Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company will not result in any violation or default # of any provisions of the Company’s memorandum and articles of association, as they may be amended from time to time (the “Charter”) or its other governing documents, # of any instrument, judgment, order, writ or decree to which the Company is a party or by which the Company is bound, # under any note, indenture or mortgage to which the Company is a party or by which the Company is bound, # under any lease, agreement, contract or purchase order to which the Company is a party or by which the Company is bound or # of any provision of federal or state statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any violation or default # of any provisions of the Charter or other governing documents of the Company, # of any instrument, judgment, order, writ or decree to which the Company is a party or by which it is bound, # under any note, indenture or mortgage to which the Company is a party or by which it is bound, # under any lease, agreement, contract or purchase order to which the Company is a party or by which it is bound or # of any provision of federal or state statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default # of any provisions of its organizational documents, if applicable, # of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, # under any note, indenture or mortgage to which it is a party or by which it is bound, # under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or # of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default # of any provisions of its organizational documents, # of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, # under any note, indenture or mortgage to which it is a party or by which it is bound, # under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or # of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The Company is not in material violation or default # of any provisions of its Certificate of Incorporation, Bylaws or other governing documents, # of any instrument, judgment, order, writ or decree, # under any note, indenture or mortgage, # under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or # of any provision of federal or state statute, rule or regulation applicable to the Company. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such material violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either # a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement, or # an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.