Non-contravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will # violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Buyer 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 agreement, contract, lease, license, instrument, or other arrangement to which Buyer is a party or by which it is bound or to which any of its assets is subject, or # result in the imposition or creation of a Lien upon or with respect to the A Plus Shares.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will # violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency,entity or court to which Buyer 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,Company or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Buyer is a party or by which it is bound or to which any of its assetssubsidiaries is subject, or # result in the imposition or creation of a Lien upon or with respect to the A Plus Shares.subject.

Non-contravention. NeitherNoncontravention. The execution, delivery and performance by the execution and the deliveryPurchaser of this Agreement, norAgreement and the consummation of the transactions contemplated hereby, willdo not and shall not # conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge,provision of its constitutional documents, any applicable Law or other restriction of any government, governmental agency, or courtGovernmental Order to which Buyerthe Purchaser is subject,subject or # conflict with, result in aany breach of,of or creation of an Encumbrance under, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify,(with or cancel,without notice or lapse of time, or both) under, require any notice underor consent under, or give to others any agreement, contract, lease, license, instrument,rights of termination, acceleration or other arrangementcancellation of, any Contract to which Buyerthe Purchaser is a party or by which it is bound or to which any of its assets isor properties are subject, or # resultother than, in the impositioncase of # above, any such conflicts, breaches, defaults, accelerations or creation of a Lien uponrights that would not materially impair or with respectdelay the Purchaser’s ability to perform its obligations under this Agreement or to consummate the A Plus Shares.transactions contemplated hereby and thereby.

Section # Non-contravention. Neither the executionContravention. The execution, delivery and the deliveryperformance by Shareholder of this Agreement, norAgreement and the consummation of the transactions contemplated hereby,hereby do not and will not # violate any constitution, statute,law, rule, regulation, rule,judgment, injunction, judgment, order, decree, ruling, charge,order or decree applicable to or binding upon the Shareholder, # require any consent or other restriction ofaction by any government, governmental agency, or court to which Buyer is subject, # conflict with, result in a breach of,Person under, constitute a default under, result in theor give rise to any right of termination, cancellation or acceleration of, create inor to a loss of any party the rightbenefit to accelerate, terminate, modify, or cancel, or require any noticewhich Shareholder is entitled under any agreement, contract, lease, license, instrument,provision of any agreement or other arrangement to which Buyer is a party or by which it is bound or to which any of its assets is subject,instrument binding on Shareholder or # result in the imposition or creation of aany Lien upon or with respect to the A Plus Shares.on any asset of Shareholder.

Noncontravention. The execution, delivery and performance by the execution and the deliverySeller of this Agreement, norAgreement and the consummation of the transactions contemplated hereby, willdo not and shall not # conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge,provision of its constitutional documents, any applicable Law or other restriction of any government, governmental agency, or courtGovernmental Order to which Buyerthe Seller is subject,subject or # conflict with, result in aany breach of,of or creation of an Encumbrance under, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify,(with or cancel,without notice or lapse of time, or both) under, require any notice underor consent under, or give to others any agreement, contract, lease, license, instrument,rights of termination, acceleration or other arrangementcancellation of, any Contract to which Buyerthe Seller is a party or by which it is bound or to which any of its assets isor properties are subject, or # resultother than, in the impositioncase of # above, any such conflicts, breaches, defaults, accelerations or creation of a Lien uponrights that would not materially impair or with respectdelay the Seller’s ability to perform its obligations under this Agreement or to consummate the A Plus Shares.transactions contemplated hereby and thereby.

Non-contravention. Neither theContravention. The execution and the delivery of this Agreement, norAgreement by Buyer does not, and the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby,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 constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge,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 other restrictionmaterially delay the consummation by Buyer of any government, governmental agency,the transactions contemplated by this Agreement or courtotherwise adversely impact Buyer’s ability to which Buyer is subject, # conflict with, result in a breach of, constitute a default under, result in the acceleration of, createperform its obligations hereunder in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Buyer is a party or by which it is bound or to which any of its assets is subject, or # result in the imposition or creation of a Lien upon or with respect to the A Plus Shares. material respect.

Non-contravention.Section # Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will # violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge,Law or other restriction of any government, governmental agency, or courtGovernmental Authority to which Buyersuch Seller is subject,subject or # conflict with, result in a breach of, constitute a default under,under or result in the acceleration of, create in any partymaterial contract to which such Seller is a party. To the right to accelerate, terminate, modify, or cancel, orKnowledge of the Sellers, the execution and delivery of this Agreement by such Seller does not require any notice underconsent or approval of any agreement, contract, lease, license, instrument, or other arrangement to which Buyer is a party or by which it is bound or to which any of its assets is subject, or # result in the imposition or creation of a Lien upon or with respect to the A Plus Shares. Governmental Authority.

Non-contravention. NeitherContravention. Except as set forth on [Schedule 3.6], neither the executionexecution, delivery and the deliveryperformance of this Agreement,Agreement or any Ancillary Documents by any Seller Party, nor the consummation of the transactions contemplated hereby,hereby or thereby, will # violate or conflict with, any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge,provision of the Governing Documents of the Company, # violate or other restrictionconflict with any applicable Law or Order to which the Company or any Seller, their respective assets or the Purchased Shares are bound or subject, # with or without giving notice or the lapse of time or both, breach or conflict with, constitute or create a default under, or give rise to any right of termination, cancellation or acceleration of any government, governmental agency,obligation or court to which Buyer is subject, # conflict with, result in a breach of, constituteloss of a defaultmaterial benefit under, result inor give rise to any obligation of the acceleration of, create inCompany or any partySeller to make any payment under, or to the right to accelerate, terminate, modify,increased, additional, accelerated or cancel,guaranteed rights or requireentitlements of any notice underPerson under, any of the terms, conditions or provisions of any Contract, agreement, contract, lease, license, instrument, or other arrangementcommitment to which Buyera Seller or the Company is a party or by which it is bounda Seller or to which any of itsthe Company, their respective assets is subject, or the Purchased Shares may be bound, # result in the imposition or creation of a Lien upon(other than a Permitted Lien) on any Purchased Shares or with respect toany assets of the A Plus Shares. Company or # require any filing with, or Permit, consent or approval of, or the giving of any notice to, any Governmental Authority or other Person.

Non-contravention.Contravention. Neither the execution and the delivery of this Agreement,Agreement nor its performance and the consummation of the transactions contemplated hereby,hereby will # violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Buyer is subject, #be in conflict with, result in a breach of,or constitute a default (or an event which, with or without due notice or lapse of time, or both, would constitute a default) under, or result in the modification or termination of, or cause or permit the acceleration of, create inof the maturity of any party the right to accelerate, terminate, modify,debt, obligation, contract or cancel, or require any notice under any agreement, contract, lease, license, instrument,commitment or other arrangementagreement to which BuyerSeller is a party or by which it is bound or to which any of its assets is subject, orthe Assets may be bound; # result in the creation or imposition of any mortgage, pledge, lien, security interest, encumbrance, restriction, charge or creationlimitation of a Lienany kind, upon the Assets or with respectSeller; or # violate any statute or law or any judgment, decree, order, regulation or rule of any court or governmental authority applicable to the A Plus Shares.Seller.

Non-contravention.. Neither the execution and theexecution, delivery or performance of this Agreement,Agreement or the Ancillary Documents nor the consummation by Buyer of the transactions contemplated hereby,hereby or thereby will # violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Buyer is subject, # conflict with, violate or result in aany breach of the terms, conditions or provisions of Buyer’s governing documents, as amended and as currently in place, # conflict with, violate or result in any breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, result inany of the acceleration of, create in any party the right to accelerate, terminate, modify,terms, conditions or cancel, or require any notice underprovisions of any agreement, contract, lease, license, instrument, obligation, understanding or other arrangement to which Buyer is a party or by which it isBuyer may be bound or subject, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained, # violate any statute, ordinance or law or any rule, regulation, order, judgment, writ, injunction or decree of any court or of any public, governmental or regulatory body, agency or authority applicable to Buyer or by which any of its properties or assets ismay be bound or subject, or # result inrequire any filing, declaration or registration with, or permit, consent or approval of, or the impositiongiving of any notice to, any person or creation of a Lien uponentity, including any public, governmental or with respect to the A Plus Shares.regulatory body, agency or authority.