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.Noncontravention. The executionexecution, delivery and deliveryperformance by the Purchaser 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,hereby, do not and shall not # except as may be required by applicable U.S. Federal securities laws, require any consent, approval, order, authorization or other action by, or filingconflict with or notice to,violate any Person (includingprovision of its constitutional documents, any applicable Law or any Governmental Authority)Order to which the Purchaser is subject or # conflict with, result in any breach of or creation of an Encumbrance under, constitute a default (with or without the giving of notice or the lapse of timetime, or both) under, require any notice or consent under, or give rise to others any rightrights of termination, acceleration or cancellation of, any Contract to which the Purchaser is a party or acceleration underby which it is bound or to which any agreement, trust, commitment, order, judgment, writ, stipulation, settlement, award, decreeof its assets or properties are subject, other instrument binding on Buyer or # violate any provision of Buyer’s organizational documents,than, in the case of each of clauses (i) and (ii), except as# above, any such conflicts, breaches, defaults, accelerations or rights that would not reasonably be expected to preventmaterially impair or materially delay the consummation by Buyer of the transactions contemplated by this Agreement or otherwise adversely impact Buyer’Purchaser’s ability to perform its obligations hereunder in any material respect.under this Agreement or to consummate the transactions contemplated hereby and thereby.

Non-Contravention.Noncontravention. The executionexecution, delivery and deliveryperformance by the Seller 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,hereby, do not and shall not # except as may be required by applicable U.S. Federal securities laws, require any consent, approval, order, authorization or other action by, or filingconflict with or notice to,violate any Person (includingprovision of its constitutional documents, any applicable Law or any Governmental Authority)Order to which the Seller is subject or # conflict with, result in any breach of or creation of an Encumbrance under, constitute a default (with or without the giving of notice or the lapse of timetime, or both) under, require any notice or consent under, or give rise to others any rightrights of termination, acceleration or cancellation of, any Contract to which the Seller is a party or acceleration underby which it is bound or to which any agreement, trust, commitment, order, judgment, writ, stipulation, settlement, award, decreeof its assets or properties are subject, other instrument binding on Buyer or # violate any provision of Buyer’s organizational documents,than, in the case of each of clauses (i) and (ii), except as# above, any such conflicts, breaches, defaults, accelerations or rights that would not reasonably be expected to preventmaterially impair or materially delay the consummation by Buyer of the transactions contemplated by this Agreement or otherwise adversely impact Buyer’Seller’s ability to perform its obligations hereunder in any material respect.under this Agreement or to consummate the transactions contemplated hereby and thereby.

Non-Contravention.No Conflict. The execution and delivery by the Purchaser of this Agreement by Buyer does not, and the performance by Buyer of its obligations hereunder and the consummation by Buyerthe Purchaser of the transactions contemplated hereby and thereby 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 defaultnot (with or without the giving of notice or the lapse of time or both), contravene, conflict with or result in a breach or violation of, or a default under, or give rise to# in any right of termination, cancellation or acceleration undermaterial respects, any agreement, trust, commitment,judgment, order, judgment, writ, stipulation, settlement, award, decreedecree, statute, rule, regulation or other instrument binding on Buyerlaw applicable to the Purchaser or # violatein any provisionmaterial respects, any contract, agreement or instrument by which the Purchaser is bound. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to the Purchaser in connection with the execution and delivery by the Purchaser of Buyer’s organizational documents, in case of each of clauses (i) and (ii), except as would not reasonably be expected to preventthis Agreement or materially delay the consummation by Buyerthe Purchaser of the transactions contemplated by this Agreementhereby or otherwise adversely impact Buyer’s ability to perform its obligations hereunder in any material respect.thereby.

Non-Contravention. TheSection # Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will # violate any Law or other restriction of any Governmental Authority to which such Seller is subject or # conflict with, result in a breach of, constitute a default under or result in the acceleration of, any material contract to which such Seller is a party. To the Knowledge of the Sellers, the execution and delivery of this Agreement by Buyersuch Seller 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,not require any consent, approval, order, authorizationconsent or other action by, or filing with or notice to, any Person (includingapproval of 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.Authority.

Non-Contravention. TheNeither the execution and delivery of this Agreement or any Ancillary Document by a Buyer does not, and the performance by Buyer of its obligations hereunder andParty, nor the consummation by Buyer of the transactions contemplated hereby or thereby, will not, # except as may be required by applicable U.S. Federal securities laws, require any consent, approval, order, authorizationviolate or other action by, or filingconflict with or notice to, any Person (including any Governmental Authority) under, constitute a default (with or without the giving of notice or the lapsepassage of time or both) under,constitute a breach or give rise to any right of termination, cancellation or accelerationdefault 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,the Governing Documents of either Parent or Buyer, # any Law or Order to which the Buyer Parties or any of their business or assets are bound or subject or # any Contract or Permit to which any of the Buyer Parties is a party or by which the Buyer Parties or any of their properties may be bound or affected, other than, in casethe cases of each of clauses (i)[clauses (a) through (c)], such violations and (ii), except asconflicts which would not reasonably be expected to prevent or materially delay the consummation byhave a Buyer of the transactions contemplated by this Agreement or otherwise adversely impact Buyer’s ability to perform its obligations hereunder in any material respect.Party Material Adverse Effect.

Non-Contravention. TheNeither the execution and delivery of this Agreement by Buyer does not,nor its performance and the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby will not, # except as mayviolate or be required by applicable U.S. Federal securities laws, require any consent, approval, order, authorizationin conflict with, or other action by, or filing with or notice to, any Person (including any Governmental Authority) under, constitute a default (with(or an event which, with or without the giving ofdue notice or the lapse of timetime, or both)both, would constitute a default) under, or give rise toresult in the modification or termination of, or cause or permit the acceleration of the maturity of any right of termination, cancellationdebt, obligation, contract or acceleration under any agreement, trust, commitment, order, judgment, writ, stipulation, settlement, award, decreecommitment or other instrument binding on Buyeragreement to which Seller is a party or by which it or the Assets may be bound; # result in the creation or imposition of any mortgage, pledge, lien, security interest, encumbrance, restriction, charge or limitation of any kind, upon the Assets or Seller; or # violate any provisionstatute or law or any judgment, decree, order, regulation or rule of Buyer’s organizational documents, in case of each of clauses (i) and (ii), except as would not reasonably be expectedany court or governmental authority applicable 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.Seller.

Non-Contravention. Thecontravention. Neither the execution and the delivery of this Agreement by Buyer does not, andAgreement, nor the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated herebyhereby, will not, # except as may be required by applicable U.S. Federal securities laws, requireviolate any consent, approval,constitution, statute, regulation, rule, injunction, judgment, order, authorizationdecree, ruling, charge, or other action by,restriction of any government, governmental agency, or filing with or notice to, any Person (including any Governmental Authority) under,court to which Buyer is subject, # conflict with, result in a breach of, constitute a default (withunder, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or without the giving ofcancel, or require any 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, decreecontract, lease, license, instrument, or other instrument binding onarrangement to which Buyer is a party or by which it is bound or to which any of its assets is subject, or # violate any provisionresult in the imposition or creation of Buyer’s organizational documents, in case of each of clauses (i) and (ii), except as would not reasonably be expecteda Lien upon or with respect 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.A Plus Shares.

Non-Contravention. The executionexecution, delivery and deliveryperformance by the Seller of this Agreement by Buyer does not, and the performance by Buyer of its obligations hereunder and the consummation by Buyerthe Seller of the transactions contemplated herebyTransaction do not and will not,not: # except as may be required by applicable U.S. Federal securities laws, requireviolate any consent, approval, order, authorizationdecree or judgment of any court or other action by,governmental authority applicable to 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 orthe Seller; # violate any provision of Buyer’any federal or state statute, rule or regulation which is, to the Seller’s organizational documents, in caseknowledge, applicable to the Seller; or # violate any contract to which the Seller or any of eachits assets or properties are bound, or conflict with, or constitute a default (or an event which with notice or lapse of clauses (i)time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of , any agreement, indenture or instrument to which Seller is a party. No consent or approval of, or filing with, any governmental authority or other person not a party hereto is required for the execution, delivery and (ii), except as would not reasonably be expected to prevent or materially delayperformance by the consummation by BuyerSeller of the transactions contemplated by this Agreement or otherwise adversely impact Buyer’s ability to perform its obligations hereunder in any material respect.the consummation of the Transaction.

Non-Contravention. The. Neither the execution and delivery of this Agreement or any of the Ancillary Agreements to which the Buyer is a party nor the consummation or performance of any of the transactions contemplated hereunder or thereunder by the Buyer does not,will # contravene, conflict with, or result in a violation of or default under any provision of the Organizational Documents of the Buyer, # contravene, conflict with, or result in a violation of or default under any Legal Requirement or any Order to which the Buyer is subject, or # violate or conflict with, result in a default under, or give any Person the right to exercise any remedy under any material contract to which the Buyer is subject. No action, consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is required to be obtained or made by the Buyer in connection with the execution and delivery of this Agreement and the performance byAncillary Agreements to which the Buyer of its obligations hereunder andis a party, or the consummation by the Buyer of any 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.thereby.