Common use of Noncontravention Clause in Contracts

Noncontravention. Except as disclosed in Section 4(f) of the IBS Disclosure Letter, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter or by-laws of IBS or any of its Subsidiaries or (ii) 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 either IBS or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject, except in the case of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f).

Noncontravention. Except as disclosed in Section 4(f) of the IBS Disclosure Letter, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree decree, ruling, charge, or other restriction of any Government Entity Governmental Body to which IBS or any of its Subsidiaries AAC is subject or any provision of the charter certificate of incorporation or by-laws bylaws of IBS or any of its Subsidiaries AAC or (ii) 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 modify, or cancel cancel, or require any notice under any agreementContract, contract, lease, license, instrument or other arrangement to which either IBS or any of its Subsidiaries AAC is a party or by which it is bound or to which any of its assets is subject, except in the case of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice would not reasonably be expected to have an IBS a Material Adverse EffectEffect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. Other than as required under in connection with the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act Act, and the state securities laws, neither IBS nor any of its Subsidiaries needs AAC is not required to give any notice to, make any filing with with, or obtain any authorization, consent consent, or approval of any Government Entity Governmental Body in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file file, or to obtain any authorization, consent consent, or approval would not reasonably be expected have a material adverse effect on the ability of the Parties to have an IBS Material Adverse Effect consummate the transactions contemplated by this Agreement. Neither AAC nor any Affiliate or except Subsidiary thereof is a "telecommunications carrier" as set forth defined in Section 4(f3(44) of the IBS Disclosure Letter. Communications Act of 1934, as amended, or a "REQUIRED IBS CONSENTSforeign carrier" means or any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth affiliate thereof as defined in Section 4(f63.18(h) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes rules of this Section 4(f)the Federal Communications Commission.

Noncontravention. Except as disclosed in Section 4(f) Subject to the prior approval of the IBS Disclosure LetterFTC and except as set forth in Schedule 4(b), which scheduled items do not, individually or in the aggregate, constitute or give rise to a Material Adverse Effect with respect to the Starfish Companies, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree decree, ruling, charge, or other restriction of any Government Entity Governmental Authority to which IBS the Acquired Interest or any of its Subsidiaries is the Starfish Companies are subject or any provision of the charter or by-laws Organizational Documents of IBS the Acquired Interest or any of its Subsidiaries the Starfish Companies or (ii) 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 modify, or cancel cancel, or require any notice or trigger any rights to payment or other compensation under any agreement, contract, lease, license, instrument instrument, or other arrangement (x) to which either IBS the Acquired Interest or any of its Subsidiaries is the Starfish Companies are a party or by which it is bound they are bound, or (y) to which any Subject Asset (or result in the imposition of its assets is subjectany Encumbrance upon any of the Subject Assets), except in the case of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation or cancellation, failure to give notice notice, right to payment or other compensation, or Encumbrance would not reasonably be expected to have an IBS a Material Adverse Effect. Other than as required under , or would not materially adversely affect the provisions ability of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, Seller to consummate the Delaware General Corporation Law, Nasdaq, transactions contemplated by this Agreement. Except for the Securities Exchange Act, prior approval of the Securities Act and state securities lawsFTC, neither IBS the Acquired Interest nor any of its Subsidiaries needs to the Starfish Companies need give any notice to, make any filing with with, or obtain any authorization, consent consent, or approval of any Government Entity Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file file, or to obtain any authorization, consent consent, or approval would not reasonably be expected to have an IBS a Material Adverse Effect or except as set forth in Section 4(f) would not materially adversely affect the ability of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required Seller to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of consummate the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of transactions contemplated by this Section 4(f)Agreement.

Noncontravention. Except as disclosed in Section 4(f) for the applicable requirements of the IBS Disclosure LetterSecurities Act, neither the Exchange Act, any applicable state and foreign securities laws, the New York Stock Exchange, the Toronto Stock Exchange and the MGCL, none of the execution and the delivery of this Agreement, nor Agreement or the Articles of Merger by Parent or Sub or the consummation of the transactions contemplated hereby, hereby or thereby will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter or charter, by-laws or similar organizational documents of IBS Parent or Sub or any of its their respective Subsidiaries or (iib) conflict require on the part of Parent or Sub or any of their respective Subsidiaries any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except for such filings, permits, authorizations, consents or approvals that have been obtained or where the failure to make such filing or obtain such permit, authorization, consent or approval would not individually or in the aggregate reasonably be expected to have a material adverse effect on the ability of Parent or Sub to timely consummate the transactions contemplated hereby or (c) violate, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminateterminate or cancel, modify or cancel or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness or other arrangement Lien to which either IBS Parent or Sub or any of its their respective Subsidiaries is a party or by which it Parent or Sub or any of their respective Subsidiaries is bound or to which any of its their respective assets is subjectsubject or any Law applicable to Parent or Sub or any of their respective Subsidiaries or any of their respective properties or assets; other than, except in the case of clause (iic) where the violationabove, conflictsuch conflicts, breachviolations, defaultbreaches, accelerationdefaults, terminationaccelerations, modificationterminations, cancellation cancellations, notices, consents, waivers or failure to give notice Liens as would not individually or in the aggregate reasonably be expected to have an IBS Material Adverse Effect. Other than as required under a material adverse effect on the provisions ability of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of its Subsidiaries needs Parent or Sub to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to timely consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)hereby.

Noncontravention. Except as disclosed in Section 4(f) of set forth on Schedule 3.03 and except where such event would not reasonably be expected to be material to the IBS Disclosure LetterAcquired Company Entities, taken as a whole, or materially impair their ability to consummate the Transactions, neither the execution and delivery by such Acquired Company of the delivery of this AgreementTransaction Documents, nor the consummation of the transactions contemplated herebyTransactions, will (ia) violate violates or conflicts with any constitutionprovisions of the governing documents of such Acquired Company or any of its Subsidiaries, statute(b) except for the applicable requirements of the HSR Act, regulation, rule, injunction, judgment, order, decree violates or other restriction of conflicts with any Government Entity Law or order to which IBS such Acquired Company or any of its Subsidiaries is subject or any provision of the charter or by-laws of IBS by which such Acquired Company or any of its Subsidiaries or any of their assets or properties is bound, or (iic) conflict withviolates, result conflicts with or results in a breach of any provision of, constitutes a default (or an event which, with notice or lapse of time or both, would constitute a default default) under, result results in the acceleration of, create creates in any party Person the right to accelerate, terminate, modify or cancel cancel, requires any consent or require notice under, or results in the imposition or creation of a Lien, other than a Permitted Lien, upon or with respect to any notice equity interests or assets of such Acquired Company or its Subsidiaries under, any Material Contract or Permit. Except (x) as set forth on Schedule 3.03, (y) for such filings as may be required under the HSR Act, or (z) for the failure to obtain any agreementsuch consent, contract, leaseapproval, license, instrument permit, order, authorization, or other arrangement to registration, declaration or filing described in this sentence which either IBS or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject, except in the case of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice would not reasonably be expected to have an IBS Material Adverse Effect. Other than be material to the Acquired Company Entities taken as a whole or materially impair the Acquired Company Entities’ ability to consummate the Transactions, no consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required under the provisions to be obtained or made by or on behalf of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor such Acquired Company or any of its Subsidiaries needs to give any notice toin connection with the execution, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) delivery and performance of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent Transaction Documents or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) the consummation of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)Transactions.

Noncontravention. Except as disclosed in Section 4(f) of the IBS Disclosure Letter, neither Neither the execution and delivery by Acquiree and the delivery Acquiree Stockholders of this Agreement, nor the consummation by Acquiree and the Acquiree Stockholders of the transactions contemplated hereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of Acquiree’s articles of association, as amended to date, (b) require on the charter or by-laws part of IBS Acquiree any filing with, or any of permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a “Governmental Entity”), except for such permits, authorizations, consents and approvals for which Acquiree is obligated to use its Subsidiaries or Reasonable Best Efforts (iias defined in Section 4.1), to obtain pursuant to Section 4.2(a), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party Party the right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which either IBS or any of its Subsidiaries Acquiree is a party or by which it Acquiree is bound or to which any of its their assets is subject, except in the case of clause for (iii) where the violation, any conflict, breach, default, acceleration, termination, modification, modification or cancellation in any contract or failure to give notice would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under the provisions instrument set forth in Section 2.4 of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ActDisclosure Schedule, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of for which Acquiree is obligated to use its Subsidiaries needs Reasonable Best Efforts to give any notice to, make any filing with or obtain any authorizationwaiver, consent or approval pursuant to Section 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modification or cancellation which would not have an Acquiree Material Adverse Effect and would not adversely affect the consummation of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give hereby or (iii) any notice, to file or to obtain any authorization, consent or approval waiver the absence of which would not reasonably be expected to have an IBS Acquiree Material Adverse Effect or except as set forth in Section 4(f) and would not adversely affect the consummation of the IBS Disclosure Lettertransactions contemplated hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of Acquiree or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Acquiree or any of its properties or assets. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for For purposes of this Section 4(fAgreement: “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business (as defined below) of Acquiree and not material to Acquiree; and “Ordinary Course of Business” means the ordinary course of Acquiree’s business, consistent with past custom and practice (including with respect to frequency and amount).

Noncontravention. Except as disclosed in on Section 4(f) 3.04 of the IBS Sellers’ Disclosure LetterSchedules, neither none of the execution and the authorization, execution, delivery or performance by any Company Related Entity of this AgreementAgreement (without giving effect to Section 6.08 or the last sentence of Section 6.09) or any Ancillary Agreement to which it is a party, nor the consummation of the transactions contemplated herebyContemplated Transactions, will will: (ia) violate any constitutionassuming the taking of each action by (including the obtaining of each necessary authorization, statuteconsent or approval), regulationor in respect of, ruleand the making of all necessary filings with, injunctionGovernmental Authorities, judgmentin each case, order, decree as disclosed on Section 3.03 or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision 4.03 of the charter Sellers’ Disclosure Schedules, conflict with or by-laws of IBS or any of its Subsidiaries or (ii) conflict with, result in a breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, any Legal Requirement applicable to any Company Related Entity, the Business or any Assets of any Company Related Entity; or (b) conflict with or result in a breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any action by (including any authorization, consent or approval) or notice to any Person, or require any offer to purchase or prepayment of any Debt or Liability under, or result in the acceleration of, create in creation of any party the right to accelerate, terminate, modify Encumbrance upon or cancel or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which either IBS or forfeiture of any of its Subsidiaries is a party the rights, interests, duties, properties or by which it is bound or to which assets of any Company Related Entity under, any of its assets is subjectthe terms, conditions or provisions of (i) any Permit applicable to or otherwise affecting any Company Related Entity, except in the case of clause (ii) where the violation, such conflict, breach, violation, default, acceleration, termination, modificationacceleration or other event has not had, cancellation or failure to give notice and would not reasonably be expected to have an IBS have, a Company Material Adverse Effect. Other than as required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor (ii) any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval Contractual Obligation of any Government Company Related Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give noticesuch conflict, to file breach, violation, default, termination, acceleration or to obtain any authorizationother event has not had, consent or approval and would not reasonably be expected to have an IBS have, a Company Material Adverse Effect Effect, or except as set forth in Section 4(f(iii) the Organizational Documents of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)Company Related Entity.

Noncontravention. Except as disclosed in Section 4(f) Subject to receipt of the IBS Disclosure LetterTarget Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the State of Wyoming, neither the execution and the delivery of this AgreementAgreement by the Target, nor the consummation by the Target of the transactions contemplated hereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter Target Charter or by-laws the Bylaws; (b) require on the part of IBS the Target any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of its Subsidiaries or the Target’s participation in the transactions contemplated hereby, (ii) those required to be made by the Company or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Target; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument or other arrangement to which either IBS or any contract listed in Section 3.4 of its Subsidiaries is a party or by which it is bound or to which any of its assets is subjectthe Target Disclosure Letter, except in the case of clause (ii) where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation cancellation, notice, consent or failure to give notice waiver that would not reasonably be expected to have an IBS a Material Adverse Effect. Other than as required under Effect on the provisions Target; (d) result in the imposition of any Security Interest upon any assets of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ActTarget; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Delaware General Corporation LawTarget, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of its Subsidiaries needs properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval clauses (a) through (e) (inclusive) hereof which would not reasonably be expected to have an IBS a Material Adverse Effect or except as set forth in Section 4(f) of on the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)Target.

Noncontravention. Except as disclosed in Section 4(f3(f) of the IBS Info Disclosure Letter, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity government, governmental agency or court of competent jurisdiction (a "GOVERNMENT ENTITY") to which IBS Info or any of its Subsidiaries is subject or any provision of the charter or by-laws of IBS Info or any of its Subsidiaries or (ii) 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 either IBS Info or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject, except in the case of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation cancellation, or failure to give notice would not reasonably be expected to have an IBS Info Material Adverse EffectEffect or except as set forth in Section 3(f) of the Info Disclosure Letter. Other than as required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Pennsylvania Business Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS Info nor any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS Info Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure LetterEffect. "REQUIRED IBS INFO CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f3(f) of the IBS Info Disclosure Letter would not be reasonably expected to have an IBS Info Material Adverse Effect for purposes of this Section 4(f3(f).

Noncontravention. Except as disclosed in Section 4(f) of the IBS Disclosure Letter, neither Neither the execution and the delivery by Acquiror and Merger Sub of this Agreement, nor the consummation by Acquiror or Merger Sub of any of the transactions contemplated hereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter certificate of incorporation or by-laws bylaws of IBS Acquiror or the certificate of incorporation or bylaws of Merger Sub; (b) require on the part of Acquiror or Merger Sub any registration, declaration or filing with, or any permit, order, authorization, consent or approval of, any Governmental Entity, except for (i) compliance with the applicable requirements of HSR, (ii) the filing by Acquiror of such reports and information with the SEC under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, and (iii) any registration, declaration, filing, permit, order, authorization, consent or approval which if not made or obtained would not reasonably be expected to have a material adverse effect on Acquiror’s or Merger Sub’s ability to consummate the Merger or any of its Subsidiaries or the other transactions contemplated hereby (iian “Acquiror Material Adverse Effect”); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerateterminate or modify, terminate, modify or cancel or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument contract or other arrangement agreement to which either IBS Acquiror or any of its Subsidiaries Merger Sub is a party or by which it Acquiror or Merger Sub is bound or to which any of its assets is subjectbound, except in the case of clause for (iii) where the violation, any conflict, breach, default, accelerationacceleration or right to terminate or modify that would not reasonably be expected to result in an Acquiror Material Adverse Effect or (ii) any notice, terminationconsent or waiver the failure of which to make or obtain would not reasonably be expected to result in an Acquiror Material Adverse Effect; (d) violate any order, modificationwrit, cancellation injunction or failure decree applicable to give notice Acquiror or Merger Sub or any of their respective properties or assets, except for any violation that would not reasonably be expected to have an IBS Acquiror Material Adverse Effect. Other than as required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor ; (e) violate any Laws applicable to Acquiror or Merger Sub or any of its Subsidiaries needs to give any notice to, make any filing with their respective properties or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreementassets, except where the failure to give notice, to file or to obtain for any authorization, consent or approval violation that would not reasonably be expected to have result in an IBS Acquiror Material Adverse Effect Effect; or (f) render Acquiror insolvent or except unable to pay its debts as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)they become due.

Noncontravention. Except as disclosed in Section 4(fSubject to compliance with: (a) of the IBS Disclosure Letter, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter or by-laws of IBS or any of its Subsidiaries or (ii) 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 either IBS or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject, except in the case of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under the provisions applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act; (b) applicable Environmental Laws; and (c) applicable foreign antitrust or trade regulation laws; neither the execution and delivery of this Agreement by Buyer, nor the Delaware General Corporation Lawconsummation by Buyer of the transactions contemplated hereby, Nasdaq, will: (i) conflict with or violate any provision of the Securities Exchange Act, charter or bylaws of Buyer; (ii) require on the Securities Act and state securities laws, neither IBS nor any part of its Subsidiaries needs to give any notice to, make Buyer any filing with with, or obtain any permit, authorization, consent or approval of, any Governmental Entity, except for any filing, permit, authorization, consent or approval which if not obtained or made would not reasonably be expected to prevent, or materially impair or delay, the ability of any Government Entity in order for the Parties Buyer to consummate the transactions contemplated by this AgreementAgreement (a “Buyer Material Adverse Effect”); (iii) conflict with, except where result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the failure acceleration of, create in any party any right to give accelerate, terminate, modify or cancel, or require any notice, to file or to obtain any authorization, consent or approval waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of Indebtedness or Security Interest to which Buyer is a party or by which Buyer is bound or to which any of its assets are subject, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver which would not reasonably be expected to have an IBS result in a Buyer Material Adverse Effect Effect; or (iv) violate any order, writ, injunction or decree specifically naming, or statute, rule or regulation applicable to, Buyer or any of its respective properties or assets, except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means for any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so violation that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not reasonably be reasonably expected to have an IBS result in a Buyer Material Adverse Effect for purposes of this Section 4(f)Effect.

Noncontravention. Except as disclosed in Section 4(f(a) of the IBS Disclosure Letter, neither Neither the execution and the delivery of this Agreement, nor the consummation of the Merger and the other transactions contemplated hereby, will will, with or without the giving of notice or the lapse of time or both, (i) violate any constitutionprovision of the certificate of incorporation or bylaws (or comparable organization documents, statute, regulation, rule, injunction, judgment, order, decree or other restriction as applicable) of any Government Entity to which IBS Spartan Stores or any of its Subsidiaries is subject the Spartan Stores Subsidiaries, (ii) give rise to any appraisal or other dissenters rights of any provision Spartan Stores Shareholder, (iii) assuming compliance with the filing and notice requirements set forth in Sections 5.5(b)(i) through (vi) and receipt of the charter or by-laws of IBS applicable approvals thereunder, violate any Law applicable to Spartan Stores or any of its the Spartan Stores Subsidiaries on the date hereof or (ii) conflict require any filing or registration with, or the giving of any notice to, any Governmental Entity by Spartan Stores or any of the Spartan Stores Subsidiaries, (iv) result in a violation or breach of, constitute a default under, give rise to any right of modification of any obligations or the loss of any benefit under, result in the acceleration oftermination of or a right of termination or cancellation under, create in accelerate the performance required by, or otherwise violate any party the right to accelerate, terminate, modify Spartan Stores Material Contract or cancel or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which either IBS Permit held by Spartan Stores or any of its the Spartan Stores Subsidiaries is a party or by which it is bound (v) result in the creation of any Lien (other than Permitted Liens) on any properties, rights or to which assets of Spartan Stores or any of its assets is subjectthe Spartan Stores Subsidiaries, except in the case of clause clauses (iv) and (v) to the extent that any such violation or requirement that, individually or in the aggregate, has not had and would not reasonably be expected to have, a Spartan Stores Material Adverse Effect. (b) None of the execution and delivery of this Agreement, nor the consummation of the Merger and the other transactions contemplated hereby (with or without the giving of notice or the lapse of time or both), nor the performance of this Agreement by Spartan Stores and Merger Sub will require any Order or Permit of, or filing with or notification to, any Governmental Entity, except for (i) (A) the filing with the SEC of the Joint Proxy Statement, (B) the filing with the SEC, and declaration of effectiveness under the Securities Act, of the Registration Statement, and (C) such other filings under and in compliance with the Securities Act and the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) where such filings as may be required under the violationHSR Act or Other Antitrust Laws, conflict(iii) the filing and recordation of appropriate merger or other documents as required by the DGCL and by relevant authorities of other jurisdictions in which Spartan Stores is qualified to do business (including the filing of the Certificate of Merger), breach(iv) such Consents from, defaultor registrations, accelerationdeclarations, terminationnotices or filings made to or with, modificationany Governmental Entities (other than with respect to securities, cancellation antitrust, competition, trade regulation or failure similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement, (v) such filings with and approvals of NASDAQ as are required to give notice permit the listing of the Merger Consideration, and (vi) such other Orders, Permits, filings and notifications which if not obtained or made would not reasonably be expected to have an IBS Material Adverse Effect. Other than a material and adverse effect on Spartan Stores and its Subsidiaries, taken as required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)whole.

Noncontravention. Except as disclosed in Section 4(f(a) The execution, delivery and performance by Seller of this Agreement does not, and the execution, delivery and performance by Seller of the IBS Disclosure LetterAncillary Documents to which Seller is a party will not, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, hereby and thereby will not (i) violate any constitutionLaw, statute, regulation, rule, injunction, judgment, order, order or decree or other restriction of any Government Entity to which IBS Seller or any of its Subsidiaries the Business is subject or subject; (ii) violate any provision of the charter certificate of formation, operating agreement, or by-laws other governing documents of IBS Seller; (iii) breach or any of its Subsidiaries otherwise constitute or (ii) conflict with, result in a breach of, constitute give rise to a default under, result in or permit the acceleration ofof any obligation under, 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 either IBS or any of its Subsidiaries Seller is a party or by which it Seller is bound or to which any of its assets the Assets is subject, except (iv) result in the case imposition of clause any Lien upon any of the Assets or (v) require any governmental authorizations, approvals and consents. (b) The execution, delivery and performance by HMTS of this Agreement does not, and the execution, delivery and performance by HMTS of the Ancillary Documents to which HMTS is a party will not, and the consummation of the transactions contemplated hereby and thereby will not (i) violate any Law, order or decree to which HMTS or the Business is subject; (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under the provisions violate any provision of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Actarticles of incorporation, bylaws, or other governing documents of HMTS; (iii) breach or otherwise constitute or give rise to a default under, or permit the Delaware General Corporation Lawacceleration of any obligation under, Nasdaqany agreement, contract, lease, license, instrument or other arrangement to which HMTS is a party or by which HMTS is bound; (iv) result in the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor imposition of any Lien upon any of its Subsidiaries needs the Assets; or (v) require any governmental authorizations, approvals and consents. (c) The execution, delivery and performance by ProfitMark of this Agreement does not, and the execution, delivery and performance by ProfitMark of the Ancillary Documents to give any notice towhich ProfitMark is a party will not, make any filing with or obtain any authorization, consent or approval and the consummation of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreementhereby and thereby will not (i) violate any Law, except where order or decree to which ProfitMark or the failure to give notice, to file or to obtain Business is subject; (ii) violate any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) provision of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorizationcertificate of formation, consent or approval of a Government Entity operating agreement, or other third governing documents of ProfitMark; (iii) breach or otherwise constitute or give rise to a default under, or permit the acceleration of any obligation under, any material agreement, contract, lease, license, instrument or other arrangement to which ProfitMark is a party required to be obtained pursuant to or by which ProfitMark is bound; (iv) result in the imposition of any state securities laws or so that a matter set forth in Section 4(f) Lien upon any of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes Assets; or (v) require any governmental authorizations, approvals and consents. (d) The execution, delivery and performance by each Owner Entity Shareholder of this Section 4(f)Agreement does not, and the execution, delivery and performance by each Owner Entity Shareholder of the Ancillary Documents to which such Owner Entity Shareholder is a party will not, and the consummation of the transactions contemplated hereby and thereby will not (i) violate any Law, order or decree to which any Owner Entity Shareholder or the Business is subject; (ii) breach or otherwise constitute or give rise to a default under, or permit the acceleration of any obligation under, any agreement, contract, lease, license, instrument or other arrangement to which any Owner Entity Shareholder is a party or by which any Owner Entity Shareholder is bound; (iv) result in the imposition of any Lien upon any of the Assets; or (v) require any governmental authorizations, approvals and consents.

Noncontravention. Except as disclosed in Section 4(f) Subject to compliance with the applicable requirements of the IBS Disclosure LetterSecurities Act and any applicable state securities laws, the Exchange Act and the filing of the Articles of Merger as required by Nevada Law, neither the execution and the delivery of this Agreement, nor the consummation by the Company or the Merger Sub of the transactions contemplated herebyhereby or thereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter Articles of Incorporation or by-laws Bylaws of IBS the Company or the Merger Sub; (b) require on the part of the Company or the Merger Sub any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than those (i) required solely by reason of its Subsidiaries the Company’s participation in the transactions contemplated hereby or (ii) to be made by the Target or (iii) any filing, permit, authorization, consent or approval which, if not made or obtained, would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which either IBS the Company or any of its Subsidiaries the Merger Sub is a party or by which it either is bound or to which any of its their assets is are subject, except in the case of clause (ii) where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation cancellation, notice, consent or failure to give notice waiver that would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS a Material Adverse Effect on the Company or except as set forth the Merger Sub; (d) result in Section 4(f) the imposition of any Security Interest upon any assets of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means Company or the Merger Sub; or (e) violate any authorizationorder, consent writ, injunction, decree, statute, rule or approval regulation applicable to the Company or the Merger Sub or any of a Government Entity their properties or other third party required to be obtained pursuant to assets, except for any state securities laws or so violation that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS a Material Adverse Effect for purposes of this Section 4(f)on the Company or the Merger Sub.

Noncontravention. Except as disclosed in Section 4(f) for the applicable requirements of the IBS Disclosure LetterSecurities Act and the Exchange Act, any applicable state and foreign securities laws, the HSR Act, the Communications Act and the regulations of the FCC, and state public utility, telecommunication or public service laws, neither the execution and the delivery of this Agreement, Agreement by each of the Buyer and the Merger Subsidiary nor the consummation of the transactions contemplated hereby, hereby will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter Buyer's or Merger Subsidiary's respective certificate of incorporation or by-laws laws, (b) require on the part of IBS the Buyer and/or the Merger Subsidiary any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than where the failure to make or obtain such filings, permits, authorizations, consents or approvals would not in the aggregate have a Buyer Material Adverse Effect or materially adversely affect the ability of its Subsidiaries or the Buyer to operate the business of the Buyer following the Effective Time, (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which either IBS the Buyer or any of its Subsidiaries Buyer Subsidiary is a party or by which it the Buyer or any Buyer Subsidiary is bound or to which any of its their respective assets is subjectare subject or any judgment, except order, writ, injunction, decree, statute, rule or regulation applicable to the Buyer or any Buyer Subsidiary or any of their respective properties or assets, other than such conflicts, violations, breaches, defaults, accelerations, terminations, modifications, cancellations or notices, consents or waivers as would not in the case of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice would not reasonably be expected to aggregate have an IBS a Buyer Material Adverse Effect. Other than as required under , or (d) result in the provisions imposition of any Security Interest upon any assets of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor Buyer or any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)Buyer Subsidiary.

Noncontravention. Except as disclosed in Section 4(f) of the IBS Disclosure Letter, neither Neither the execution and the delivery of ---------------- this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity government, governmental agency or court to which IBS either the Purchaser or any of its Subsidiaries is subject or any provision of the charter or by-laws bylaws of IBS either the Purchaser or any of its Subsidiaries or (ii) 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 either IBS the Purchaser or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject, except in the case of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice would not reasonably be expected have a material adverse effect on the business, financial condition or results of operations of the Purchaser and its Subsidiaries taken as a whole or on the ability of the Parties to have an IBS Material Adverse Effectconsummate the transactions contemplated by this Agreement. Other than as required under in connection with the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and Act, state securities laws, and with regard to any required governmental or regulatory approvals or consents relating to the telecommunications industry, the laws, rules or regulations of the United States, the several states or the District of Columbia, the Commonwealth of Puerto Rico, the United States Virgin Islands and of any other jurisdiction in which such approvals or consents may be required, and any other statutes, rules or regulations set forth in (S) 4(d) of the Purchaser Disclosure Letter, neither IBS the Purchaser nor any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) a material adverse effect on the ability of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required Parties to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of consummate the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of transactions contemplated by this Section 4(f)Agreement.

Noncontravention. Except as disclosed in Section 4(f) The execution, delivery and performance of this Agreement and the Company Stockholder Voting Agreement by Parent do not, and the consummation by Parent of the IBS Disclosure Letter, neither the execution Merger and the delivery other transactions contemplated by this Agreement and the Company Stockholder Voting Agreement and compliance by Parent with the provisions of this Agreement and the Company Stockholder Voting Agreement, nor as applicable, will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation or acceleration of any obligation or to the consummation loss of a benefit under, or result in the creation of any Lien in or upon any of the transactions contemplated herebyproperties, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree rights or other restriction assets of any Government Entity to which IBS Parent or any of its Subsidiaries is subject under, or require any consent or approval by, or any provision notice to, any person under, (i) subject to receipt of the charter Parent Stockholder Approval, the Parent Certificate or by-laws of IBS or any of its Subsidiaries or the Parent Bylaws, (ii) 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 Contract to which either IBS Parent or any of its Subsidiaries is a party or by which it any of their respective properties, rights or assets is bound subject or (iii) subject to which receipt of the Parent Stockholder Approval and the governmental filings and other matters referred to in the following sentence, any Law or Order applicable to Parent or any of its assets is subjectSubsidiaries or their respective properties, except rights or assets, other than, in the case of clause clauses (ii) where the violationand (iii), conflictfor (1) any such conflicts, breachviolations, defaultbreaches, accelerationdefaults, rights of termination, modification, cancellation or acceleration, losses or Liens and (2) any failure to give notice obtain any such consents or approvals, in the case of clauses (1) and (2), that individually or in the aggregate have not had and would not reasonably be expected to have an IBS a Parent Material Adverse Effect. Other than as No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor by or with respect to Parent or any of its Subsidiaries needs in connection with the execution, delivery and performance by Parent of this Agreement and the Ancillary Agreements to give any notice which Parent is a party or the consummation by Parent of the Merger or the other transactions contemplated by this Agreement and such Ancillary Agreements, except for (1) (A) the filing of a premerger notification and report form by Parent under the HSR Act and the expiration or earlier termination of the waiting period required thereunder and (B) filings with respect to, make and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under any other applicable Antitrust Law, (2) the filing with or obtain any authorization, consent or approval the SEC of any Government Entity (Y) the Form S-4 and (Z) such reports under the Exchange Act as may be required in order for the Parties to consummate connection with this Agreement and the transactions contemplated by this Agreement, except where (3) any filings with and approvals of the Nasdaq Global Select Market, (4) any filings required pursuant to applicable foreign securities laws and state securities, takeover and “blue sky” laws, as may be required in connection with this Agreement, the Ancillary Agreements to which Parent is a party and the transactions contemplated hereby and thereby, (5) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and (6) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to give notice, to file be obtained or to obtain any authorization, consent made individually or approval in the aggregate have not had and would not reasonably be expected to have an IBS a Parent Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)Effect.

Noncontravention. Except for (A) filings required under the Securities Act of 1933, as disclosed amended and/or the Securities and Exchange Act of 1934, as amended, and (B) Security Interests that may be granted by Parent and its Subsidiaries and/or the Buyer and Merger Subsidiary in connection with the “Required Financing” contemplated by Section 4(f) 4.6 of the IBS Disclosure Letterthis Agreement, neither the execution and delivery by the delivery Parent and Buyer of this AgreementAgreement or the Transaction Documentation, nor the consummation by the Parent and Buyer of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter organizational documents or by-laws bylaws of IBS the Parent or Buyer, (b) require on the part of the Parent or Buyer, any of its Subsidiaries filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which either IBS the Parent or any of its Subsidiaries Buyer is a party or by which it either is bound or to which any of its assets is are subject, except in the case of clause for (iii) where the violation, any conflict, breach, default, acceleration, termination, modification, modification or cancellation or failure to give notice which would not reasonably be expected to have an IBS a DSH Material Adverse Effect. Other than as required under Effect and would not reasonably be expected to adversely affect the provisions consummation of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor transactions contemplated hereby or (ii) any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorizationnotice, consent or approval waiver the absence of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval which would not reasonably be expected to have an IBS a DSH Material Adverse Effect or except as set forth in Section 4(f) and would not reasonably be expected to adversely affect the consummation of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means transactions contemplated hereby, (d) result in the imposition of any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to Security Interest upon any state securities laws or so that a matter set forth in Section 4(f) assets of the IBS Disclosure Letter would not be reasonably expected Parent or Buyer or (e) violate any Laws applicable to have an IBS Material Adverse Effect for the Parent, Buyer or Merger Subsidiary or any of their properties or assets. For purposes of this Section 4(fAgreement, “DSH Material Adverse Effect” means a material adverse effect on the assets, business, condition (financial or otherwise), or results of operations of the Parent, the Buyer and their respective subsidiaries, when taken as a consolidated whole.

Noncontravention. Except as disclosed in Section 4(f) shall be set forth on Schedule 3.4, to the Knowledge of the IBS Disclosure LetterGCSI, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree decree, ruling, charge or other restriction of any Government Governmental Entity to which IBS or any of GCSI or its Subsidiaries is subject or any provision of the charter or by-laws of IBS or any of its Subsidiaries or (ii) 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 cancel, or require any notice or consent under any agreement, contract, lease, license, instrument or other arrangement to which either IBS GCSI or any of its Subsidiaries is a party or party, by which it GCSI or any of its Subsidiaries is bound or to which any of its their assets is subjectare subject (or result in the imposition of any Lien upon any of their assets), except in the case of clause (ii) where the violation, conflict, breach, default, default acceleration, termination, modification, cancellation or cancellation, failure to give notice or Lien would not reasonably be expected to have an IBS a Material Adverse Effect. Other Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any provision of the charter or bylaws (or similar governing documents) of GCSI or any of its Subsidiaries. To the Knowledge of GCSI, and other than as required under in connection with (i) the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Alabama Business Corporation LawAct, Nasdaqthe Securities Act, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any (ii) the necessary notices to and approvals or consents, if any, of the FCC, and (iii) the necessary notices to and approvals and consents, if any, of state public utility commissions or similar state regulatory bodies pursuant to applicable state laws regulating the telephone, commercial mobile radio service or other telecommunications business, none of GCSI or its Subsidiaries needs are required to give any notice to, make any filing file with or obtain any authorization, consent or approval of any Government Governmental Entity in order for the Parties GCSI to consummate the transactions contemplated by perform its obligations under this Agreement, except where the failure to give such notice, to file or to obtain any such authorization, consent or approval would not reasonably be expected to have an IBS a Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)Effect.

Noncontravention. Except as disclosed in Section 4(f(a) of the IBS Disclosure Letter, neither Neither the execution and the delivery of this Agreement or any Parent Ancillary Agreement, nor the consummation by Parent or Merger Sub of the transactions contemplated herebyhereby or thereby, will nor compliance by Parent or Merger Sub with any of the provisions hereof or thereof, will: (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree conflict with or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter or by-laws of IBS or any of its Subsidiaries or (ii) conflict with, result in a breach of any provisions of the Organizational Documents of Parent or Merger Sub; (ii) constitute or result in the breach of any term, condition or provision of, or constitute a default under (with or without notice or lapse of time, or both), or give rise to any right of termination, consent, amendment, cancellation, modification or acceleration with respect to, or give rise to any obligation of Parent or Merger Sub to make any payments under, or result in the acceleration of, create in creation or imposition of a Lien upon any party the right property or assets of Parent or Merger Sub pursuant to accelerate, terminate, modify or cancel or require any notice under any agreement, contract, lease, license, instrument or other arrangement Contract to which either IBS Parent or any of its Subsidiaries Merger Sub is a party or by which it is any of their respective properties or assets may be subject; or (iii) violate any Law or Order applicable to Parent or Merger Sub or by which any properties or assets owned or used by Parent or Merger Sub are bound or to which any of its assets is subjectaffected; except, except in the case of clause (ii) where the violationeach case, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice as would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under a material adverse effect on the provisions ability of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of its Subsidiaries needs to give any notice to, make any filing with Parent or obtain any authorization, consent or approval of any Government Entity in order for the Parties Merger Sub to consummate the transactions contemplated by this Agreement, except where or as would not materially impair the failure ability of Parent or Merger Sub to give noticeconsummate the transactions contemplated by this Agreement. (b) Assuming the truth and accuracy of the representations and warranties of the Company contained herein (disregarding all qualifications contained therein relating to materiality or material adverse effect), no consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority is required to file be obtained or to obtain made by Parent or Merger Sub in connection with: (i) the execution, delivery and performance by Parent or Merger Sub of this Agreement or any authorizationParent Ancillary Agreement in connection herewith; or (ii) the compliance by Parent or Merger Sub with any of the provisions hereof or thereof or the consummation of the transactions contemplated hereby or thereby, consent or approval except, in each case, as would not reasonably be expected to have an IBS Material Adverse Effect a material adverse effect on the ability of Parent or except Merger Sub to consummate the transactions contemplated by this Agreement, or as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected materially impair the ability of Parent or Merger Sub to have an IBS Material Adverse Effect for purposes of consummate the transactions contemplated by this Section 4(f)Agreement.

Noncontravention. Except as disclosed set forth in Section 4(f) of the IBS Disclosure LetterSchedule 4.4, neither the execution and the delivery of this Agreement, Agreement nor the consummation of the transactions contemplated hereby, hereby and thereby nor any direct or indirect change of control of PGM or any PGM Joint Venture will (ia) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree decree, stipulation, injunction, memorandum of understanding regulatory order or other restriction of any Government Entity understanding to which IBS PGM is a party or any of its Subsidiaries is subject otherwise subject, (b) conflict with or any provision result in a breach of the charter provisions of the Articles of Incorporation or byBy-laws of IBS PGM, as amended to date or of any of its Subsidiaries agreements governing any PGM Joint Venture, or (iic) conflict with, result in a the breach of, constitute a default under, result in the acceleration of, create in any party person or entity the right to accelerate, terminate, modify or cancel cancel, or require any notice under under, any agreement, material contract, lease, license, indenture, agreement, mortgage, instrument of indebtedness or other arrangement instrument to which either IBS PGM or any of its Subsidiaries the PGM Joint Ventures is a party or by which it PGM or any PGM Joint Venture or any property of PGM or any PGM Joint Venture is bound or to which result in the creation or imposition of any lien or encumbrance on any of its assets is subjectsuch property, except and PGM and the Sellers shall obtain all consents, waivers and amendments necessary to resolve any such violation or conflict identified on Schedule 4.4 on or before the Closing. To the extent that Sellers have identified any right of termination in the case of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation Schedule 4.4 with respect to Branch Operators Agreements or failure to give notice would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities lawsotherwise, neither IBS PGM nor any of its Subsidiaries needs to give the Sellers have received any notice to, make of termination or been given any filing with or obtain any authorization, consent or approval of any Government Entity in order for reason to believe that the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant counterparty to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected Branch Operators Agreement intends to have an IBS Material Adverse Effect for purposes of this Section 4(f)terminate its Branch Operators Agreements with PGM.

Noncontravention. (a) Except as disclosed set forth in Section 4(f) Schedule 3.04, the execution, delivery and performance of the IBS Disclosure Letterthis Agreement do not, neither the execution and the execution, delivery and performance of this Agreementeach Ancillary Agreement by Seller will not, nor and the consummation of the transactions contemplated hereby, hereby and thereby do not and will not (i) violate any constitutionviolate, statute, regulation, rule, injunction, judgment, order, decree conflict with or other restriction result in the breach of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter certificate of incorporation or by-laws of IBS or any of its Subsidiaries or Seller, (ii) assuming compliance with the matters referred to in Section 3.03, conflict withwith or violate any Law or Governmental Order applicable to Seller or the Business, result in a breach of(iii) require any consent or other action by or notification to any Person under, constitute a default under, or give to any Person any rights of termination, amendment, acceleration or cancellation of any right or obligation of Seller or to a loss of any benefit relating to the Business to which Seller is entitled under, any provision of any agreement or other instrument binding upon the Business or Seller or by which any of the assets thereof is or may be bound or (iv) result in the acceleration ofcreation or imposition of any Lien on any asset of Seller or the Business other than Permitted Liens, create in any party the right to accelerateexcept, terminate, modify or cancel or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which either IBS or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject, except in the case cases of clause clauses (i), (ii) where the violationand (iii), conflictfor any such violations, breachconsents, defaultactions, accelerationdefaults, termination, modification, cancellation rights or failure to give notice losses as would not have or would not reasonably be expected to have an IBS have, individually or in the aggregate, a Material Adverse Effect. Other than as required under . (b) None of the restrictions on business combinations contained in any antitakeover or similar statute or regulation (including the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, Section 203 of the Delaware General Corporation Law, Nasdaq, as to which the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any Board of its Subsidiaries needs Directors of Seller has taken all action necessary to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate exempt the transactions contemplated by this hereby therefrom) applies or purports to apply to the Voting Agreement, except where this Agreement or the failure to give noticetransactions contemplated hereby or thereby. (c) Seller has not entered into, to file and its Board of Directors has not adopted or to obtain any authorizationauthorized the adoption of, consent a shareholder rights or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)similar agreement.

Noncontravention. Except as disclosed in Section 4(f) Subject to receipt of the IBS Disclosure LetterCompany Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither the execution and the delivery of this AgreementAgreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter Company Charter or by-laws the Bylaws; (b) require on the part of IBS the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of its Subsidiaries the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument or other arrangement to which either IBS or any contract listed in Section 3.4 of its Subsidiaries is a party or by which it is bound or to which any of its assets is subjectthe Company Disclosure Letter, except in the case of clause (ii) where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation cancellation, notice, consent or failure to give notice waiver that would not reasonably be expected to have an IBS a Material Adverse Effect. Other than as required under Effect on the provisions Company; (d) result in the imposition of any Security Interest upon any assets of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ActCompany; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Delaware General Corporation LawCompany, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of its Subsidiaries needs properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval clauses (a) through (e) (inclusive) hereof which would not reasonably be expected to have an IBS a Material Adverse Effect or except as set forth in Section 4(f) of on the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)Company.

Noncontravention. Except as disclosed in Section 4(f(a) of the IBS Disclosure Letter, neither the The execution and the delivery of this AgreementAgreement by each of Parent and Merger Sub does not, nor and the performance of this Agreement by Parent and Merger Sub and the consummation of the transactions contemplated herebyTransactions will not, will (i) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction the respective certificates of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter or incorporation and by-laws of IBS or any of its Subsidiaries or Parent and Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i)-(v), inclusive, of Section 3.04(b) hereof have been obtained and all filings described in such clauses have been made (and declared effective, if applicable), conflict withwith or violate any Laws applicable to Parent or any Parent Subsidiaries or by which any of their respective properties is bound or affected, or (iii) result in a any breach of, of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or alteration of rights under or require the consent or approval of any Person under, or result in the acceleration ofcreation of a Lien on any of the properties or assets of Parent or any Parent Subsidiaries pursuant to, create in any party the right to acceleratenote, terminatebond, modify or cancel or require any notice under any agreementmortgage, indenture, contract, agreement, lease, license, instrument permit, franchise, joint venture, limited liability or partnership agreement or other arrangement instrument to which either IBS Parent or any of its Subsidiaries is a party or by which it Parent or any Parent Subsidiaries or any of their respective properties is bound or to which any of its assets is subjectaffected, except except, in the case of clause clauses (ii) where the and (iii) of this Section 3.04(a), for any conflict, violation, conflict, breach, default, accelerationimpairment, terminationright or lack of consent or approval that would not, modificationindividually or in the aggregate, cancellation or failure to give notice would not reasonably be expected to have an IBS a Parent Material Adverse Effect. Other than . (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation of the Transactions by Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) the filing of a premerger notification and report form by Parent under the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) the filing with the SEC of the Form S-4 and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions, (iv) consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the provisions "takeover" or "blue sky" laws of various states, (v) consents, approvals, authorizations, permits, filings or notifications which have heretofore been obtained or made, as the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Actcase may be, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act by Parent and state securities laws, neither IBS nor any of its Subsidiaries needs to give any notice to, make any filing with are in full force and effect or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except (vi) where the failure to give noticeobtain such consents, to file approvals, authorizations or permits, or to obtain any authorizationmake such filings or notifications, consent would not, individually or approval would not in the aggregate, reasonably be expected to have an IBS a Parent Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)Effect.

Noncontravention. Except as disclosed in set forth on Section 4(f) 2.4 of the IBS Disclosure LetterSchedule, neither subject to compliance with the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter or by-laws of IBS or any of its Subsidiaries or (ii) 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 either IBS or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject, except in the case of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under the provisions applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the filing of the Certificate of Merger as required by the Delaware General Corporation LawLaw and obtaining the Requisite Stockholder Approval, Nasdaqnone of the execution and delivery by the Company of this Agreement, the Securities Exchange Act, performance by the Securities Act and state securities laws, neither IBS nor Company of any of its Subsidiaries needs to give obligations hereunder or the consummation by the Company of the transactions contemplated hereby, will (a) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company or the charter, by-laws or other organizational document of any Subsidiary, (b) require on the part of the Company or any Subsidiary any notice toto or filing with, make or any filing with or obtain any permit, authorization, consent or approval of of, any Government Entity in order for the Parties to consummate the transactions contemplated by this AgreementGovernmental Entity, except where the failure to give noticedo so has not, to file or to obtain any authorizationsince the execution and delivery of this Agreement, consent or approval had and would not reasonably be expected to have an IBS result in a Company Material Adverse Effect Effect, (c) conflict with, result in a breach of, constitute (with or except as set forth without due notice or lapse of time or both) a default under, result in Section 4(f) the acceleration of obligations or loss of any right or benefit under, create in any party the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means right to terminate, modify or cancel, or require any authorizationnotice, consent or approval waiver under, any contract or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their respective assets is subject, other than any such conflicts, breaches, defaults, accelerations of obligations, losses of rights or benefits, rights to modify, terminate or cancel, notices, consents or waivers that, individually or in the aggregate, have not, since the execution and delivery of this Agreement, had and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a Government Entity or other third party required to be obtained pursuant to whole, (d) result in the imposition of any state securities laws or so that a matter set forth in Section 4(f) Security Interest upon any assets of the IBS Disclosure Letter Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets other than any such violations that have not, since the execution and delivery of this Agreement, had and would not reasonably be reasonably expected to have an IBS result in a Company Material Adverse Effect for purposes of this Section 4(f)Effect.

