Non-Contravention. Neither the execution and delivery of this Agreement by such Stockholder nor the consummation of the transactions contemplated hereby nor compliance by such Stockholder with any provisions herein will # violate, contravene or conflict with or result in any breach of any provision of the certificate of incorporation or bylaws (or other similar governing documents) of such Stockholder, # require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity on the part of such Stockholder, except for compliance with the applicable requirements of the Securities Act, the Exchange Act or any other United States or federal securities laws and the rules and regulations promulgated thereunder, # violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Contract or other legally binding instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of its assets may be bound, # result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien on any Subject Shares of such Stockholder (other than one created by Parent or Merger Sub), or # violate any Law or Judgment applicable to such Stockholder or by which any of its Subject Shares are bound, except as would not, in the case of each of clauses (c), (d) and (e), adversely affect in any material respect such Stockholder’s ability to timely perform its obligations under this Agreement. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby.

Non-Contravention. You shall not disclose to the Company Group or use during your Engagement Term any confidential information or inventions, discoveries, concepts, improvements or innovations of any of your prior employers or of any other third party.

Non-contravention. Neither the execution and the delivery of this Agreement nor the Ancillary Agreements to which Seller Party is a party, nor the consummation of the transactions contemplated hereby and thereby, will # violate any provision of the Organizational Documents of Seller, # violate or conflict with any Law or Order to which Seller Party 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 Contract to which Seller Party is a party or by which he is bound or to which any of his assets is subject, or # result in the imposition or creation of a Lien upon or with respect to the Target Securities.

Non-contravention. Neither the execution and the delivery of this Agreement nor the Ancillary Agreements to which Buyer is a party, nor the consummation of the transactions contemplated hereby and thereby, will # violate any provision of the Organizational Documents of Buyer, # violate or conflict with any Law or Order to which Buyer is subject, or # 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 Contract to which Buyer is a party or by which it is bound or to which any of its assets is subject.

Non-contravention. Except as listed in Section 3.4 of the Disclosure Schedule, neither the execution and the delivery of this Agreement nor the Ancillary Agreements to which BHB is a party, nor the consummation of the transactions contemplated hereby or thereby, will # violate or conflict with any Law or Order to which any Company or any of the assets used by the Business is subject, # violate or conflict with any provision of the Organizational Documents of any Company, or # 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 or payment under any Contract, Permit, instrument, or other arrangement to which any Company is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Lien upon any of its assets). Section 3.4 of the Disclosure Schedule sets forth each notice, filing, Consent, or Permit to or from any Governmental Body or other Person that BHB or any other Company is required to give, make, or obtain in order to consummate the transactions contemplated by this Agreement or the Ancillary Agreements to which BHB is a party.

Non-Contravention. The execution, delivery and performance of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, contravene, conflict with, or result in any violation of, breach of, or default by (with or without notice or lapse of time, or both) the Requesting Person under, or give rise to a right of termination, cancellation or acceleration of any obligation under, or result in the creation of any encumbrance upon any of the properties or assets of the Requesting Person or of any of the Requesting Person’s Affiliates or Associates under, any provision of # any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Requesting Person or any of the Requesting Person’s Affiliates or Associates or to which the Requesting Person or any of the Requesting Person’s Affiliates or Associates is a party, or # any judgment, order, decree, statute, law, ordinance, injunction, rule or regulation applicable to the Requesting Person or any of the Requesting Person’s Affiliates or Associates or any of a Requesting Person’s or any of the such Requesting Person’s Affiliates or Associates’ properties or assets, other than any such conflicts, violations, defaults, rights, or encumbrances that, individually or in the aggregate, would not impair the ability of the Requesting Person or any of the Requesting Person’s Affiliates or Associates to perform the Requesting Person’s or any of the Requesting Person’s Affiliates or Associates’ obligations hereunder or prevent, limit or restrict in any respect the consummation of any of the transactions contemplated hereby.

Non-Contravention. The execution, delivery and performance of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, # require the Company to obtain the consent or approval of any governmental entity, # require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on the Company or its properties and assets, # conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable to the Company or pursuant to which any of its assets are bound, or # violate any other material agreement to which the Company or any of its subsidiaries is a party.

Non-Contravention. Neither the execution nor the delivery of this Agreement, nor the consummation of the purchase and sale contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflict with or will result in the breach of any of the terms, conditions, or provisions of any agreement or instrument to which Purchaser, or any partner, member or related entity or affiliate of Purchaser, is a party or by which Purchaser, any partner, member or related entity or affiliate of Purchaser, or any of Purchaser’s assets is bound.

Non-contravention. The execution and delivery of this Agreement by the Company, the execution and delivery of the Security Agreement by the Company and CLR, the issuance of the Note and the shares of Common Stock being sold, and the consummation by the Company and CLR of the other transactions contemplated by this Agreement, including the granting of a senior security interest in the collateral pursuant to the Security Agreement, do not and will not conflict with or result in a breach by the Company or CLR of any of the terms or provisions of, or constitute a default under # the articles of incorporation or by-laws of the Company or the certificate of formation or operating agreement of CLR, # any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company or CLR is a party or by which it or any of its properties or assets are bound, # to its knowledge, any existing applicable law, rule, or regulation or any applicable decree, judgment, or # to its knowledge, order of any court, United States federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over the Company, CLR or any of their properties or assets, except such conflict, breach or default which would not have a material adverse effect on the transactions contemplated herein. Neither the Company not CLR is in violation of any material laws, governmental orders, rules, regulations or ordinances to which its property, real, personal, mixed, tangible or intangible, or its businesses related to such properties, are subject.

Non‐Contravention. Executive represents and warrants that: