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 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 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 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 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 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 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 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 of the transactions contemplated hereby, and compliance Transactions by the Company with the provisions hereof, do not and will not (ia) violateassuming the authorizations, consents and approvals referred to in Section 3.03 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, (b) assuming the authorizations, consents and approvals referred to in Section 3.03 are obtained, contravene, conflict with or result in a violation or breach of any provision of any applicable Law or Order, (c) assuming the authorizations, consents and approvals referred to in Section 3.03 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 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 governmental 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 (d) result in the creation or imposition of any Lien, other than any Permitted Lien and Liens contemplated by the Debt Financing, 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 except, in the case of clauses (i)(Bb), (c) and (iid), for those occurrences thatwhich 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 (x) a Company Material Adverse Effect. Effect or (by) Other than an effect that would prevent, materially delay or materially impair the filing ability 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 to perform its obligations under this Agreement or to consummate 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 EffectMerger.

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. (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 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 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. 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. (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 (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, 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 Except as set forth on Section 4.04 of the Company Disclosure Schedule, the execution, delivery and performance by the Company of this Agreement and, assuming compliance with the matters referred to in Section 4.03 and receipt of the Company Shareholder Approval, the consummation of the transactions contemplated hereby, do not and compliance by the Company with the provisions hereof, will not (ia) violateassuming the accuracy of the representation in the last sentence of Section 5.08(a), contravene, conflict with, or result in any violation or breach of any provision of the articles of incorporation or bylaws of the Company (such documents, collectively, the “Company Organizational Documents”), (b) assuming the accuracy of the representation in the last sentence of Section 5.08(a), contravene, conflict with, or result in a violation or breach of any provision ofApplicable Law, (c) assuming the accuracy of the representation in Section 5.08(c), require any consent or other action by any Person under, constitute a default (under, or an event whichcause or permit the termination, cancellation, or acceleration of any material right or obligation or the loss of any material benefit to which the Company or any of its Subsidiaries is entitled, in each case, with or without notice or the lapse of time or both, would constitute a defaultunder any provision of any Contract or other instrument binding upon the Company or any of its Subsidiaries or to which their respective properties or assets are subject, (d) underassuming the accuracy of the representation in Section 5.08(c), 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, or imposition of any lien, security interest, charge or encumbrance upon Lien (other than any of the properties or assets Permitted Lien) on any asset of the Company or any Company subsidiary under any of its Subsidiaries or (e) assuming the accuracy of the termsrepresentation in Section 5.08(c), conditions result in a violation of, a termination (or provisions right of (Atermination) its organizational documents or (B) cancellation of, or default under, or the creation or acceleration of any obligation or the loss or reduction of a benefit under, any provision of any loan or credit agreement, 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, of its Subsidiaries or to which the Company its 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 exceptare bound, other than, in the case of each of clauses (i)(Bb) and through (iie), 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 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)(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 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. 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. (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 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. (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 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. 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 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 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. (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 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 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, 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 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 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 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 executionexecution and delivery by the Company of this Agreement, delivery and the performance by the Company of this Agreement its covenants and obligations hereunder, and the consummation of the transactions contemplated hereby, and compliance by hereby do not (a) violate or conflict with any provision of the organizational documents of the Company with the provisions hereof, will not or any of its Subsidiaries; (ib) violate, conflict with, require consent of or notice to a counterparty, result in a the breach of any provision of, or constitute a default (or an event whichthat, with notice or lapse of time or both, would constitute become a default) underpursuant to, or result in the termination of, or accelerate the performance required by, impair the Company’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or result in a right of termination or acceleration ofpursuant to any Material Contract or material Lease; (c) assuming compliance with the matters referred to in Section 3.6 and, in the case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, violate or conflict with any Law applicable to the Company Group or by which any of its properties or assets are bound; (d) result in the creation of, or imposition of any lien, security interest, charge or encumbrance Lien (other than Permitted Liens) upon any of the properties or assets (including intangible assets) of the Company or any Company subsidiary under any of the terms, conditions or provisions of (A) its organizational documents Group; or (Be) give rise to or result in 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 boundPerson having, or having the right to which the Company exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any Company subsidiary or capital stock of any of the properties or assets member 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 Group or any of their respective properties assets or assets exceptproperties, except in the case of each of clauses (i)(Bb), (c), (d) and (iie), for those occurrences thatsuch violations, conflicts, breaches, defaults, terminations, accelerations or Liens that 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 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 does or by which it will (a) contravene or any Company subsidiary may be bound, or to which conflict with the Company or any Company subsidiary or any organizational documents of the properties Company, (b) contravene or assets conflict with or constitute a violation of the Company any provision of any Law or any Company subsidiary may be subject, Order binding upon 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 by which any of the Company’s assets is or may be bound, (c) except for the Contracts listed on Schedule 5.8 requiring the Company subsidiary (but only as to the need to obtain such Company Consents), constitute a default under or breach of (with or without the giving of notice or the passage of time or both) or violate or give rise to any right of termination, cancellation, amendment or acceleration of any right or obligation of the Company or require any payment or reimbursement or to a loss of any material benefit relating to the Business to which the Company is entitled under any provision of any Permit, Contract or other instrument or obligations binding upon the Company or by which any of the Company’s assets is or may be bound or any Permit, (d) cause a loss of any material benefit relating to the Business to which the Company is entitled under any provision of any Permit or Contract binding upon the Company or by which any of the Company’s assets is or may be bound, (e) result in the creation or imposition of any Lien (except for Permitted Liens) on any of the Company’s assets or any of their respective properties the Company Securities, or assets except(f) require any consent, in approval or waiver from any Person pursuant to any provision of the case Company Certificate of clauses (i)(B) and (ii), for those occurrences that, individually Incorporation 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 8by-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 noticesconsent, filings, reviews, authorizations, consents approval or waiver which shall be obtained (and approvals a copy provided to Parent) prior to the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectClosing.