Noncontravention. Except as disclosed in Section 4(f(a) of the IBS Disclosure Letter, neither Neither the execution and the delivery of this Agreement, Agreement or any other Ancillary Agreement to which the Parent or Merger Sub is a party nor the consummation of the Merger and the other transactions contemplated herebyby this Agreement, will will, with or without the giving of notice or the lapse of time or both, (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter certificate of formation or by-laws limited liability company agreement (or comparable organization documents, as applicable) of IBS the Parent or any of its Subsidiaries or Merger Sub, (ii) conflict withassuming compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (viii), violate any Law applicable to the Parent or Merger Sub on the date hereof, (iii) result in a breach of, constitute a default under, give rise to any right of modification of any obligations or the loss of any benefit under, result in the acceleration oftermination of or a right of termination or cancellation under, create in accelerate the performance required by, or otherwise violate any party the right to accelerate, terminate, modify or cancel or require any notice under any agreement, contract, lease, license, instrument or other arrangement Contract to which either IBS the Parent or any of its Subsidiaries Merger Sub is a party or by which it is bound (iv) result in the creation of any Lien (other than a Permitted Lien) on an properties, rights or to which any assets of its assets is subjectthe Parent or Merger Sub, except in the case of clause clauses (ii), (iii) where or (iv) to the violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice extent that any such violation would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under prevent or materially delay the provisions consummation of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ActMerger and the other transactions contemplated by this Agreement. (b) The execution and delivery of this Agreement by the Parent and Merger Sub and each Ancillary Agreement to which it is a party does not, and the Delaware General Corporation Lawperformance thereof will not, Nasdaqrequire any Order, the Securities Exchange ActPermit of, or filing with or notification to, any Governmental Entity, except for (i) such filings under state securities Laws or blue sky Laws, the Securities Act and the Exchange Act as may be required in connection with this Agreement and the Ancillary Agreements, the Merger and the other transactions contemplated by this Agreement (including the Information Statement), (ii) such filings required under the rules and regulations of the NYSE, (iii) such filings as may be required under the HSR Act, (iv) such filing with the European Commission of a merger notification in accordance with the ECMR, (v) the applicable requirements of the competent authority of any member state securities laws, neither IBS nor of the European Union to which any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this AgreementAgreement is referred pursuant to Article 9 of the ECMR, except where (vi) such other filings as may be required under the failure to give noticeOther Antitrust Laws, to file (vii) the filing and recordation of appropriate merger or to obtain any authorizationother documents as required by the DGCL (including the Certificate of Merger), consent (viii) the filings set forth in Section 3.4(b) of the Disclosure Schedule and (ix) such Orders, Permits, filings and notifications which if not obtained or approval made would not reasonably be expected to have an IBS Material Adverse Effect prevent or except as set forth in Section 4(f) materially delay the consummation of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or Merger and the other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of transactions contemplated by this Section 4(f)Agreement.

Noncontravention. Except as disclosed in set forth on Section 4(f4(d) of the IBS Disclosure LetterSchedule, neither the execution and the delivery of this Agreement, Agreement or any of the Ancillary Agreements to which the Company is or will be a party nor the consummation of the transactions contemplated herebyhereby or thereby, will (i) violate any constitutionLaw, statuteOrder, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Governmental Entity to which IBS the Company or any of its Subsidiaries is subject bound or to which any of the Company’s or its Subsidiaries’ assets is subject; (ii) violate any provision of the charter or by-laws Governing Documents of IBS the Company or any of its Subsidiaries or Subsidiaries; (iiiii) conflict with, violate, result in a breach or infringement of, constitute a default (with or without notice or lapse of time, or both) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, amend or cancel cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement Contract to which either IBS the Company or any of its Subsidiaries is a party or by which it the Company or any of its Subsidiaries is bound or to which the Company’ or any of its Subsidiaries’ assets is subjectsubject or (iv) result in the imposition of any Lien upon any of its or its Subsidiaries’ assets, except except, in the case of clause clauses (iii), (iii) and (iv), where the violation, conflict, breach, infringement, default, acceleration, termination, modification, cancellation or cancellation, failure to give notice notice, or Lien would not reasonably be expected to have an IBS have, individually or in the aggregate, a Material Adverse Effect. Other Except as set forth in Section 4(d) of the Disclosure Schedule, none of the Company or any of its Subsidiaries is required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Entity or other Person in connection with the execution, delivery and performance of this Agreement and each Ancillary Agreement to which it is or will be a party and to consummate the transactions contemplated by this Agreement or such Ancillary Agreement, other than as required (A) compliance with and filings under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, (B) those authorizations, consents and approvals that may be required solely by reason of Buyer being the Delaware General Corporation Lawbuyer of the Shares, Nasdaqand (C) those authorizations, the Securities Exchange Act, the Securities Act consents and state securities laws, neither IBS nor any of its Subsidiaries needs to give any notice to, make any filing approvals (including compliance with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval and filings and notices under applicable Environmental Health and Safety Requirements) that would not reasonably be expected to have an IBS Material Adverse Effect be material, individually or except in the aggregate, to the Company and its Subsidiaries (taken as set forth in Section 4(fa whole) or prevent or materially delay performance by the Company of its obligations under this Agreement or any of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent Ancillary Agreements to which the Company is or approval of will be a Government Entity party or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) the consummation of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)transactions contemplated hereby or thereby.

Noncontravention. Except as disclosed in Section 4(f) for the applicable requirements of the IBS Disclosure Securities Act, the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), any applicable state and foreign securities laws, and the MGCL, or as set forth in Schedule 2.3 of the Company Letter, neither none of the execution and the delivery of this Agreement, nor Agreement or the Articles of Merger by the Company or the consummation of the transactions contemplated hereby, hereby or thereby will (ia) conflict with or violate any constitutionprovision of the charter, statute, regulation, rule, injunction, judgment, order, decree by-laws or other restriction similar organizational documents of any Government Entity to which IBS the Company or any of its Subsidiaries (assuming stockholder approval is subject or any provision received); (b) require on the part of the charter or by-laws of IBS Company or any of its Subsidiaries any filing with, or any permit, authorization, consent or approval of, any domestic (iifederal or state), foreign or supranational court, administrative agency or commission or other governmental or regulatory body, agency, authority or tribunal (each a “Governmental Entity”), except for such filings, permits, authorizations, consents or approvals that have been obtained or where the failure to make such filing or obtain such permit, authorization, consent or approval would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (c) conflict withviolate, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminateterminate or cancel, modify or cancel or require any notice under notice, consent, approval waiver or exemption under, any agreement, contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Lien or other arrangement to which either IBS the Company or any of its Subsidiaries is a party or by which it the Company or any of its Subsidiaries is bound or to which any of its their respective assets is subjectsubject or any judgment, except order, writ, injunction or decree (whether temporary, preliminary or permanent) of any Governmental Entity (each an “Order”), statute, rule, regulation, notice, law or ordinance of any Governmental Entity (each a “Law”) applicable to the Company or any of its Subsidiaries or any of their respective properties or assets other than, such conflicts, violations, breaches, defaults, accelerations, terminations, cancellations, notices, consents or waivers as would not individually or in the case of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice would not aggregate reasonably be expected to have an IBS a Material Adverse Effect. Other than as required under ; or (d) result in the provisions imposition of any Lien upon any material assets of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor Company or any of its Subsidiaries needs to give any notice toSubsidiaries, make any filing which Lien would materially detract from the value, or materially interfere with or obtain any authorizationthe use, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)such assets.

Noncontravention. Except as disclosed in Section 4(f(a) of the IBS Disclosure Letter, neither Neither the execution and the delivery of this Agreement, Agreement nor the consummation of the Merger and the other transactions contemplated herebyby this Agreement, will will, with or without the giving of notice or the lapse of time or both, (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of memorandum and articles of association (or comparable organization documents, as applicable) of the charter Parent or by-laws of IBS or any of its Subsidiaries or Merger Sub, (ii) conflict withassuming compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (v), violate any Law applicable to the Parent or Merger Sub on the date hereof, (iii) result in a breach of, constitute a default under, give rise to any right of modification of any obligations or the loss of any benefit under, result in the acceleration oftermination of or a right of termination or cancellation under, create in accelerate the performance required by, or otherwise violate any party the right to accelerate, terminate, modify or cancel or require any notice under any agreement, contract, lease, license, instrument or other arrangement Contract to which either IBS the Parent or any of its Subsidiaries Merger Sub is a party or by which it is bound (iv) result in the creation of any Lien (other than a Permitted Lien) on an properties, rights or to which any assets of its assets is subjectthe Parent or Merger Sub, except in the case of clause clauses (ii), (iii) where or (iv) to the violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice extent that any such violation would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under prevent or materially delay the provisions consummation of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ActMerger and the other transactions contemplated by this Agreement. (b) The execution and delivery of this Agreement by the Parent and Merger Sub does not, and the Delaware General Corporation Lawperformance thereof will not, Nasdaqrequire any Order, the Securities Exchange ActPermit of, or filing with or notification to, any Governmental Entity, except for (i) such filings under state securities Laws or blue sky Laws, the Securities Act and state securities lawsthe Exchange Act as may be required in connection with this Agreement, neither IBS nor any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate Merger and the other transactions contemplated by this AgreementAgreement (including the Proxy Statement and the Schedule 13E-3), except where (ii) such filings required under the failure to give noticerules and regulations of the Nasdaq, to file (iii) such filings as may be required under the HSR Act, (iv) such other filings as may be required under the Other Antitrust Laws, (v) the filing and recordation of appropriate merger or to obtain any authorizationother documents as required by the Cayman Companies Law, consent (vi) the filings set forth in Section 3.4(b) of the Disclosure Schedule and (vii) such Orders, Permits, filings and notifications which if not obtained or approval made would not reasonably be expected to have an IBS Material Adverse Effect prevent or except as set forth in Section 4(f) materially delay the consummation of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or Merger and the other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of transactions contemplated by this Section 4(f)Agreement.

Noncontravention. Except as disclosed Subject to the making of the filings and receipt of the permits, authorizations, consents and approvals listed in Section 4(f) 2.3 of the IBS Disclosure LetterSchedule, neither the execution and delivery by the delivery Seller of this AgreementAgreement or the Ancillary Agreements to which the Seller will be a party, nor the consummation by the Seller of the transactions contemplated herebyhereby or thereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter certificate of formation or by-laws limited liability company agreement of IBS the Seller; (b) require on the part of the Seller any filing with, or any of its Subsidiaries permit, authorization, consent or approval of, any (i) Governmental Entity or (ii) other Person, except in the case of this clause (ii), for any such filing, permit, authorization, consent or approval which if not obtained or made would not reasonably be expected to result in a Business Material Adverse Effect; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerateterminate or modify, terminate, modify or cancel or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument (i) Assigned Contract or (ii) other arrangement contract or agreement to which either IBS or any of its Subsidiaries the Seller is a party or by which it the Seller is bound or to which any of its assets is subjectbound, except in the case of clause (ii) where the violation, for (x) any conflict, breach, default, acceleration, termination, modification, cancellation acceleration or failure right to give notice terminate or modify that would not reasonably be expected to have an IBS result in a Business Material Adverse Effect. Other than as required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor Effect or (y) any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorizationnotice, consent or approval waiver the absence of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval which would not reasonably be expected to have an IBS result in a Business Material Adverse Effect Effect; or (d) violate any judgment, order, writ, injunction or except as set forth in Section 4(fdecree of any Governmental Entity (each, an “Order”) specifically naming, or statute, rule or regulation applicable to, the Seller or any of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity its properties or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)assets.

Noncontravention. Except as disclosed in Section 4(f) Subject to the filing of the IBS Disclosure LetterCertificate of Merger as required by the Delaware Act, neither the execution and delivery by the delivery Parent or the Acquisition Subsidiary, as the case may be, of this AgreementAgreement or the Transaction Documentation, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter organizational documents or by-laws bylaws of IBS the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than required notification to the Financial Industry Regulatory Authority (ii“FINRA”), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which either IBS the Parent or any of its Subsidiaries the Acquisition Subsidiary, as the case may be, is a party or by which it either is bound or to which any of its their assets is are subject, except in the case of clause for (iii) where the violation, any conflict, breach, default, acceleration, termination, modification, modification or cancellation or failure to give notice which would not reasonably be expected to have an IBS a Parent Material Adverse Effect. Other than as required under Effect and would not reasonably be expected to adversely affect the provisions consummation of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor transactions contemplated hereby or (ii) any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorizationnotice, consent or approval waiver the absence of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval which would not reasonably be expected to have an IBS a Parent Material Adverse Effect or except as set forth in Section 4(f) and would not reasonably be expected to adversely affect the consummation of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means transactions contemplated hereby, (d) result in the imposition of any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to Security Interest upon any state securities laws or so that a matter set forth in Section 4(f) assets of the IBS Disclosure Letter Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except for any violation which would not reasonably be reasonably expected to have an IBS a Parent Material Adverse Effect for purposes of this Section 4(f)Effect.

Noncontravention. Except as disclosed in Section 4(f) Subject to the filing of the IBS Disclosure LetterArticles of Merger as required by the WBCA, neither the execution and delivery by the delivery Parent or the Acquisition Subsidiary, as the case may be, of this AgreementAgreement or the Transaction Documentation, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter organizational documents or by-laws bylaws of IBS the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than required notification to the Financial Industry Regulatory Authority (ii“FINRA”), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which either IBS the Parent or any of its Subsidiaries the Acquisition Subsidiary, as the case may be, is a party or by which it either is bound or to which any of its their assets is are subject, except in the case of clause for (iii) where the violation, any conflict, breach, default, acceleration, termination, modification, modification or cancellation or failure to give notice which would not reasonably be expected to have an IBS a Parent Material Adverse Effect. Other than as required under Effect and would not reasonably be expected to adversely affect the provisions consummation of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor transactions contemplated hereby or (ii) any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorizationnotice, consent or approval waiver the absence of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval which would not reasonably be expected to have an IBS a Parent Material Adverse Effect or except as set forth in Section 4(f) and would not reasonably be expected to adversely affect the consummation of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means transactions contemplated hereby, (d) result in the imposition of any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to Security Interest upon any state securities laws or so that a matter set forth in Section 4(f) assets of the IBS Disclosure Letter would not be reasonably expected Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to have an IBS Material Adverse Effect for purposes the Parent or the Acquisition Subsidiary or any of this Section 4(f)their properties or assets.

Noncontravention. Except as disclosed in Section 4(f) Subject to the filing of the IBS Disclosure LetterCertificate of Merger as required by the Delaware Act, neither the execution and delivery by Parent or Acquisition Subsidiary, as the delivery case may be, of this AgreementAgreement or the Transaction Documentation, nor the consummation by Parent or Acquisition Subsidiary, as the case may be, of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter organizational documents or by-laws bylaws of IBS Parent or Acquisition Subsidiary, as the case may be, (b) require on the part of Parent or Acquisition Subsidiary, as the case may be, any of its Subsidiaries filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than required notification to the Financial Industry Regulatory Authority (ii“FINRA”), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which either IBS Parent or any of its Subsidiaries Acquisition Subsidiary, as the case may be, is a party or by which it either is bound or to which any of its their assets is are subject, except in the case of clause for (iii) where the violation, any conflict, breach, default, acceleration, termination, modification, modification or cancellation or failure to give notice which would not reasonably be expected to have an IBS a Parent Material Adverse Effect. Other than as required under Effect and would not reasonably be expected to adversely affect the provisions consummation of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor transactions contemplated hereby or (ii) any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorizationnotice, consent or approval waiver the absence of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval which would not reasonably be expected to have an IBS a Parent Material Adverse Effect or except as set forth in Section 4(f) and would not reasonably be expected to adversely affect the consummation of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means transactions contemplated hereby, (d) result in the imposition of any authorization, consent Security Interest upon any assets of Parent or approval Acquisition Subsidiary or (e) violate any Laws applicable to Parent or Acquisition Subsidiary or any of a Government Entity their properties or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)assets.

Noncontravention. Except for (A) filings required under the Securities Act of 1933, as disclosed amended and/or the Securities and Exchange Act of 1934, as amended, and (B) Security Interests that may be granted by Purchaser and its Purchaser Subsidiaries in connection with the “Required Financing” contemplated by Section 4(f) 4.6 of the IBS Disclosure Letterthis Agreement, neither the execution and delivery by the delivery Purchaser of this AgreementAgreement or the Transaction Documentation, nor the consummation by the Purchaser of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter organizational documents or by-laws bylaws of IBS the Purchaser, (b) require on the part of the Purchaser, any filing with, or permit, authorization, consent or approval of, any of its Subsidiaries or Governmental Entity, (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which either IBS or any of its Subsidiaries the Purchaser is a party or by which it either is bound or to which any of its assets is are subject, except in the case of clause for (iii) where the violation, any conflict, breach, default, acceleration, termination, modification, modification or cancellation or failure to give notice which would not reasonably be expected to have an IBS a Purchaser Material Adverse Effect. Other than as required under Effect and would not reasonably be expected to adversely affect the provisions consummation of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor transactions contemplated hereby or (ii) any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorizationnotice, consent or approval waiver the absence of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval which would not reasonably be expected to have an IBS a Purchaser Material Adverse Effect or except as set forth in Section 4(f) and would not reasonably be expected to adversely affect the consummation of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means transactions contemplated hereby, (d) result in the imposition of any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to Security Interest upon any state securities laws or so that a matter set forth in Section 4(f) assets of the IBS Disclosure Letter would not be reasonably expected Purchaser or (e) violate any Laws applicable to have an IBS Material Adverse Effect for the Purchaser or any Purchaser Subsidiary (defined below) or any of their properties or assets. For purposes of this Section 4(fAgreement, “Purchaser Material Adverse Effect” means a material adverse effect on the assets, business, condition (financial or otherwise), or results of operations of the Purchaser and its subsidiaries, taken as a whole.

Noncontravention. Except as disclosed in Section 4(f) Subject to the filing of the IBS Disclosure LetterCertificate of Merger as required by the DGCL and the Articles of Merger as required by the Nevada Revised Statutes, neither the execution and delivery by the delivery Parent or the Acquisition Subsidiary, as the case may be, of this AgreementAgreement or the Transaction Documents to which it is a party, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter organizational documents or bybylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of a Current Report on Form 8-laws K and the filing of IBS or a Form D with the SEC and any of its Subsidiaries or applicable state securities filings with respect to the Merger Shares and the shares issued in the Private Placement Offering, which will be completed by Parent following the Effective Time, (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which either IBS the Parent or any of its Subsidiaries the Acquisition Subsidiary, as the case may be, is a party or by which it either is bound or to which any of its their assets is are subject, except except, in the case of clause the foregoing clauses (iib) where the violationand (c), for (i) any conflict, breach, default, acceleration, termination, modification, modification or cancellation or failure to give notice which would not reasonably be expected to have an IBS a Parent Material Adverse Effect. Other than as required under Effect and would not reasonably be expected to adversely affect the provisions consummation of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor transactions contemplated hereby or (ii) any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorizationnotice, consent or approval waiver the absence of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval which would not reasonably be expected to have an IBS a Parent Material Adverse Effect or except as set forth in Section 4(f) and would not reasonably be expected to adversely affect the consummation of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means transactions contemplated hereby, (d) result in the imposition of any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to security interest upon any state securities laws or so that a matter set forth in Section 4(f) assets of the IBS Disclosure Letter would not be reasonably expected Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to have an IBS Material Adverse Effect for purposes of this Section 4(f)the Parent or the Acquisition Subsidiary.

Noncontravention. Except as disclosed in Section 4(f) Subject to the filing of the IBS Disclosure LetterCertificates of Merger as required by applicable law, neither the execution and the delivery of this AgreementAgreement or (in the case of the Buyer and Parent) the Escrow Agreement by the Buyer, Parent or the Acquisition Subsidiary, nor the consummation by the Buyer, Parent or the Acquisition Subsidiary of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter or byBy-laws of IBS the Buyer, Parent or the Acquisition Subsidiary, (b) require on the part of the Buyer, Parent or the Acquisition Subsidiary any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than any filing, permit, authorization, consent or approval which if not obtained or made would not have a material adverse effect on the assets, business, financial condition, results of its Subsidiaries operations or future prospects of the Buyer or Parent or on the ability of the Parties to consummate the transactions contemplated by this Agreement, (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which either IBS the Buyer, Parent or any of its Subsidiaries Acquisition Subsidiary is a party or by which it either is bound or to which any of its their assets is are subject, except in the case of clause (ii) where the violation, other than any conflict, breach, default, acceleration, termination, modification, modification or cancellation which individually or failure to give notice in the aggregate would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under a material adverse effect on the provisions assets, business, financial condition, results of operations or future prospects of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, Buyer or Parent or on the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any ability of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the failure to give notice, to file Buyer or to obtain the Acquisition Subsidiary or any authorization, consent of their properties or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)assets.

Noncontravention. Except as disclosed in Section 4(f(a) of the IBS Disclosure Letter, neither Neither the execution and the delivery of this AgreementAgreement or the Ancillary Agreements by each Seller, nor the consummation by each Seller of the transactions contemplated herebyhereby or thereby, will will, directly or indirectly (with or without notice or lapse of time), (i) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter or byBy-laws or similar organizational documents of IBS either Seller or any resolution adopted by the board of its Subsidiaries directors or the stockholders of either Seller, (ii) require on the part of either Seller any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except for (A) applicable requirements, if any, of the Securities Act of 1933, as amended, and the regulations thereunder, state securities laws and the Nasdaq National Market and (B) where the failure to obtain such permits, authorizations, consents or approvals, or to make such filings, would not prevent the Sellers from performing their respective obligations under this Agreement and would not have a Material Adverse Effect or give any governmental entity the right to challenge any of the transactions contemplated by this Agreement or the Ancillary Agreements, except for any consent or approval rights of any Governmental Entity outside the United States under applicable antitrust laws which do not provide for pre-closing filing or notification or any consent or approval right under the HSR Act, (iii) 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 cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which either IBS or any of its Subsidiaries Seller is a party or by which it either Seller is bound or to which any of its the assets of either Seller is subject, except in the case of clause for (iiA) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation such breaches or failure to give notice defaults which would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS a Material Adverse Effect or except and (B) as set forth in Section 4(f) 3.10 or Section 3.18 of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means Schedule, (iv) result in the imposition of any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to Security Interest upon any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected Acquired Assets, or (v) violate any order, writ, injunction, decree, Law or Regulation applicable to have an IBS either Seller or any of its properties or assets. (b) There are no Restricted Assets as to which the failure to obtain all necessary consents and waivers for the assignment, transfer, sublease or sublicense thereof as of the Closing would, individually or in the aggregate, result in a Material Adverse Effect for purposes of this Section 4(f)Effect.

Noncontravention. (a) Except as disclosed in set forth on Section 4(f3.3(a) of the IBS Company Disclosure LetterSchedule, neither the execution and the delivery of this Agreement, Agreement or the Transaction Documents by Chesapeake Companies nor the consummation by the Chesapeake Companies of the transactions contemplated herebyTransactions, nor compliance by any Chesapeake Company with any of the terms or provisions of this Agreement or the Transaction Documents, will (i) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter or by-laws Organizational Documents of IBS or any of its Subsidiaries or Chesapeake Company, (ii) conflict (A) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Required Consents are obtained and the filings referred to in Section 3.4 are made, and the Laws and applicable requirements thereof are complied with, result in a (1) violate any Law or Order applicable to any Chesapeake Company or (2) require the permission, consent or waiver of any other person, (B) with or without notice, lapse of time or both, violate, breach of, or constitute a default underunder (1) any of the terms, conditions or provisions of any Material Contract or accelerate, require a payment under or give rise to a loss of any benefit under or any right of termination, cancellation or acceleration of any obligations under any such Material Contract, or (2) any material Permit by which any Chesapeake Company or their respective assets or properties are bound or (C) result in the acceleration ofcreation of any Lien on any properties, create in rights or assets of any party the right to accelerateChesapeake Company, terminateexcept, modify or cancel or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which either IBS or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject, except in the case of clause (iiii)(B) where the violationand (C), conflictfor such violations, breachdefaults, defaultaccelerations, accelerationrights, termination, modification, cancellation or failure to give notice losses and Liens as would not reasonably be expected to have an IBS Material Adverse Effect. Other than be material to the Chesapeake Companies, taken as required under a whole. (b) No other proceedings on the provisions part of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, Chesapeake Companies are necessary to adopt and approve this Agreement and approve the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Transactions. (c) Section 4(f3.3(a) of the IBS Company Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorizationSchedule sets forth a list of all approvals, consent or approval of a Government Entity consents, ratifications, waivers, or other third party authorizations (other than from Governmental Entities, which are set forth on Section 3.4 of the Company Disclosure Schedule) from or filing with, notice or report to any person that is required to be obtained, provided or delivered in connection with the execution or delivery of this Agreement or the consummation of the Transactions (collectively, the “Required Consents”). Except for (x) the Required Consents or (y) the items set forth on Section 3.4 of the Company Disclosure Schedule, neither Seller nor any Chesapeake Company is subject to any approval, consent, ratification, waiver, or other authorization from or filing with, notice or report to any person that is required to be obtained, provided or delivered in connection with the execution or delivery of this Agreement or the consummation of the Transactions that is required to be obtained pursuant by Seller or any Chesapeake Company which may be applicable to any state securities laws or so that a matter set forth in Section 4(f) the consummation of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)Transactions.

Noncontravention. Except as disclosed in Section 4(f) of the IBS Disclosure Letter, neither the The execution and the delivery of this Agreement, nor the other Restructuring Documents to which it or he is a party, and the consummation of the transactions contemplated herebyherein and therein, do not or will not result in: (ia) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree a conflict with or other restriction a breach of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter its certificate or articles of incorporation, by-laws of IBS laws, partnership agreement, trust agreement or any other organizational or governing document of its Subsidiaries or it, if and as applicable; (iib) conflict with, result in a breach of, constitute a default or right or cause of action under, result in the acceleration of, create in any party Person the right to accelerate, terminate, modify or cancel cancel, or require any notice to any Person under any agreement, indenture, contract, lease, license, instrument or other arrangement to which either IBS it or any of its Subsidiaries he is a party or party, by which it or he is bound or to which any of its or his assets is subject, except in the case ; or (c) a violation by it or him of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation any Law. It or failure to give notice would he is not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of its Subsidiaries needs by applicable Law or other obligation to give any notice to, make any filing with with, or obtain any authorization, consent or approval of any Government Entity Governmental Authority or other Person in order for connection with its or his execution, delivery and performance of this Agreement or the Parties other Restructuring Documents to consummate which it or he is a party or the consummation of the transactions contemplated by this Agreementherein or therein, except where for (i) such consents and approvals which are specifically described herein and which consents and approvals have been duly and properly obtained on or before the failure First Restructuring Closing, (ii) Schedule 13D filings or amendments to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party Schedule 13Ds that are required to be obtained pursuant made under the Exchange Act and the rules and regulations promulgated thereunder, (iii) any filings that are required to be made under Section 16 of the Exchange Act and the rules and regulations promulgated thereunder, (iv) the filing of a Form D, if necessary, under Regulation D promulgated under the Securities Act of 1933, as amended, and (v) any filings required to comply with state securities laws or so that a matter set forth in Section 4(f) connection with the consummation of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)transactions contemplated hereby.

Noncontravention. Except as disclosed in Section 4(f) of the IBS Disclosure Letter, neither Neither the execution and the delivery of this AgreementAgreement or any Document, nor the performance by each of CBAI and AcquisitionCo of its respective obligations hereunder or thereunder and consummation of the transactions contemplated hereby, will Transactions will: (i) violate any constitution, statute, law, regulation, rule, injunction, judgment, order, decree decree, ruling, charge, or other restriction of any Government Entity government or Governmental Authority to which IBS CBAI or any of its Subsidiaries AcquisitionCo is subject or any provision of the charter CBAI's or by-laws AcquisitionCo's articles of IBS incorporation, articles of organization, bylaws, or operating agreement, as applicable; or (ii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Permit that is held by CBAI or AcquisitionCo or that otherwise relates to the business of, or any of its Subsidiaries the assets owned or used by, CBAI or AcquisitionCo; or (iiiii) 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 materially modify, or cancel cancel, or require any notice under any agreement, contract, lease, license, instrument instrument, or other arrangement to which either IBS CBAI or any of its Subsidiaries AcquisitionCo is a party or by which it CBAI or AcquisitionCo is bound or to which any of its assets is subject, except in the case of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice such as would not reasonably be expected to have an IBS result in a CBAI Material Adverse Effect. Other than as required under the provisions Section 6(d) of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ActCBAI Disclosure Schedule lists all notices, the Delaware General Corporation Lawfilings, Nasdaqauthorizations, the Securities Exchange Act, the Securities Act consents and state securities laws, neither IBS nor any of its Subsidiaries needs approvals required to give any notice be given by CBAI or AcquisitionCo to, make made by CBAI or AcquisitionCo with, or obtained by CBAI or AcquisitionCo from, any filing with Governmental Authority or obtain any authorization, consent or approval of any Government Entity third party (other than a Party) in order for the Parties to consummate the transactions contemplated by this AgreementTransactions, except where such as relate to the failure to give notice, to file regulation of alcoholic beverages or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS result in a CBAI Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)Effect.

Noncontravention. Except as disclosed in Section 4(f) Subject to the filing of the IBS Disclosure LetterCertificate of Merger 1 and the Certificate of Merger 2 as required by the Delaware General Corporation Law, neither the execution and delivery by the delivery Buyer, Merger Sub 1 or Merger Sub 2 of this Agreement, nor the consummation by the Buyer, Merger Sub 1 or Merger Sub 2 of the transactions contemplated hereby, does or will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter or by-laws bylaws of IBS the Buyer, Merger Sub 1 or Merger Sub 2, (b) require on the part of the Buyer, Merger Sub 1 or Merger Sub 2 any of its Subsidiaries filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iic) conflict with, result in a material breach of, constitute (with or without due notice or lapse of time or both) a material default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument material contract or other arrangement instrument to which either IBS the Buyer, Merger Sub 1 or any of its Subsidiaries Merger Sub 2 is a party or by which it either is bound or to which any of its their assets is are subject, except in the case of clause for (iii) where the violation, any conflict, breach, default, acceleration, termination, modification, modification or cancellation or failure to give notice which would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under adversely affect the provisions consummation of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor transactions contemplated hereby or (ii) any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorizationnotice, consent or approval waiver the absence of any Government Entity in order for which would not adversely affect the Parties to consummate consummation of the transactions contemplated by hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Buyer, Merger Sub 1 or Merger Sub 2 or any of their properties or assets. Confidential Portions of this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to Exhibit marked as [***] have an IBS Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained been omitted pursuant to any state securities laws or so that a matter set forth in Section 4(f) of request for confidential treatment and have been filed separately with the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)Securities and Exchange Commission.

Noncontravention. (a) Except as disclosed set forth on Schedule 4.4: (i) no Seller Party is required to submit any notice, report or other filing with any Governmental Authority in Section 4(fconnection with such Seller Party’s execution, delivery or performance of this Agreement or any other Seller Transaction Document executed and delivered by it in connection herewith except, with respect to CDTi, any obligations it may have under applicable U.S. securities laws and/or stock exchange listing rules, (ii) such execution, delivery and performance will not result in a breach or violation of, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or give rise to a right of any party to accelerate, amend, modify or terminate, or require payments under, or require the IBS Disclosure Letterauthorization, neither consent or approval from any third party pursuant to any Material Contract to which Seller is a party, and (iii) no consent, approval or authorization of any Governmental Authority or any other Person is required to be obtained by a Seller Party in connection with such Seller Party’s execution, delivery and performance of this Agreement or any other Seller Transaction Document executed and delivered by such Seller Party in connection herewith, other than any such notices, reports, filings, breaches, defaults, rights, authorizations, consents, or approvals that, individually or in the aggregate, are not reasonably likely to have a material adverse effect on the ability of such Seller Party to perform any of its obligations under this Agreement. (b) The execution and the delivery by each Seller Party of this Agreement, nor Agreement and any other Seller Transaction Document executed and delivered by such Seller Party in connection herewith and the consummation by such Seller Party of the transactions contemplated hereby, hereby and thereby will not (i) conflict with or violate any constitutionthe organizational documents of such Seller Party, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter or by-laws of IBS or any of its Subsidiaries or (ii) conflict withwith or violate any Laws applicable to such Seller Party, result in a breach ofother than any such breaches or defaults that, constitute a default under, result individually or in the acceleration ofaggregate, create in any party are not reasonably likely to have a material adverse effect on the right ability of such Seller Party to accelerate, terminate, modify or cancel or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which either IBS or perform any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject, except in the case of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required material obligations under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f).

Noncontravention. Except as disclosed in Section 4(f) of the IBS Disclosure Letter, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity government, governmental agency or court to which IBS the Target or any of its Subsidiaries is subject or any provision of the charter or by-laws bylaws of IBS the Target or any of its Subsidiaries or (ii) 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 either IBS the Target or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject, except in the case of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation cancellation, or failure to give notice would not reasonably be expected have a material adverse effect on the business, financial condition or results of operations of the Target and its Subsidiaries taken as a whole or on the ability of the Parties to have an IBS Material Adverse Effectconsummate the transactions contemplated by this Agreement. Other than as required under in connection with the provisions of the Hart-Scott-Rodino Act, the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General ▇▇▇▇▇▇▇s Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and Act, state securities laws, and with regard to any required governmental or regulatory approvals or consents relating to the telecommunications industry, the laws, rules or regulations of the United States, the several states or the District of Columbia, the Commonwealth of Puerto Rico, the United States Virgin Islands and of any other jurisdiction in which such approvals or consents may be required, and any other statutes, rules or regulations set forth in Section 3(d) of the Target Disclosure Letter, neither IBS the Target nor any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect a material adverse effect on the business, financial condition or except as set forth in Section 4(f) results of operations of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent Target and its Subsidiaries taken as a whole or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) on the ability of the IBS Disclosure Letter would not be reasonably expected Parties to have an IBS Material Adverse Effect for purposes of consummate the transactions contemplated by this Section 4(f)Agreement.

Noncontravention. Except as disclosed in Section 4(f) Subject to CCA compliance with the applicable requirements of the IBS Disclosure LetterSecurities Act and any applicable state securities laws, neither the execution and the delivery of this AgreementAgreement by CCA, nor the consummation by CCA of the transactions contemplated hereby, will will: (a) conflict with or violate any provision of CCA Charter or the Operating Agreement; (b) require on the part of CCA any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) violate any constitutionthose required solely by reason of CCA’s participation in the transactions contemplated hereby, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter or by-laws of IBS or any of its Subsidiaries or (ii) those required to be made by CCA, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on CCA; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument or other arrangement to which either IBS or any contract listed in Section 2.4 of its Subsidiaries is a party or by which it is bound or to which any of its assets is subjectCCA Disclosure Schedule, except in the case of clause (ii) where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation cancellation, notice, consent or failure to give notice waiver that would not reasonably be expected to have an IBS a Material Adverse Effect. Other than as required under Effect on CCA; (d) result in the provisions imposition of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Actany Security Interest upon any assets of CCA; or (e) violate any order, the Delaware General Corporation Lawwrit, Nasdaqinjunction, the Securities Exchange Actdecree, the Securities Act and state securities lawsstatute, neither IBS nor rule or regulation applicable to CCA, any of its Subsidiaries needs properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval clauses (a) through (e) (inclusive) hereof which would not reasonably be expected to have an IBS a Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)on CCA.

Noncontravention. Except as disclosed in Section 4(f) Subject to compliance with the applicable requirements of the IBS Disclosure LetterSecurities Act and any applicable state securities laws, the Exchange Act and the filing of the Articles of Merger as required by the Texas Act, neither the execution and the delivery of this Agreement, nor the consummation by the Target or the Merger Sub of the transactions contemplated herebyhereby or thereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter Articles of Incorporation or by-laws Bylaws of IBS the Target or the Merger Sub; (b) require on the part of the Target or the Merger Sub any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than those (i) required solely by reason of its Subsidiaries the Company's participation in the transactions contemplated hereby or (ii) to be made by the Company or (iii) any filing, permit, authorization, consent or approval which, if not made or obtained, would not have a Material Adverse Effect on the Target; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which either IBS the Target or any of its Subsidiaries the Merger Sub is a party or by which it either is bound or to which any of its their assets is are subject, except in the case of clause (ii) where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation cancellation, notice, consent or failure to give notice waiver that would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS a Material Adverse Effect on the Target or except as set forth the Merger Sub; (d) result in Section 4(f) the imposition of any Security Interest upon any assets of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means Target or the Merger Sub; or (e) violate any authorizationorder, consent writ, injunction, decree, statute, rule or approval regulation applicable to the Target or the Merger Sub or any of a Government Entity their properties or other third party required to be obtained pursuant to assets, except for any state securities laws or so violation that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS a Material Adverse Effect for purposes of this Section 4(f)on the Target or the Merger Sub.

Noncontravention. Except as disclosed in Section 4(f) Subject to the filing of the IBS Disclosure LetterArticles of Merger as required by the BCA, neither the execution and delivery by the delivery Parent, the Acquisition Subsidiary or Leaseco, as the case may be, of this AgreementAgreement or the Transaction Documentation, nor the consummation by the Parent, the Acquisition Subsidiary or Leaseco, as the case may be, of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter certificate of incorporation or by-laws bylaws of IBS the Parent, the Acquisition Subsidiary or Leaseco, as the case may be, (b) require on the part of the Parent, the Acquisition Subsidiary or Leaseco, as the case may be, any of its Subsidiaries filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which either IBS the Parent, the Acquisition Subsidiary or any of its Subsidiaries Leaseco, as the case may be, is a party or by which it either is bound or to which any of its their assets is are subject, except in the case of clause for (iii) where the violation, any conflict, breach, default, acceleration, termination, modification, modification or cancellation or failure to give notice which would not reasonably be expected to have an IBS a Parent Material Adverse Effect. Other than as required under Effect and would not adversely affect the provisions consummation of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor transactions contemplated hereby or (ii) any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorizationnotice, consent or approval waiver the absence of any Government Entity in order for which would not have a Parent Material Adverse Effect and would not adversely affect the Parties to consummate consummation of the transactions contemplated by this Agreementhereby, except where (d) result in the failure to give notice, to file or to obtain imposition of any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) Security Interest upon any assets of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means Parent or the Acquisition Subsidiary or (e) violate any authorizationorder, consent writ, injunction, decree, statute, rule or approval regulation applicable to the Parent, the Acquisition Subsidiary or Leaseco or any of a Government Entity their properties or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)assets.

Noncontravention. Except as disclosed in Section 4(f) of the IBS Disclosure Letter, neither Neither the execution and the delivery of this AgreementAgreement or the other Transaction Documents to which the Purchaser is a party, nor the consummation of the transactions contemplated herebyhereby or thereby, will (i) violate any constitution, statute, regulationregulation or rule of any Authority to which the Purchaser is subject (except for violations which would not have a Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated hereby), rule, (ii) violate any injunction, judgment, order, decree or other restriction ruling of any Government Entity Authority to which IBS or any of its Subsidiaries the Purchaser is subject or any provision of its Charter or bylaws or other organizational document, as the charter or by-laws of IBS or any of its Subsidiaries case may be, or (iiiii) except as set forth in Section 4(c) of the Disclosure Schedule 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 cancel, or require any notice under any agreement, contract, lease, license, license or instrument or other arrangement to which either IBS or any of its Subsidiaries the Purchaser is a party or by which it is bound or to which any of its assets is subject, except . Except as disclosed in the case of clause (iiSection 4(c) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ActDisclosure Schedule, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of its Subsidiaries needs to Purchaser is not required give any notice to, make any filing with with, or obtain any authorization, consent or approval of any Government Entity Authority in order for the Parties it to consummate the transactions contemplated by this AgreementAgreement or the other Transaction Documents to which it is a party. Notwithstanding the foregoing, except where in order to purchase the failure Shares herein, the Purchaser and the Sellers must comply with the applicable waiting period subsequent to give notice, the filing of their respective Hart-Scott-Rodino Pre-merger ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇s. With respect to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth such disclosures listed in Section 4(f4(c) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorizationSchedule, consent the Purchaser shall, prior to the Closing Date, perform all acts necessary to consummate the transactions contemplated by this Agreement or approval of the other Transaction Documents to which Purchaser is a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)party.

Noncontravention. Except as disclosed in Section 4(f) of the IBS Disclosure Letter, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will Assuming (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter or by-laws of IBS or any of its Subsidiaries or (ii) 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 either IBS or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject, except in the case of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice would not reasonably be expected to have an IBS Material Adverse Effect. Other than as filings required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act are made and the waiting period thereunder has been terminated or has expired, (ii) the applicable requirements of the NMS have been met, (iii) the prior notification and reporting requirements of the European Community pursuant to Council Regulation 4064/89, as amended (the "EU Competition Laws"), as well as any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are complied with or made and the waiting period thereunder has been terminated or has expired and the necessary approvals, if any, have been obtained, (iv) the requirements of the Securities Act relating to the S-4 Registration Statement and the requirements of the Exchange Act relating to the proxy statement required in connection with the Company Special Meeting have been met, (v) the filing of the Articles of Merger and other appropriate merger documents, if any, as required by the Colorado Business Corporation Act, are made and (vi) the Company Shareholder Approval has been obtained in accordance with the Colorado Business Corporation Act, the Delaware General Corporation Lawexecution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not: (A) violate or conflict with any provision of the Company's Articles of Incorporation or Bylaws; (B) violate or conflict with any statute, Nasdaqordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor Company or any of its Subsidiaries needs to give or by which any notice to, make of their respective properties or assets may be bound; (C) require any filing with by the Company or obtain any authorizationof its Subsidiaries with, or the obtaining by the Company or any of its Subsidiaries of any permit, consent or approval of, or the giving of any Government Entity notice by the Company or any of its Subsidiaries to, any governmental or regulatory body, agency or authority; or (D) result in order for a violation or breach of, conflict with or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under, or result in the Parties creation of any Security Interest upon any of the properties or assets of the Company or any of its Subsidiaries under, or give rise to consummate any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the transactions contemplated terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, contract, lease, franchise agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by this Agreementwhich any such Person or any of its properties or assets are bound (other than the actions taken with respect to the Company Stock Options and the Warrants pursuant to Section 5.17), except in all such cases where the violation, breach, default or failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS a Material Adverse Effect on the Company or except as set forth in Section 4(f) would not impair or materially delay the ability of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or Company to consummate the Merger and the other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of transactions contemplated by this Section 4(f)Agreement.

Noncontravention. Except as disclosed in Section 4(f) Subject to the filing of the IBS Disclosure LetterArticles of Merger as required by the Florida Act and the South Carolina Act, neither the execution and delivery by the delivery Purchaser or the Acquisition Subsidiary, as the case may be, of this AgreementAgreement or the Transaction Documents, nor the consummation by the Purchaser or the Acquisition Subsidiary, as the case may be, of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter organizational documents or by-laws bylaws of IBS the Purchaser or the operating agreement of the Acquisition Subsidiary, as the case may be, (b) require on the part of the Purchaser or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which either IBS the Purchaser or any of its Subsidiaries the Acquisition Subsidiary, as the case may be, is a party or by which it either is bound or to which any of its their assets is are subject, except in the case of clause for (iii) where the violation, any conflict, breach, default, acceleration, termination, modification, modification or cancellation or failure to give notice which would not reasonably be expected to have an IBS a Purchaser Material Adverse Effect. Other than Effect (as required under defined below) and would not reasonably be expected to adversely affect the provisions consummation of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor transactions contemplated hereby or (ii) any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorizationnotice, consent or approval waiver the absence of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval which would not reasonably be expected to have an IBS a Purchaser Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Purchaser or the Acquisition Subsidiary except as set forth on Schedule 4.3 in Section 4(fconnection with the Seventh Amendment to the Loan and Security Agreement dated November __, 2019, between the Purchaser and ACF or (e) violate any Laws applicable to the Purchaser or the Acquisition Subsidiary or any of their properties or assets. “Purchaser Material Adverse Effect” means a material adverse effect on the assets, business, financial condition, or results of operations of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)Purchaser.

Noncontravention. Except as disclosed in Section 4(f) Subject to the filing of the IBS Disclosure LetterArticles of Merger as required by the BCA, neither the execution and delivery by the delivery Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, of this AgreementAgreement or the Transaction Documentation, nor the consummation by the Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter certificate of incorporation or bybylaws of the Parent, the Acquisition Subsidiary or Split-laws Off Subsidiary, as the case may be, (b) require on the part of IBS the Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, any of its Subsidiaries filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which either IBS the Parent, the Acquisition Subsidiary or any of its Subsidiaries Split-Off Subsidiary, as the case may be, is a party or by which it either is bound or to which any of its their assets is are subject, except in the case of clause for (iii) where the violation, any conflict, breach, default, acceleration, termination, modification, modification or cancellation or failure to give notice which would not reasonably be expected to have an IBS a Parent Material Adverse Effect. Other than as required under Effect and would not adversely affect the provisions consummation of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor transactions contemplated hereby or (ii) any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorizationnotice, consent or approval waiver the absence of any Government Entity in order for which would not have a Parent Material Adverse Effect and would not adversely affect the Parties to consummate consummation of the transactions contemplated by this Agreementhereby, except where (d) result in the failure to give notice, to file or to obtain imposition of any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) Security Interest upon any assets of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means Parent or the Acquisition Subsidiary or (e) violate any authorizationorder, consent writ, injunction, decree, statute, rule or approval regulation applicable to the Parent, the Acquisition Subsidiary or Split-Off Subsidiary or any of a Government Entity their properties or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)assets.

Noncontravention. Except as disclosed in Section 4(f) of the IBS Disclosure Letter, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitutionprovision of the certificate of incorporation or bylaws (or similar governing document) of Buyer, statute(ii) assuming compliance by Seller with Section 3.03, regulation, rule, injunction, judgment, order, decree violate any Law or other restriction of any Government Entity Governmental Authority to which IBS or any of its Subsidiaries Buyer is subject or any provision of the charter or by-laws of IBS or any of its Subsidiaries or (iiiii) conflict with, result in a breach of, constitute a default under, under or 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 contract to which either IBS or any of its Subsidiaries Buyer is a party or by which it is bound or to which any of its assets is subjectare bound except, except in the case of clause clauses (ii) and (iii), where the violation, conflict, breach, defaultdefault or acceleration would not interfere in any material respect with Buyer’s performance under this Agreement, accelerationthe other agreements contemplated hereby or the consummation of the transactions contemplated hereby or thereby. Except for compliance with the HSR Act, terminationif required, modificationand the filings and receipt, cancellation termination or expiration, as applicable, of such other approvals or waiting periods required under any other applicable merger control or similar foreign antitrust and competition Law, the execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated by this Agreement do not require, to the Knowledge of Buyer, any consent, approval, order or authorization of, registration, declaration or filing with, or notice to any Governmental Authority, except for any consent, approval, order, authorization, registration, declaration, filing or notice the failure of which to give notice obtain, individually or in the aggregate, would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required result in material liability or interfere in any material respect with Buyer’s performance under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Actthis Agreement, the Delaware General Corporation Law, Nasdaq, other agreements contemplated hereby or the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any consummation of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file hereby or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)thereby.

Noncontravention. (a) Except as disclosed in Section 4(f) for the applicable requirements of the IBS Disclosure LetterHSR Act (including the HSR Filing), and with respect to the ESOP, the applicable requirements of Section 8.6.4, neither the execution and the delivery of this Agreement, Agreement or any Seller Ancillary Agreement nor the consummation by such Seller Party of the transactions contemplated herebyhereby or thereby, will nor compliance by such Seller Party with any of the provisions hereof or thereof, will: (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction in the case of any Government Entity to which IBS Seller Party that is not a natural Person, conflict with or any of its Subsidiaries is subject or any provision of the charter or by-laws of IBS or any of its Subsidiaries or (ii) conflict with, result in a breach of any provisions of the Organizational Documents of the Seller; (ii) violate or result in a violation of, or constitute a default underunder (whether after the giving of notice, lapse of time or both) any provision of any Law or Order applicable to such Seller Party or by which any properties or assets owned or used by the Seller Party are bound; (iii) result in the acceleration ofcreation of any Lien (other than a Permitted Lien) on any property, create in asset or right of any party the right Acquired Company pursuant to accelerate, terminate, modify or cancel or require any notice under any agreement, contract, lease, license, instrument or other arrangement Contract to which either IBS or any of its Subsidiaries such Seller Party is a party or by which it is such Seller Party’s properties, assets or rights are bound or (iv) violate, conflict with, breach or result in a breach or default (whether after the giving of notice, lapse of time or both) under, give rise to a right of termination, modification or acceleration of any provision of, or require the offering or making of any payment or redemption under, require any notice or approval under, or otherwise adversely affect any rights of such Seller Party under, any Contract to which such Seller Party is a party or by which any of its such Seller Party’s assets is subject, or properties are bound; except in each case to the case of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice extent that any such occurrence would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under materially delay or impair the provisions ability of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties such Seller Party to consummate the transactions contemplated by this Agreement, except where . (b) Except for the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) applicable requirements of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means HSR Act (including the HSR Filing), no consent, approval, authorization or permit of, or filing with or notification to, any authorization, consent or approval of a Government Entity or other third party Governmental Authority is required to be obtained pursuant to or made by such Seller Party in connection with: (i) the execution, delivery and performance by such Seller Party of this Agreement or any state securities laws Seller Ancillary Agreement; or so that a matter set forth in Section 4(f(ii) the compliance by such Seller Party with any of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes provisions hereof or thereof or the consummation by such Seller Party of this Section 4(f)the transactions contemplated hereby or thereby.

Noncontravention. Except as disclosed in Section 4(f) of the IBS Disclosure Letter, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree decree, ruling, charge, or other restriction of any Government Entity government, governmental agency, or court to which IBS Avenue or any of its Subsidiaries Merger Sub is subject subject, or any provision of the charter their respective certificates of incorporation, or by-laws of IBS or any of its Subsidiaries or (ii) 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 modify, or cancel cancel, or require any notice under any agreement, contract, lease, license, instrument instrument, or other arrangement to which either IBS Avenue or any of its Subsidiaries Merger Sub is a party or by which it either of them is bound or to which any of its their respective assets is are subject, except in the case of clause each of clauses (i) and (ii) where ), such as could not, individually or in the violationaggregate, conflict, breach, default, acceleration, termination, modification, cancellation have or failure to give notice would not reasonably be expected to have an IBS result in a Material Adverse Effect. Other than as Neither Avenue nor Merger Sub is required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of its Subsidiaries needs to give any notice to, make any filing with with, or obtain any authorization, consent consent, or approval of any Government Entity Governmental Body in order for the Parties to consummate the transactions contemplated by this Agreement, except where other than (i) in the failure to give noticecase of Merger Sub, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) the filing of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means Delaware Certificate of Merger, (ii) in the case of Avenue (A) any authorization, consent or approval of a Government Entity or other third party filings required to be obtained pursuant to any by state securities laws or so that and (B) the filing by Avenue, if required, of a matter set forth in Section 4(f) Notice of a Sale of Securities on Form D with the SEC under Regulation D of the IBS Disclosure Letter would not be reasonably expected Securities Act or (iii) in the case of Avenue and Merger Sub, filings that have been made or obtained prior to have an IBS Material Adverse Effect for purposes or contemporaneously with the date of this Section 4(f)Agreement.

Noncontravention. Except as disclosed in Section 4(f) of Subject to compliance with the IBS Disclosure Letter, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter or by-laws of IBS or any of its Subsidiaries or (ii) 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 either IBS or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject, except in the case of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under the provisions applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, neither the Delaware General Corporation Lawexecution and delivery of this Agreement by either the Parent or the Buyer, Nasdaqnor the consummation by either the Parent or the Buyer of the transactions contemplated hereby, will (a) conflict with or violate any provision of the Securities Exchange Actcharter or by-laws of the Buyer, (b) conflict with or violate any provision of the Securities Act and state securities lawslimited partnership certificate or limited partnership agreement of the Parent, neither IBS nor any (c) require on the part of its Subsidiaries needs to give any notice to, make either the Parent or the Buyer any filing with with, or obtain any permit, authorization, consent or approval of of, any Government Entity in order for the Parties to consummate the transactions contemplated by this AgreementGovernmental Entity, except where the failure to give noticeother than any filing, to file or to obtain any permit, authorization, consent or approval which if not obtained or made would not reasonably be expected to have an IBS a Material Adverse Effect on the Buyer or except as set forth Parent, (d) conflict with, result in Section 4(fbreach of, constitute (with or without due notice or lapse of time or both) of a default under, result in the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means acceleration of, create in any authorizationparty any right to accelerate, terminate, modify or cancel, or require any notice, consent or approval waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of a Government Entity indebtedness, Security Interest or other third arrangement to which either the Parent or the Buyer is a party required or by which either the Parent or the Buyer is bound or to be obtained pursuant which any of its assets are subject, other than any conflict, breach, default, acceleration, right to any state securities laws accelerate, termination, modification, cancellation, notice, consent or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter waiver which would not reasonably be reasonably expected to have an IBS a Material Adverse Effect for purposes on the Buyer or the Parent, or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to either the Parent or the Buyer or any of this Section 4(f)its properties or assets, other than any violation which would not reasonably be expected to have a Material Adverse Effect on the Parent or the Buyer.

Noncontravention. Except as disclosed in Section 4(f) To the Knowledge of the IBS Disclosure LetterBuyer, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree decree, ruling, charge or other restriction of any Government Governmental Entity to which IBS either Buyer is or any of its Subsidiaries is Transitory Subsidiary will be, subject or any provision of the charter or by-laws of IBS or any of its Subsidiaries or (ii) 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 cancel, or require any notice of consent under any agreement, contract, lease, license, instrument or other arrangement to which either IBS Buyer is, or any of its Subsidiaries is Transitory Subsidiary will be, a party or by which it is they are or will be bound or to which any of its their assets is subjectare or will be subject (or result in the imposition of any Lien upon any of their assets), except in the case of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation or cancellation, failure to give notice or Lien would not reasonably be expected to have an IBS a Material Adverse Effect. Other Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any provision of the articles of organization, operating agreement, charter or bylaws of Buyer or Transitory Subsidiary. To the Knowledge of Buyer and other than as required under in connection with (i) the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Alabama Business Corporation Law, NasdaqAct the Securities Act, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any (ii) the necessary notices to and consents and approvals, if any, of its Subsidiaries needs the FCC, and (iii) the necessary notices to and consents and approval if any, of state public utility commissions or similar state regulatory bodies pursuant to applicable state laws regulating the telephone, commercial mobile radio service or other telecommunications business, Buyer is not, and Transitory Subsidiary will not be, required to give any notice to, make any filing file with or obtain any authorization, consent or approval of any Government Governmental Entity in order for the Parties Buyer to consummate the transactions contemplated by perform its obligations under this Agreement, Agreement except where the failure to give such notice, to file or to obtain any such authorization, consent or approval would not reasonably be expected to have an IBS a Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f).Effect

Noncontravention. Except as disclosed in Section 4(f) Subject to the filing of the IBS Disclosure LetterCertificate of Merger as required by the Delaware Act, neither the execution and delivery by the delivery Parent or the Acquisition Subsidiary, as the case may be, of this AgreementAgreement or the Transaction Documentation, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter organizational documents or by-laws bylaws of IBS the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries filing with, or permit, authorization, consent or approval of, any Governmental Entity other than required notification to the Financial Industry Regulatory Authority (ii“FINRA”), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which either IBS the Parent or any of its Subsidiaries the Acquisition Subsidiary, as the case may be, is a party or by which it either is bound or to which any of its their assets is are subject, except in the case of clause for (iii) where the violation, any conflict, breach, default, acceleration, termination, modification, modification or cancellation or failure to give notice which would not reasonably be expected to have an IBS a Parent Material Adverse Effect. Other than as required under Effect and would not reasonably be expected to adversely affect the provisions consummation of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor transactions contemplated hereby or (ii) any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorizationnotice, consent or approval waiver the absence of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval which would not reasonably be expected to have an IBS a Parent Material Adverse Effect or except as set forth in Section 4(f) and would not reasonably be expected to adversely affect the consummation of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means transactions contemplated hereby, (d) result in the imposition of any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to Security Interest upon any state securities laws or so that a matter set forth in Section 4(f) assets of the IBS Disclosure Letter would not be reasonably expected Parent or the Acquisition Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to have an IBS Material Adverse Effect for purposes the Parent or the Acquisition Subsidiary or any of this Section 4(f)their properties or assets.

Noncontravention. Except as disclosed in Section 4(f) Subject to the receipt of Stockholder Approval, the timely mailing of the IBS Disclosure Letternotice of dissenters’ rights to the Company’s stockholders and the filing of the Certificate of Merger as required by the DGCL, neither the execution and delivery by the delivery Company of this Agreement, nor the consummation by the Company of the transactions contemplated hereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter certificate of incorporation or by-laws bylaws of IBS the Company, as amended to date, (b) require on the part of the Company any filing with, or any of permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a “Governmental Entity”), except for such permits, authorizations, consents and approvals for which the Company is obligated to use its Subsidiaries or Reasonable Best Efforts to obtain pursuant to Section 4.2(a), (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party Party the right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which either IBS or any of its Subsidiaries the Company is a party or by which it the Company is bound or to which any of its their assets is subject, except in the case of clause for (iii) where the violation, any conflict, breach, default, acceleration, termination, modification, modification or cancellation in any contract or failure to give notice would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under the provisions instrument set forth in Schedule 2.4 of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ActDisclosure Schedule, for which the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of Company is obligated to use its Subsidiaries needs Reasonable Best Efforts to give any notice to, make any filing with or obtain any authorizationwaiver, consent or approval pursuant to Section 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modification or cancellation which would not have a Company Material Adverse Effect and would not adversely affect the consummation of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give hereby or (iii) any notice, to file or to obtain any authorization, consent or approval waiver the absence of which would not reasonably be expected to have an IBS a Company Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Company or except (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets. For purposes of this Agreement: “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business (as set forth in Section 4(fdefined below) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" Company and not material to the Company; and “Ordinary Course of Business” means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) the ordinary course of the IBS Disclosure Letter would not be reasonably expected Company’s business, consistent with past custom and practice (including with respect to have an IBS Material Adverse Effect for purposes of this Section 4(ffrequency and amount).

Noncontravention. Except as disclosed in Section 4(f) of the IBS Disclosure Letter, neither the The execution and the delivery of this Agreement, nor Agreement and the consummation of the transactions contemplated herebyhereby and compliance with the provisions of this Agreement do not and will not conflict with, will or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of UPC or the Parent under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction the articles of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter organization or by-laws or similar organizational documents of IBS UPC or the Parent or the certificate of incorporation or by-laws or similar organizational documents of any of its Subsidiaries or subsidiaries (including Merger Sub), (ii) conflict withany Contract applicable to UPC, result in a breach of, constitute a default under, result Parent or Merger Sub or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the acceleration offollowing sentence, create any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in any party the right each case applicable to accelerateUPC, terminateParent or Merger Sub or their respective properties or assets, modify or cancel or require any notice under any agreementother than, contract, lease, license, instrument or other arrangement to which either IBS or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject, except in the case of clause clauses (ii) where and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually and in the violationaggregate, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice would not reasonably be expected to have an IBS Material Adverse Effecta material adverse effect. Other than as No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required under by or with respect to UPC, Parent or Merger Sub in connection with the execution and delivery of this Agreement by UPC, Parent and Merger Sub and the execution and delivery of the Shareholders Agreement by UPC, Parent or the consummation by UPC, Parent and Merger Sub of the transactions contemplated hereby and thereby or the compliance with the provisions of this Agreement and the ▇▇▇▇Shareholders Agreement, except for (1) the filing of a premerger notification and report form under the HSR Act or any other applicable competition, merger control, antitrust or similar law or regulation, (2) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (3) UPC Approval, (4) the conditions precedent identified in Clauses 6.2(f) and (g) herein, (5) with respect to the Austrian merger control proceedings: legal validity of a decree by the Cartel Court Vienna that the Merger is not subject to a pre-▇▇▇▇▇-▇▇▇▇▇▇ Act, merger filing requirement; legal validity of a decree pursuant to which within the Delaware General Corporation Law, Nasdaq, legally provided time period no examination of the Securities Exchange Act, contemplated Merger has been requested; or legal validity of a decree consenting to the Securities Act and state securities laws, neither IBS nor any Merger at conditions which are acceptable to all parties to this Agreement (6) with respect to the German merger control proceedings: the issue (or deemed issue) of its Subsidiaries needs to give any notice to, make any filing with the approval or obtain any authorizationother necessary confirmation, consent or approval clearance to the Merger by the German Federal Cartel Office (Bundeskartellamt) for each of any Government Entity in order for the Parties parties having been obtained on terms reasonably satisfactory to consummate the transactions contemplated by this Agreementparties and (7) such other consents, except where approvals, orders, authorizations, registrations, declarations and filings the failure of which to give noticebe obtained or made, to file or to obtain any authorizationindividually and in the aggregate, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)material adverse effect.

Noncontravention. Except as disclosed in Section 4(f) Subject to receipt of Apex Holdings Shareholder Approval, compliance with the applicable requirements of the IBS Disclosure LetterSecurities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the State of Nevada, neither the execution and the delivery of this AgreementAgreement by Apex Holdings, nor the consummation by Apex Holdings of the transactions contemplated hereby, will will: (a) conflict with or violate any provision of Apex Holdings Charter or the Bylaws; (b) require on the part of Apex Holdings any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) violate any constitutionthose required solely by reason of Apex Holdings’s participation in the transactions contemplated hereby, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter or by-laws of IBS or any of its Subsidiaries or (ii) those required to be made by Apex Holdings, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on Apex Holdings; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument or other arrangement to which either IBS or any contract listed in Section 2.4 of its Subsidiaries is a party or by which it is bound or to which any of its assets is subjectApex Holdings Disclosure Schedule, except in the case of clause (ii) where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation cancellation, notice, consent or failure to give notice waiver that would not reasonably be expected to have an IBS a Material Adverse Effect. Other than as required under Effect on Apex Holdings; (d) result in the provisions imposition of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Actany Security Interest upon any assets of Apex Holdings; or (e) violate any order, the Delaware General Corporation Lawwrit, Nasdaqinjunction, the Securities Exchange Actdecree, the Securities Act and state securities lawsstatute, neither IBS nor rule or regulation applicable to Apex Holdings, any of its Subsidiaries needs properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval clauses (a) through (e) (inclusive) hereof which would not reasonably be expected to have an IBS a Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)on Apex Holdings.

Noncontravention. Except as disclosed in Section 4(f) Subject to the filing of the IBS Disclosure LetterCertificates of Merger as required by applicable law, neither the execution and the delivery of this AgreementAgreement or (in the case of Parent) the Escrow Agreement by Parent or the Acquisition Subsidiary, nor the consummation by Parent or the Acquisition Subsidiary of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter or byBy-laws of IBS Parent or the Acquisition Subsidiary, (b) require on the part of Parent or the Acquisition Subsidiary any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than any filing, permit, authorization, consent or approval which if not obtained or made would not have a material adverse effect on the assets, business, financial condition or results of its Subsidiaries operations of Parent or on the ability of the Parties to consummate the transactions contemplated by this Agreement, (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which either IBS Parent or any of its Subsidiaries Acquisition Subsidiary is a party or by which it either is bound or to which any of its their assets is are subject, except in the case of clause (ii) where the violation, other than any conflict, breach, default, acceleration, termination, modification, modification or cancellation which individually or failure to give notice in the aggregate would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under a material adverse effect on the provisions assets, business, financial condition, results of operations or future prospects of Parent or on the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any ability of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the failure to give notice, to file Buyer or to obtain the Acquisition Subsidiary or any authorization, consent of their properties or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)assets.

