation of any provision of the terms or provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (i) any indenture, mortgage, deed of trust, loan agreement or result in other agreement or instrument to which the termination of, Company or accelerate any of its Subsidiaries is a party or by which the performance required by, Company or result in a right any of termination its Subsidiaries is bound or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon to which any of the properties property or assets of the Company or any Company subsidiary under any of its Subsidiaries is subject, (ii) the terms, conditions certificate of formation or provisions of the operating agreement (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the properties or assets applicable organizational document) of the Company or any Company subsidiary may be subjectof its Subsidiaries, or (iiiii) subject to compliance with the statutes and regulations referred to in the next paragraphany statute or any judgment, violate any statuteorder, rule or regulation of any court or any judgment, ruling, order, writ, injunction governmental agency or decree applicable to body having jurisdiction over the Company or any Company subsidiary of its Subsidiaries or any of their respective properties or assets properties, except, in the case of clauses (i)(Bi) and (ii)iii) for such defaults, for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review bybreaches, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain violations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Shares, the execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement or the consummation by the Company of the Transactions, except such as have been obtained or as may be required under state securities or Blue Sky laws.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement Agreement, the Amended Warrant, and the consummation of the transactions contemplated herebyhereby and thereby, and compliance by the Company with the provisions hereofhereof and thereof, will not (iA) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary Subsidiary under any of the terms, conditions or provisions of (Ai) its organizational documents or (Bii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party or by which it or any Company subsidiary Subsidiary may be bound, or to which the Company or any Company subsidiary Subsidiary or any of the properties or assets of the Company or any Company subsidiary Subsidiary may be subject, or (iiB) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary Subsidiary or any of their respective properties or assets except, in the case of clauses (i)(BA)(ii) and (iiB), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of the New Certificate of Designations with the State of Washington, any current report on Form 8-K required to be filed with the Securities and Exchange Commission (“SEC”), such filings and approvals as are required to be made or obtained under any state “blue sky” laws, laws and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including for this purpose the consummation of the Exchange) and compliance by the Company with the provisions hereof will not (1) result in any payment (including any severance payment, payment of unemployment compensation, “excess parachute payment” (within the meaning of the Code), “golden parachute payment” (as defined in the EESA, as implemented by the Compensation Regulations) or forgiveness of indebtedness or otherwise) becoming due to any current or former employee, officer or director of the Company or any Company Subsidiary from the Company or any Company Subsidiary under any benefit plan or otherwise, (2) increase any benefits otherwise payable under any benefit plan, (3) result in any acceleration of the time of payment or vesting of any such benefits, (4) require the funding or increase in the funding of any such benefits or (5) result in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust and (B) neither the Company nor any Company Subsidiary has taken, or permitted to be taken, any action that required, and no circumstances exist that will require the funding, or increase in the funding, of any benefits or resulted, or will result, in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, hereby do not and compliance by the Company with the provisions hereof, will not (i) violatecontravene, conflict withwith or result in any violation or breach of any provision of the certificate of incorporation or bylaws of the Company, (ii) assuming compliance with the matters referred to in Section 4.03, contravene, conflict with or result in a violation or breach of any provision ofof any applicable law, statute, ordinance, rule, regulation, judgment, injunction, order or decree, (iii) require any consent or other action by any Person under, constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) , under, or result in cause or permit the termination oftermination, or accelerate the performance required bycancellation, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument change of any right or obligation or the loss of any benefit to which the Company or any Company subsidiary of its Subsidiaries is a party entitled under any provision of any agreement or by which it or any Company subsidiary may be bound, or to which other instrument binding upon the Company or any Company subsidiary of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the properties Company and its Subsidiaries or assets (iv) result in the creation or imposition of any Lien on any asset of the Company or any Company subsidiary may be subjectof its Subsidiaries, or except for such contraventions, conflicts and violations referred to in clause (ii) subject and for such failures to compliance with the statutes and regulations obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(Biii) and (ii), for those occurrences thativ) that could not be reasonably expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report Effect on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with or materially to impair the consummation by ability of the Company of to consummate the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectactions contemplated by this Agreement.

Non-Contravention. (a) The Neither Seller’s nor any Equityholder’s execution, delivery and performance by the Company of this Agreement and or any Related Agreement to which it is, or at the Closing will be, a party, or the consummation of the transactions contemplated herebyhereby or thereby, and compliance by the Company with the provisions hereof, will not (i) violateconstitutes or will constitute a breach, conflict withviolation or infringement of Seller’s or such Equityholder’s governing documents, (ii) constitute or result in will constitute a breach or violation of any provision of, or constitute a default under (with or an event which, with without due notice or lapse of time or both) any Law, would Order or other restriction of any Governmental Authority to which Seller, any Equityholder, the Business or any of Seller’s assets or properties (including any Purchased Asset) is subject, (iii) conflicts or will conflict with, results or will result in a breach of, constitutes or will constitute a default) default under, results or will result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, creates or result will create in any party the creation ofright to accelerate, terminate, modify or cancel, or will terminate, modify or cancel, or requires or will require any notice under, any lien, security interest, charge Contract or encumbrance upon any of the properties or assets of the Company Permit to which Seller or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Equityholder is a party or by which it Seller or any Company subsidiary may be bound, Equityholder is bound or to by which the Company or any Company subsidiary Business or any of Seller’s assets or properties (including any Purchased Asset) is bound or affected, (iv) result or will result in the creation or imposition of any Encumbrance upon any of Seller’s assets or properties or assets of the Company or (including any Company subsidiary may be subjectPurchased Asset), or (iiv) subject require or will require any approval, license, certificate, consent, waiver, authorization, novation, notice or other Permit of or to compliance with the statutes and regulations referred to in the next paragraphany Person, violate including any statute, rule or regulation Governmental Authority or any judgmentparty to any Contract, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such noticesapproval, filingslicense, reviewscertificate, authorizationsconsent, consents and approvals waiver, authorization, novation, notice or other Permit that has been obtained or made prior to the failure Closing, each of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectis listed on Schedule 3(b).

Non-Contravention. (a) The Provided those consents, approvals, authorizations, declarations filings or notices set forth on Schedule 3.3 or otherwise described in Section 3.3 are obtained or made, as applicable, the execution, delivery and performance by Elite and the Company of this Agreement and any Additional Agreements to which it is a party does not, and the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, hereby will not (ia) violate, contravene or conflict withwith the organizational documents of Elite and the Company, or result in any of its Subsidiaries, (b) contravene or conflict with or constitute a breach violation of any provision ofof any Law or Order binding upon or applicable to Elite and the Company or any of its Subsidiaries, or any of the Equity Interests, (c) except for the Material Contracts listed on Schedule 3.171, require Company Consents (but only as to the need to obtain such Company Consents), constitute a default under or breach of (with or an event which, with without the giving of notice or lapse the passage of time or both) or violate or give rise to any right of termination, would constitute a default) undercancellation, amendment or acceleration of any right or obligation of Elite and the Company, or result in any of its Subsidiaries or require any payment or reimbursement or to a loss of any material benefit relating to the termination ofBusiness to which Elite and the Company, or accelerate any of its Subsidiaries is entitled under any provision of any material Permit, Material Contract or other instrument or obligations binding upon Elite and the performance required byCompany, or result in a right any of termination its Subsidiaries or acceleration ofby which any of the Equity Interests or any of Elite and the Company assets is or may be bound or any material Permit, or (d) result in the creation of, or imposition of any lien, security interest, charge or encumbrance upon Lien on any of the properties Equity Interests or Elite and the Company’s assets, including the assets of the Company or any Company subsidiary under any of its Subsidiaries, other than Permitted Liens on the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectCompany’s assets. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The Assuming the accuracy of the representations and warranties of each of the MAMP Parties made hereunder and receipt of the consents described on Schedule 3.4, none of the execution, delivery and or performance by the Company of this Agreement and Agreement, any agreement contemplated hereby or the consummation of the transactions contemplated herebyMerger does or will, and compliance by with or without the Company with the provisions hereofgiving of notice, will not lapse of time, or both, (i) violate, contravene or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets organizational documents of the Company or any Company subsidiary under Subsidiary, (ii) contravene, violate or conflict with any foreign, federal, state, local or other Law binding on the Company or its Subsidiaries or any of their assets or properties are bound or subject, (iii) result in any violation or breach of, or default under, or give rise to a right of termination, acceleration, modification or cancellation or other right adverse to the terms, conditions Company or provisions of any Company Subsidiary under (A) its organizational documents any agreement, document or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary Subsidiary is a party or by which it the Company or any Company subsidiary may be Subsidiary is bound, or to (B) any term or provision of any judgment, order, writ, injunction, or decree of a Governmental Entity by which the Company or any Company subsidiary Subsidiary is bound, or any of the properties or assets of (iv) require the Company or any Company subsidiary may be subjectSubsidiary to obtain any approval, consent or waiver of, or make any filing with, any Person, including any Governmental Entity, except, with respect to clause (iiiv), (A) subject to compliance with the statutes Exchange Act as may be required in connection with this Agreement and regulations referred to in the next paragraphMerger, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(BB) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are may be required to be made by any applicable state securities or obtained under any state “blue sky” lawsLaws, (C) appropriate documents with the relevant authorities of the other jurisdictions in which the Company, MAMP and their respective Subsidiaries are qualified to do business, (D) such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is filings as may be required to be made or obtained by the Company in connection with Transfer Taxes, and (E) the consummation by the Company filing of the Non-Voting Exchange except Merger Filings with, and acceptance for any such noticesrecord by, filingsthe Department of State of the Commonwealth of Pennsylvania, reviewsand except, authorizationswith respect to clauses (ii), consents (iii) and approvals the failure of which to make or obtain (iv), as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, will not (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (a) The executionExcept as set forth in Schedule 3.4, neither the execution and delivery and performance by the Company of this Agreement and or any documents executed in connection herewith, nor the consummation of the transactions contemplated herebyherein or therein, and compliance by does or shall: (a) violate, conflict with, result in a breach of or require notice or consent, or decrease the Company with rights of Seller or the provisions hereofMember or increase the rights of any third party, will not under (i) violateany Law, (ii) the certificate of formation, limited liability company agreement, board or member resolutions or other governing documents or instruments of Seller or (iii) any provision of any agreement or instrument to which Seller or Member is a party; (b) contravene, conflict with, or result in a breach of any provision violation of, or constitute a default (give any Governmental Body or an event which, with notice other Person the right to challenge any of such transactions or lapse of time to exercise any remedy or both, would constitute a default) obtain any relief under, any Law, to which Seller or result in the termination ofMember, or accelerate any of the performance required byassets owned or used by Seller or the Member, are bound; (c) contravene, conflict with, or result in a right violation of termination any of the terms or acceleration requirements of, or result in give any Governmental Body the creation right to revoke, withdraw, suspend, cancel, terminate, or modify, any license, permit, consent, approval, authorization, qualification, certificate, registration or order of any Governmental Body that is held by Seller or the Member or that otherwise relates to the business of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the properties assets owned or assets used by, Seller or the Member; (d) otherwise require notice to or consent of any Governmental Body, except for (i) any filing under the Company or any Company subsidiary may be subject, or HSR Act; (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed articles or certificates of merger with the SEC, such Secretary of State of the States of Washington and Delaware; and (iii) any filings and approvals as are required to be made with and/or approvals to be obtained from the U.S. Coast Guard with respect to the transfer of the Vessels; (e) result in the imposition or obtained under creation of any state “blue sky” laws, and such consents and approvals that have been made Lien upon or obtained, no notice to, filing with respect to the Membership Interests of Seller or review byany assets of Seller or the Member; or (f) result in the acceleration or mandatory prepayment of any indebtedness, or authorizationany guaranty of Seller or the Member or afford any holder of any indebtedness, consent or approval ofany beneficiary of any guaranty the right to require Seller or the Member to redeem, purchase or otherwise acquire, reacquire or repay any Governmental Entity is required indebtedness, or to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for perform any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectguaranty.

Non-Contravention. (a) The execution, delivery issue and performance sale of the Shares and the compliance by the Company of with this Agreement and the consummation of the transactions contemplated hereby, in this Agreement and compliance by the Company with the provisions hereof, Prospectus will not (i) violate, conflict with, with or result in a breach or violation of any provision of the terms or provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (A) any indenture, mortgage, deed of trust, loan agreement or result in other agreement or instrument to which the termination of, Company or accelerate any of its subsidiaries is a party or by which the performance required by, Company or result in a right any of termination its subsidiaries is bound or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon to which any of the properties property or assets of the Company or any Company subsidiary under any of the termsits subsidiaries is subject, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed the articles of trust, license, lease, agreement association or by-laws (or other instrument or obligation to which the Company or any Company subsidiary is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or any of the properties or assets applicable organizational document) of the Company or any Company subsidiary may be subjectof its subsidiaries, or (iiC) subject to compliance with the statutes and regulations referred to in the next paragraphany statute or any judgment, violate any statuteorder, rule or regulation of any court or any judgment, ruling, order, writ, injunction governmental agency or decree applicable to body having jurisdiction over the Company or any Company subsidiary of its subsidiaries or any of their respective properties or assets (including, without limitation, the CA 2006 and the Financial Services and Markets Xxx 0000 of the United Kingdom and EU Regulation (No. 596/2014) as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended) and as amended from time to time), except, in the case of clauses (i)(BA) and (ii)C) for such defaults, for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review bybreaches, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain violations that would not, individually or in the aggregate, be reasonably be expected to have a Company Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Shares or the consummation by the Company of the transactions contemplated by this Agreement, except such as have been obtained under the Securities Act, the approval by the Financial Industry Regulatory Authority (“FINRA”) of the underwriting terms and arrangements and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the ADSs by the Agent.

Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation of the transactions contemplated hereby, and compliance by the Company with of the provisions hereofTransactions, do not and will not (i) violatecontravene, conflict with, or result in any violation or breach of any provision of the articles of incorporation or bylaws of the Company, (ii) assuming compliance with the matters referred to in Section 5.3, contravene, conflict with, or result in a violation or breach of any provision ofof any applicable law, statute, ordinance, rule, regulation, judgment, injunction, order or decree, (iii) require any consent or other action by any Person under, constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute become a default) , under, or result in cause or permit the termination oftermination, or accelerate the performance required bycancellation, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument change of any right or obligation or the loss of any benefit to which the Company or any Company subsidiary of its Subsidiaries is a party entitled under any provision of any agreement or by which it other instrument with any financial institution or any Company subsidiary may be bound, or to which government agency binding upon the Company or any Company subsidiary of its Subsidiaries (except as set forth on SCHEDULE 5.4) or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the properties Company and its Subsidiaries or assets (iv) result in the creation or imposition of any Lien on any asset of the Company or any Company subsidiary may be subjectof its Subsidiaries, or except such contraventions, conflicts and violations referred to in clause (ii) subject and such failures to compliance with the statutes and regulations obtain any such consent or other action, default, termination, cancellation, acceleration, change, loss or Lien referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(Biii) and or (ii), for those occurrences thativ) that could not be reasonably expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of any current report Effect on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with or to impair materially the consummation by ability of the Company of to consummate the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectTransactions.