Non-Contravention. (a) The Each Seller Party’s execution, delivery and performance by the Company of this Agreement and the Related Agreements to which they are, or at the Closing will be, a party, and the consummation of the transactions contemplated herebyhereby and thereby, and compliance by the Company with the provisions hereofdo not, nor will not they, (iA) violateconstitute a breach, conflict withviolation or infringement of a Seller Party’s governing documents, or result in (B) 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 a Seller Party, any Member, the Business or any of Seller Parties’ assets or properties (including any Purchased Assets) is subject, (C) conflict with, result in a breach of, 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, create in any party the right to accelerate, terminate, modify or result in the creation ofcancel, or require any notice under, 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 a Seller Party or any Company subsidiary a Member is a party or by which it such Party is bound or any Company subsidiary may be bound, or to by which the Company or any Company subsidiary Business or any of Seller Parties’ assets or properties (including any Purchased Asset) is bound or affected, (D) result in the creation or imposition of any Encumbrance upon any of Seller Parties’ assets or properties or assets of the Company or (including any Company subsidiary may be subjectPurchased Asset), or (iiE) subject require any Permit, approval, license, certificate, consent, waiver, authorization, novation or notice 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 noticesPermit, filingsapproval, reviewslicense, authorizationscertificate, consents and approvals consent, waiver, authorization, novation or notice that will have 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 6(B).

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.

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 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 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 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 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 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 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, execution and 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 such Member does not (i) violate, conflict with, 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 ofunder, or result in the creation of, of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of Seller, the Company or any Company subsidiary under Subsidiary under, any of the terms, conditions or provisions of (Ai) its organizational documents any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority applicable to such Member, except for those items relating to regulating, licensing or permitting the practice of public accountancy or (Bii) other than those licenses, franchises, permits, concessions or instruments of any Governmental Authority, any note, bond, mortgage, indenture, deed of trust, license, leasefranchise, agreement permit, concession, contract, lease or other instrument instrument, obligation or obligation agreement of any kind to which the Company or any Company subsidiary such Member is a party or by which it or any Company subsidiary such Member may be bound, bound or to which the Company or any Company subsidiary or any affected. The consummation by such Member of the properties transactions contemplated hereby will not result in a violation, conflict, breach, right of termination, creation or assets acceleration of Liens under the of the Company terms, conditions or any Company subsidiary may be subject, or (ii) subject to compliance with provisions of the statutes and regulations referred to items described 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)(Bi) and (ii)) of the immediately preceding sentence, subject to obtaining (prior to the Closing Date) the consents set forth on Schedule 4.3.2 and except for those occurrences thatitems described above relating to regulating, individually licensing or in permitting the aggregate, have not had practice of public accountancy and would not reasonably any filing which may be expected to have a Company Material Adverse Effectrequired under the HSR Act. (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 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 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, 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 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 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. (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 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 execution, execution and delivery of this Agreement by the Borrower and the performance by the Company Borrower of this Agreement its obligations hereunder, under Annex I and under the consummation Certificate of the transactions contemplated hereby, Designation do not and compliance by the Company with the provisions hereof, will not (i) violate any provision of the Borrower’s organizational documents, (ii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Borrower is subject, or by which any property or asset of the Borrower is bound or affected, (iii) require any permit, authorization, consent, approval, exemption or other action by, notice to or filing with, any court or other federal, state, local or other governmental authority or other Person, other than filing the Announcing 8-K Filing with the Commission, (iv) violate, conflict with, or result in a material 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) material default under, or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under, or in any manner release any party thereto from any obligation under, any permit or contract to which the Borrower is a party or by which any of its properties or assets are bound, (v) violate, conflict with, result in the termination a material breach of, or accelerate the performance required byconstitute (with or without notice or lapse of time or both) a material default under, or result in a an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination or acceleration ofunder, or in any manner release any party thereto from any obligation under, the GPC License Agreement, or (vi) result in the creation of, or imposition of any lien, security interest, charge or encumbrance upon Lien (as defined in the Facility Agreement) on any part of the properties or assets of the Company or any Company subsidiary under any of the termsBorrower, 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 each instance of clauses (i)(B) and (ii), for those occurrences that(iii), (iv) and (vi) hereof, where such violation, conflict, breach, default or Lien would not reasonably be expected, individually or in the aggregate, have not had to result in a material adverse effect on (a) the business, operations, results of operations, condition (financial or otherwise) or properties of the Borrower and its Subsidiaries (as defined in the Facility Agreement), taken as a whole, (b) the legality, validity or enforceability of any provision of this Agreement, Annex I or any other Transaction Document, (c) the ability of the Borrower to timely perform its obligations under this Agreement, Annex I or any other Transaction Document or (d) the rights and remedies of the Lenders under this Agreement, Annex I or any other Transaction Document. As of the date hereof, no Event of Default (as defined in the Indenture) under the Indenture exists and no Event of Default (as defined in the Facility Agreement) under the Facility Agreement exists, and, to the knowledge of the Borrower, no event has occurred, and no fact or circumstance exists, that, with or without notice, lapse of time or both would not reasonably be expected to have a Company Material Adverse Effectresult in an Event of Default under either the Indenture or the Facility 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 Except as set forth on ‎Section 4.04 of the Company Disclosure Schedule, the execution, delivery and performance by the Company of this Agreement and, assuming compliance with the matters referred to in ‎Section 4.03 and receipt of the Company Shareholder Approval, the consummation of the transactions contemplated hereby, do not and compliance by the Company with the provisions hereof, will not (ia) violateassuming the accuracy of the representation in the last sentence of Section 5.08(a), contravene, conflict with, or result in any violation or breach of any provision of the articles of incorporation or bylaws of the Company (such documents, collectively, the “Company Organizational Documents”), (b) assuming the accuracy of the representation in the last sentence of Section 5.08(a), contravene, conflict with, or result in a violation or breach of any provision ofApplicable Law, (c) assuming the accuracy of the representation in Section 5.08(c), require any consent or other action by any Person under, constitute a default (under, or an event whichcause or permit the termination, cancellation, or acceleration of any material right or obligation or the loss of any material benefit to which the Company or any of its Subsidiaries is entitled, in each case, with or without notice or the lapse of time or both, would constitute a defaultunder any provision of any Contract or other instrument binding upon the Company or any of its Subsidiaries or to which their respective properties or assets are subject, (d) underassuming the accuracy of the representation in Section 5.08(c), 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, or imposition of any lien, security interest, charge or encumbrance upon Lien (other than any of the properties or assets Permitted Lien) on any asset of the Company or any Company subsidiary under any of its Subsidiaries or (e) assuming the accuracy of the termsrepresentation in Section 5.08(c), conditions result in a violation of, a termination (or provisions right of (Atermination) its organizational documents or (B) cancellation of, or default under, or the creation or acceleration of any obligation or the loss or reduction of a benefit under, any provision of any loan or credit agreement, 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, of its Subsidiaries or to which the Company its 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 exceptare bound, other than, in the case of each of clauses (i)(Bb) and through (iie), 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 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 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 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. 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. 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, 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. (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 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. (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. (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 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 executionSubject to the notices, filings, consents or approvals set forth in Section 3.5 of the Company Disclosure Schedule, neither the execution and delivery and performance by the Company of this Agreement or any instrument required hereby to be executed and delivered by it, the performance by Company of its obligations hereunder or thereunder, the consummation by Company of the transactions contemplated herebyhereby or thereby, and or the compliance by Company with any of the provisions hereof or thereof, will: (a) conflict with or violate any provision of the Company with Charter; (b) require on the provisions hereofpart of Company any notice or filing with, will not or any Permit, or other authorization of, or any exemption by, any Governmental Authority; (ic) violate, conflict with, or result in a violation or breach of any provision of, constitute (with or constitute a default (or an event which, with without due 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, give rise to any right to accelerate, terminate, modify or result in the creation ofcancel, or require any notice, consent, authorization, approval or waiver under, any lien, security interest, charge Company Material 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 Permit or other instrument arrangement 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 assets or properties of Company is subject; (d) result in the imposition of any Encumbrance upon any material assets or properties of Company; (e) violate or breach the terms of or cause any default under any Applicable Law applicable to Company or any Company subsidiary of its properties, assets or securities; or (f) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the properties or assets effects described in clauses (a) through (e) of this Section 3.5. As of the Closing Date the Company (i) did not, directly or any Company subsidiary may be subjectindirectly, have revenues from sales in or into Israel in an amount of NIS 10 million or more in its most recent fiscal year and (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 could 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 considered 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.a

