Agreement Not in Contravention. Neither the execution and delivery of this Agreement, nor the consummation of the transactions provided for herein will # result in the material breach of or constitute a material default or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions, or provisions of any lease, license, promissory note, contract, agreement, mortgage, deed of trust or other instrument or document to which each of the parties is a party, or # violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to any of the parties.

Agreement Not Assignable. This Agreement and the Restricted Stock Units awarded hereunder are not transferable or assignable by the Grantee; provided that no provision herein shall prevent the distribution of shares to the Grantee’s estate or designated beneficiary as provided in [Section 2].

No Contravention. The execution, delivery, and performance by each Loan Party of this Agreement and the other Loan Documents to which it is a party and the consummation of the Transactions # have been duly authorized by all necessary organizational action on the part of such Loan Party, # do not and will not # contravene the terms of such Loan Party’s Organizational Documents, # violate any Legal Requirement, or # conflict with or result in any breach or contravention of, or the creation of any Lien (other than any Lien created under the Loan Documents and Liens created under the ABL Documents) under, # the provisions of any indenture, instrument or agreement to which such Loan Party is a party or by which it or its property is bound or # any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject, except, in the case of clauses (b)(ii) and (b)(iii) above, to the extent any of the foregoing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Non-Contravention. Except as stated in the Capital Stock Exchange Agreement with Epoint Payment Corp, Paragraph 2.2(c), 2.7(d), 2.16, 2.18 and subject to the consent of Epoint Payment Corp., the execution, delivery and performance of and compliance with the Transaction Documents by ​ do not and will not result in any violation of or conflict with the Certificate of Incorporation or ​’s Bylaws, or result in a material breach of, or constitute a material default under any material agreement to which ​ or its properties or assets is or may be bound.

Non-Contravention. The execution and delivery of this Agreement by Buyer does not, and the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby will not, # except as may be required by applicable U.S. Federal securities laws, require any consent, approval, order, authorization or other action by, or filing with or notice to, any Person (including any Governmental Authority) under, constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration under any agreement, trust, commitment, order, judgment, writ, stipulation, settlement, award, decree or other instrument binding on Buyer or # violate any provision of Buyer’s organizational documents, in case of each of [clauses (i) and (ii)])], except as would not reasonably be expected to prevent or materially delay the consummation by Buyer of the transactions contemplated by this Agreement or otherwise adversely impact Buyer’s ability to perform its obligations hereunder in any material respect.

Non-contravention. Neither the execution and the delivery of this Agreement nor the Ancillary Agreements to which Seller is a party, nor the consummation of the Partnership Buyout or the grant of the Buyer Options contemplated hereby, will # violate or conflict with any Law or Order to which Seller is subject, # 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 under any Contract to which Seller is a party or by which Seller is bound or to which any of Seller’s assets is subject, # result in the imposition or creation of a Lien upon or with respect to the Partnership Securities or # violate any provision of the Organizational Documents of Seller.

Provisions relating to Third Parties.

Agreement Not to Compete. Employee agrees not to, during the [12 or 24, as applicable]-month period following the Employee’s Termination Date (the “Restricted Period”), without the Company’s prior written consent, for any reason, directly or indirectly either as principal, agent, manager, employee, partner, shareholder, director, officer, consultant or otherwise, become engaged or involved, in a manner that relates to or is similar in nature to the specific duties performed by the Employee at any time during his or her employment with any the Company, in any business (other than as a less-than three percent (3%) equity owner of any corporation traded on any national, international or regional stock exchange or in the over-the-counter market) that directly competes with the Company in

The execution and delivery of this Agreement and the other Transactional Agreements, and the consummation of the Exchange, by Cosmos will not, directly or indirectly (with or without notice or lapse of time):

Non-Contravention; Consents. Except as set forth in Part ​ of the Disclosure Schedule, neither the execution and delivery of any of the Transactional Agreements, nor the consummation or performance of any of the Transactions, will directly or indirectly (with or without notice or lapse of time):