No Conflicts. The execution and delivery of this Agreement by the Shareholders and the performance by the Shareholders of their obligations hereunder in accordance with the terms hereof: # will not require the consent of any Governmental Entity under any Laws; # will not violate any Laws applicable to the Shareholders; and # will not violate or breach any contractual obligation to which a Shareholder is a party.

SECTION # No Conflicts. The execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder of his obligations hereunder in accordance with the terms hereof: # will not require the consent of any third party or any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (“Governmental Entity”) under any statutes, laws, ordinances, rules, regulations, orders, writs, injunctions, judgments, or decrees (collectively, “Laws”); # will not violate any Laws applicable to such Shareholder; and # will not violate or breach any contractual obligation to which such Shareholder is a party.

Section # Non-Contravention. The execution, delivery and performance by Shareholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not # violate any law, rule, regulation, judgment, injunction, order or decree applicable to or binding upon the Shareholder, # require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which Shareholder is entitled under any provision of any agreement or other instrument binding on Shareholder or # result in the imposition of any Lien on any asset of Shareholder.

Section # No Conflicts. The execution and delivery of this Agreement by such Seller and the performance by such Seller of its obligations hereunder in accordance with the terms hereof # will not require the consent of any third party or governmental entity under any applicable Laws; # will not violate any Laws applicable to such Seller and # will not violate or breach any contractual obligation to which such Seller is a party or any of such Seller’s organizational documents.