Proceedings; Orders. There are no Proceedings pending or, to the Knowledge of the Seller, threatened, # against the Business or the Seller and any Seller Affiliate with respect to the Business or # that seeks to prevent, hinder, modify or delay the transactions contemplated hereby. No

Proceedings. There is no Proceeding pending or, to the Knowledge of the Seller, Threatened against Seller, which would affect the ability of Seller to consummate the sale of the Subject Securities or the other transactions contemplated by this Agreement or the Ancillary Agreements. Seller is not subject to any Order that relates to the Subject Securities or to the Business.

Proceedings. There is no Proceeding pending or, to the Knowledge of the Seller, Threatened against such Seller, which would affect the ability of such Seller to consummate the sale of the Subject Securities owned by such Seller or the other transactions contemplated by this Agreement or the Ancillary Agreements. Such Seller is not subject to any Order that relates to the Subject Securities owned by such Seller or to the Business. Such Seller has no cause of action or other claim whatsoever against or owes any amount to or is owed any amount by the Company in excess of One Hundred Thousand Dollars ($100,000), other than salaries, expense reimbursement and benefits in respect of employment or services provided in the Ordinary Course of Business of the Company and except for such Seller’s rights under this Agreement.