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 As to each Credit Party, the execution, delivery delivery, and performance by such Credit Party of the Company of this Agreement Transaction Documents to which it is a party, and the consummation issuance of the transactions contemplated hereby, New Securities and the Underlying Shares and compliance by the Company with the terms and provisions hereofthereof, do not and will not (i) violateviolate any material provision of any Requirements of Law applicable to any Credit Party or any of its Subsidiaries, the certificate or articles of incorporation, by-laws, or other organizational documents of any Credit Party or any of its Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on any Credit Party 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 due 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 default under any of the terms, conditions or provisions of (A) its organizational documents the Existing Secured Notes Indenture, the Existing Convertible Notes Indenture or any other Material Debt Documents or (B) any noteother Material Contract, bondexcept to the extent for purposes of this clause (B), mortgageany such conflict, indenturebreach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect , deed (iii) result in or require the creation or imposition 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 Lien of any Company subsidiary may be bound, or to which the Company or nature whatsoever upon any Company subsidiary or assets of any of the properties or assets Credit Parties, other than Permitted Liens, (iv) require any approval of the Company any holder of Equity Interests of a Credit Party or any Company subsidiary may be subject, approval or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate consent of any statute, rule or regulation or Person under any judgment, ruling, order, writ, injunction or decree applicable to the Company or Material Contract of any Company subsidiary or Credit Party of any of their respective properties its Subsidiaries, other than consents or assets approvals that have been obtained and that are still in force and effect and except, in the case of clauses any Material Contract (i)(Bother than the debt documents referred to in subclause (ii)(A) and (iiabove), for those occurrences thatconsents or approvals, the failure to obtain could not individually or in the aggregate, have not had and would not aggregate reasonably be expected to have cause 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, (v) materially adversely affect 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 EffectHealth Care Permit.

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. (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 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 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 execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is or is specified to be a party, and the consummation of the transactions contemplated herebyTransactions, do not and compliance by the Company with the provisions hereof, will not (ia) violateassuming receipt of the Company Stockholder Approval, contravene, conflict with, or result in a any violation or breach of any provision ofof the Company Organizational Documents; (b) assuming compliance with the matters referred to in Section 4.3 and receipt of the Company Stockholder Approval, contravene, conflict with or result in any violation or breach of any provision of any Applicable Law; (c) assuming compliance with the matters referred to in Section 4.3 and receipt of the Company Stockholder Approval, require any Consent or other action by any Person, or give rise to a right of payment under, constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) 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 or by which it or entitled under, any provision of any Company subsidiary may be bound, or to which Material Contract binding upon the Company or any of its Subsidiaries or any governmental Consents (including Consents required by Contract) affecting, or relating in any way to, the Company subsidiary or any of its Subsidiaries or any of its or their respective assets or businesses; or (d) result in the properties creation or assets 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 exceptsuch exceptions, in the case of each of clauses (i)(Bb) and through (iid), for those occurrences that, individually or in the aggregate, have as has 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. (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 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 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 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. (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. 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 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 does or by which it will (a) contravene or any Company subsidiary may be bound, or to which conflict with the Company or any Company subsidiary or any organizational documents of the properties Company, (b) contravene or assets conflict with or constitute a violation of the Company any provision of any Law or any Company subsidiary may be subject, Order binding upon 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 by which any of the Company’s assets is or may be bound, (c) except for the Contracts listed on Schedule ‎5.8 requiring the Company subsidiary (but only as to the need to obtain such Company Consents), constitute a default under or breach of (with or without the giving of notice or the passage of time or both) or violate or give rise to any right of termination, cancellation, amendment or acceleration of any right or obligation of the Company or require any payment or reimbursement or to a loss of any material benefit relating to the Business to which the Company is entitled under any provision of any Permit, Contract or other instrument or obligations binding upon the Company or by which any of the Company’s assets is or may be bound or any Permit, (d) cause a loss of any material benefit relating to the Business to which the Company is entitled under any provision of any Permit or Contract binding upon the Company or by which any of the Company’s assets is or may be bound, (e) result in the creation or imposition of any Lien (except for Permitted Liens) on any of the Company’s assets or any of their respective properties the Company Securities, or assets except(f) require any consent, in approval or waiver from any Person pursuant to any provision of the case Company Certificate of clauses (i)(B) and (ii), for those occurrences that, individually Incorporation 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 8by-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 noticesconsent, filings, reviews, authorizations, consents approval or waiver which shall be obtained (and approvals a copy provided to Parent) prior to the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectClosing.

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 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.