Non-Contravention. (a) The execution, execution and delivery and performance by the Company of this Agreement and Agreement, the consummation of the transactions contemplated hereby, hereby and compliance by the Company with any of the provisions hereof, hereof by such Shareholder will not (a) conflict with or violate any provision of the certificate of incorporation or formation, bylaws, limited liability company agreement or similar organizational documents of such Shareholder, if and as applicable (collectively, the “Organizational Documents”), (b) conflict with or violate any Law, Governmental Order or required consent or approval applicable to such Shareholder or any of its properties or assets, or (c) (i) violate, conflict with, with or result in a breach of any provision of, or (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or (iii) result in the termination termination, withdrawal, suspension, cancellation or modification of, or (iv) accelerate the performance required byby such Shareholder under, or (v) result in a right of termination or acceleration ofunder, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of, of any lien, security interest, charge or encumbrance Lien (other than Permitted Lien) upon any of the properties or assets of such Shareholder under, (viii) give rise to any obligation to obtain any third party consent or approval from any Person or (ix) give any Person the Company right to declare a default, exercise any remedy, accelerate the maturity or performance, cancel, terminate or modify any Company subsidiary under right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material Contract of (A) its organizational documents or (B) such Shareholder, except for any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company subsidiary is a party or by which it or any Company subsidiary may be bound, or to which the Company or any Company subsidiary or deviations from any of the properties or assets of the Company or any Company subsidiary may be subject, foregoing clauses (b) or (iic) subject that has not had, and would not reasonably be expected to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(B) and (ii), for those occurrences thathave, individually or in the aggregate, have not had a material adverse effect on the ability of such Shareholder to enter into and would not reasonably be expected perform this Agreement and to have a Company Material Adverse Effectconsummate the transactions contemplated hereby. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. (aExcept as set forth in Section 4.4(a) The executionof the Seller Disclosure Schedule, the execution and delivery and performance by the Company of this Agreement by the Seller does not, and the consummation of the transactions contemplated hereby, and compliance by the Company with the provisions hereof, Contemplated Transactions will not (with or without notice or lapse of time or both), (i) violate or conflict with any provision of the Certificate of Incorporation or Bylaws of the Company or similar governing documents of any of the Company's Subsidiaries; (ii) subject to obtaining the Company Required Statutory Approvals, violate or conflict with any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective Assets; or (iii) subject to obtaining the third-party consents set forth in Section 4.4(a) of the Seller Disclosure Schedule (the "Company Required Consents"), violate, conflict with, or result in a breach of any provision of, or constitute a default (under, or an event whichtrigger any obligation to repurchase, with notice redeem or lapse of time or both, would constitute a default) otherwise retire indebtedness under, or result in the termination of, or accelerate the performance required by, or result in a right of termination termination, cancellation, or acceleration ofof any obligation or the loss of a material benefit under, or result in the creation of, of any lien, security interest, charge or encumbrance Encumbrance upon any of the properties or assets Assets of the Company or any Company subsidiary under of its Subsidiaries pursuant to any of the termsprovisions of, conditions or provisions of (A) its organizational documents or (B) any note, bond, mortgage, indenture, deed of trust, license, leasefranchise, permit, concession, contract, lease of other instrument, obligation or agreement or other instrument or obligation of any kind to which the Company or any Company subsidiary of its Subsidiaries is now a party or by which it or any Company subsidiary may be boundof its Assets is bound or affected, or to which the Company or any Company subsidiary or any of the properties or assets of the Company or any Company subsidiary may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company subsidiary or any of their respective properties or assets except, in the case of clauses (i)(Bii) and (iiiii), for those occurrences thatas would not, individually or in the aggregate, have not had and would not or be reasonably be expected likely to have a Company Material Adverse Effect. (b) Other than the filing of any current report on Form 8-K required to be filed with the SEC, such filings and approvals as are required to be made or obtained under any state “blue sky” laws, and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Non-Voting Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.