Noncontravention. Except as disclosed in Section 4(f) Subject to compliance with the applicable requirements of the IBS Disclosure LetterSecurities Act and any applicable state securities laws, the Exchange Act, and to the filing or other regulatory requirements, if any, of any other applicable U.S. or foreign regulatory body and the filing of the Certificate of Merger as required by the Delaware General Corporation Law, neither the execution and delivery by the delivery Buyer or the Transitory Subsidiary of this Agreement or (in the case of the Buyer) the Escrow Agreement, nor the performance by the Buyer or the Transitory Subsidiary of their respective obligations hereunder or thereunder, nor the consummation by the Buyer or the Transitory Subsidiary of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter or byBy-laws of IBS the Buyer or the Transitory Subsidiary, (b) require on the part of the Buyer or the Transitory Subsidiary any of its Subsidiaries filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement agreement to which either IBS the Buyer or any of its Subsidiaries the Transitory Subsidiary is a party or by which it either is bound or to which any of its their assets is are subject, except in the case of clause for (iii) where the violation, any conflict, breach, default, acceleration, termination, modification, modification or cancellation or failure to give notice which would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under adversely affect the provisions consummation of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor transactions contemplated hereby or (ii) any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorizationnotice, consent or approval waiver the absence of any Government Entity in order for which would not adversely affect the Parties to consummate consummation of the transactions contemplated by this Agreementhereby, except where or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the failure to give notice, to file Buyer or to obtain the Transitory Subsidiary or any authorization, consent of their properties or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f).assets

Noncontravention. Except as disclosed in Section 4(f) None of the IBS Disclosure Letter, neither the execution and the delivery of this AgreementAgreement by the Company, nor the or consummation of the transactions contemplated hereby, after giving effect to the Reorganization Plan, (a) will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter or charter, by-laws or similar organizational documents of IBS the Company, except to the extent duly authorized by the Bankruptcy Court pursuant to the Reorganization Plan or the Confirmation Order; (b) except for the applicable requirements (except to the extent such requirements are rendered inapplicable by operation of the Bankruptcy Code) of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any applicable state and foreign securities laws, various Environmental Laws and the HSR Act and other than approval by the Bankruptcy Court of the Reorganization Plan, will require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity for the operation of, following the Closing Date, the business of its Subsidiaries the Company as currently conducted, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not individually or in the aggregate have a Company Material Adverse Effect; or (iic) conflict withviolate, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Lien or other arrangement material arrangement, to which either IBS or any of its Subsidiaries the Company is a party or by which it the Company is bound or to which any of its material assets is subjectsubject or any judgment, except order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, other than such conflicts, violations, breaches, defaults, accelerations, terminations, modifications, cancellations or notices, consents or waivers as would not individually or in the case of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice would not reasonably be expected to aggregate have an IBS a Company Material Adverse Effect. Other than as required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f).

Noncontravention. Except as disclosed in Section 4(f) for the applicable requirements of the IBS Disclosure LetterSecurities Exchange Act of 1934, neither as amended (the execution "Exchange Act"), any applicable state and the delivery of this Agreementforeign securities laws, nor the consummation of the transactions contemplated herebyand if applicable, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter or by-laws of IBS or any of its Subsidiaries or (ii) 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 either IBS or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject, except in the case of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the Bankruptcy Code, the Delaware General Corporation LawConfirmation Order and the Amended Plan, Nasdaqnone of the execution and delivery of this Agreement by the Debtor, and the Securities Exchange Actexecution and filingwith the Bankruptcy Court of the Amended Plan by the Debtor or the consummation of thetransactions contemplated hereby or thereby will (a) conflict with or violate any provision of the respective charters or by-laws of the Debtor and its Subsidiaries; (b) except as disclosed in Section 2.14(d) of the Debtor Disclosure Schedule, require on the Securities Act and state securities laws, neither IBS nor part of the Debtor or any of its Subsidiaries needs to give any notice to, make any filing with with, or obtain any permit, authorization, consent or approval of of, any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreementcourt, except arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity"), other than where the failure to give noticemake or obtain such filings, to file permits, authorizations, consents or to obtain any authorization, consent or approval would approvals could not reasonably be expected to have an IBS have, individually or in the aggregate, a Debtor Material Adverse Effect or materially adversely affect the ability of the Surviving Corporation to operate the business of the Debtor or any of its Subsidiaries following the Effective Time; (c) except for the Required Waivers and Consents (as defined in Section 5.2(d)) and except as set forth in Section 4(f2.13(b) of the IBS Debtor Disclosure LetterSchedule, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any post-petition contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below in this Section 2.3) or other arrangement to which Debtor or any of its Subsidiaries is a party or by which the Debtor or any of its Subsidiaries is bound or to which any of their respective assets is subject or any judgment, order, writ, injunction, decree, statute, rule or regulation applicable to the Debtor or any of its Subsidiaries or any of their respective properties or assets, other than such conflicts, violations, breaches, defaults, accelerations,terminations, modifications, cancellations or notices, consents or waivers that could not reasonably be expected to have, individually or in the aggregate, a Debtor Material Adverse Effect; or (d) result in the imposition of any Security Interest upon any assets of the Debtor or any of its Subsidiaries. For purposes of this Agreement, the term "REQUIRED IBS CONSENTSSecurity Interest" means any authorizationmortgage, consent or approval of a Government Entity pledge, security interest, encumbrance, charge or other third party required lien (whether arising by contract or by operation of law), other than liens arising in the ordinary course of business consistent with the Debtor and its Subsidiaries'past custom and practice, including with respect to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) frequency and amount (the "Ordinary Course of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(fBusiness").. -6- 2.4

Noncontravention. Except as disclosed in Section 4(f) The execution, delivery and performance by Seller of the IBS Disclosure Letter, neither the execution this Agreement and the delivery of this Agreement, nor other Transaction Documents to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby do not and will not, will assuming compliance with the matters referred to in Section 3.03 and completion of the Deferred Closing Actions, Cash Repatriation Plan and Carve Out Plan, (i) violate the certificate of incorporation or bylaws of Seller, any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS Asset Selling Subsidiary or any of its Subsidiaries is subject or any provision of the charter or by-laws of IBS or any of its Subsidiaries or Transferred Subsidiary, (ii) conflict withviolate any Applicable Law, result in a breach of(iii) 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 of any right or obligation of Seller or any Asset Selling Subsidiary or to a loss of any benefit to which Seller, any Asset Selling Subsidiary or any Transferred Subsidiary is entitled under any Material Contract, (iv) result in the acceleration ofcreation or imposition of any Lien on any Transferred Asset or on any asset of any Transferred Subsidiary, create in except for any party the right to acceleratePermitted Liens, terminate, modify or cancel or (v) require any notice consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Seller or any Asset Selling Subsidiary or to a loss of any benefit to which Seller, any Asset Selling Subsidiary or any Transferred Subsidiary is entitled under any agreement, contract, lease, license, instrument provision of any agreement or other arrangement to which either IBS instrument binding upon Seller, any Asset Selling Subsidiary or any Transferred Subsidiary (other than any Material Contract), with such exceptions (A), in the case of its Subsidiaries is each of clauses (ii) through (iv), as would not, individually or in the aggregate, result in a party or by which it is bound or to which any of its assets is subjectMaterial Liability, except (B), in the case of clause (iiv), as would not individually result in a Material Liability, and (C), in the case of clauses (i) where the violationthrough (v), conflictas would not prevent or materially delay, breach, default, acceleration, termination, modification, cancellation or failure to give notice would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Actprevent or materially delay, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure Agreement or any other Transaction Document to give notice, to file which Seller or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of its Affiliates is a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)party.

Noncontravention. Except as disclosed in Section 4(f) Assuming receipt of the IBS HSR Approval and the Governmental Authorizations set forth on Exhibit D, except as set forth on Schedule 3D of the Company Disclosure Letter, neither the execution execution, delivery and performance of this Agreement by Seller do not, and the delivery of this Agreement, nor the consummation by Seller of the transactions contemplated herebyhereby will not, will (i) contravene or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter or by-laws Organizational Documents of IBS or any of its Subsidiaries Seller, or (ii) conflict with, result in constitute a breach material default of, constitute a default under, result in the acceleration of, create in give any third party the right to accelerate, terminate, modify or cancel accelerate any obligation under, or require any notice under any agreementauthorization, contractconsent, leaseapproval, license, instrument exemption or other arrangement action by, or notice to, any Governmental Entity as a result of, any Order to which either IBS Seller, is subject, except, with respect to the foregoing clause (ii) as would not, individually or in the aggregate, be material. 3E. Title. Seller owns, beneficially and of record, each Seller Interest free and clear of all Liens other than those arising pursuant to this Agreement and applicable securities Laws. All of the Seller Interests have been duly authorized and validly issued pursuant to the Company’s Organizational Documents. Seller hereby represents and warrants as of the Original Agreement Date that, except as set forth on Schedule 3E of the Company Disclosure Letter, (i) there are no outstanding options, warrants or other rights to purchase or otherwise acquire any equity interests of the Company or its Subsidiaries or obligations of any kind convertible into or exchangeable for any equity interests of the Company or its Subsidiaries, (ii) there are no outstanding contractual obligations of the Company or its Subsidiaries to repurchase, redeem or otherwise acquire any equity securities of the Company or its Subsidiaries and (iii) there are no voting trusts, limited liability company agreements, proxies or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting or by which it is bound transfer of any of the equity interests of the Company or to which any of its assets is subjectSubsidiaries. Seller hereby represents and warrants as of the Closing Date, except in should the case Closing occur, that (i) there are no outstanding options, warrants or other rights to purchase or otherwise acquire any equity interests of clause the Company or its Subsidiaries or obligations of any kind convertible into or exchangeable for any equity interests of the Company or its Subsidiaries, (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under the provisions there are no outstanding contractual obligations of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ActCompany or its Subsidiaries to repurchase, redeem or otherwise acquire any equity securities of the Delaware General Corporation LawCompany or its Subsidiaries and (iii) there are no voting trusts, Nasdaqlimited liability company agreements, proxies or other agreements or understandings to which the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor Company or any of its Subsidiaries needs is a party with respect to give any notice to, make any filing with the voting or obtain any authorization, consent or approval transfer of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) equity interests of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes Company or any of this Section 4(f)its Subsidiaries.

Noncontravention. Except as disclosed in Section 4(f) connection with consents listed on SCHEDULE 2.5, the execution, delivery and performance of this Agreement by SCR and the consummation by SCR of the IBS Disclosure Letter, neither the execution Merger and the delivery of this other transactions contemplated hereby will not violate the SCR Partnership Agreement, nor or the consummation of the transactions contemplated herebypartnership agreement, will (i) violate any constitutionlimited liability company agreement, statute, regulation, rule, injunction, judgment, order, decree or other restriction similar organization document, as the case may be, of any Government Entity to which IBS SCR Subsidiary as in effect on the date hereof, or any of its Subsidiaries is subject or any provision of the charter or by-laws of IBS or any of its Subsidiaries or (ii) conflict with, result in a breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the or give to others any rights or termination, amendment, acceleration or cancellation of, create in any party the right to accelerate, terminate, modify or cancel or require any notice under any other material agreement, contract, lease, license, indenture or instrument or other arrangement to which either IBS SCR or any of its Subsidiaries SCR Subsidiary is a party or by which it any property or asset of SCR or any SCR Subsidiary is bound or affected, or result in a violation of any law, rule, regulation, order, judgment or decree applicable to SCR or any SCR Subsidiary or by which any property or asset of its assets SCR or any SCR Subsidiary is subjectbound or affected. No consent, except approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity (as defined herein) is required by or with respect to SCR or any SCR Subsidiary in connection with the case execution and delivery of clause (ii) where this Agreement or the violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under the provisions consummation by SCR of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where for (A) such filings as may be required in connection with the failure to give noticepayment of any Transfer Taxes (as defined herein), to file (B) the filing by any person of a pre-merger notification and report form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇"), ▇▇ ▇▇e extent applicable, and (C) such other consents, approvals, orders, authorizations, registrations, declarations and filings as are set forth in SCHEDULE 2.5 or to obtain any authorizationwhich, consent if not obtained or approval made, would not reasonably be expected to not, in the aggregate, have an IBS a SCR Material Adverse Effect or except as set forth in Section 4(f) prevent the consummation of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)Merger.

Noncontravention. Except as disclosed in Section 4(f(a) Subject to compliance with the applicable requirements of the IBS Disclosure Letterany applicable Securities Laws, neither the execution and delivery by the delivery Buyer and Parent of this Agreement or the Escrow Agreement, nor the performance by the Buyer and Parent of their respective obligations hereunder or thereunder, nor the consummation by the Buyer and Parent of the transactions contemplated herebyhereby or thereby, will will: (i) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter or byBy-laws of IBS the Buyer or Parent; (ii) require on the part of the Buyer or Parent any notice to or filing with, or any of its Subsidiaries permit, authorization, consent or approval of, any Governmental Entity; (iiiii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement agreement to which either IBS the Buyer or any of its Subsidiaries Parent is a party or by which it either of them is bound or to which any of its their respective assets is are subject; (iv) violate any order, except in writ, notice, injunction, decree, statute, rule or regulation applicable to the case Buyer or any of clause their respective properties or assets. (iib) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under in connection with or in compliance with the provisions of Applicable Laws in relation to the ▇▇▇▇completion of the Plan of Arrangement or which are required to be fulfilled post-▇▇▇▇▇-▇▇▇▇▇▇ Actclosing, and except for the Delaware General Corporation Lawrequisite approvals of the Court and Governmental Entities, Nasdaqno filing or registration with, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of, any Governmental Entity is required of any Government Entity the Parent or the Buyer in order connection with the consummation of the Arrangement, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals which, if not received, would not, individually or in the Parties aggregate, materially impede the ability of the Parent or the Buyer to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)Arrangement.

Noncontravention. Except as disclosed in Section 4(f) Subject to the filing of the IBS Disclosure LetterCertificate of Merger as required by the Delaware Act, neither the execution and delivery by the delivery Parent or the Acquisition Subsidiary, as the case may be, of this AgreementAgreement or the Transaction Documentation, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter organizational documents or by-laws bylaws of IBS the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than required notification to the Financial Industry Regulatory Authority (ii“FINRA”), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which either IBS the Parent or any of its Subsidiaries the Acquisition Subsidiary, as the case may be, is a party or by which it either is bound or to which any of its their assets is are subject, except in the case of clause for (iii) where the violation, any conflict, breach, default, acceleration, termination, modification, modification or cancellation or failure to give notice which would not reasonably be expected to have an IBS a Parent Material Adverse Effect. Other than as required under Effect and would not reasonably be expected to adversely affect the provisions consummation of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor transactions contemplated hereby or (ii) any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorizationnotice, consent or approval waiver the absence of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval which would not reasonably be expected to have an IBS a Parent Material Adverse Effect or except as set forth in Section 4(f) and would not reasonably be expected to adversely affect the consummation of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means transactions contemplated hereby, (d) result in the imposition of any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to Security Interest upon any state securities laws or so that a matter set forth in Section 4(f) assets of the IBS Disclosure Letter would not be reasonably expected Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to have an IBS Material Adverse Effect for the Parent or the Acquisition Subsidiary or any of their properties or assets. For purposes of this Section 4(fAgreement, “Parent Material Adverse Effect” means a material adverse effect on the assets, business, condition (financial or otherwise), or results of operations of the Parent and its subsidiaries, taken as a whole.

Noncontravention. Except as disclosed in Section 4(f) Subject to receipt of the IBS Disclosure LetterRequisite Stockholders Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Certificate of Merger as required by the State of Delaware, neither the execution and the delivery of this AgreementAgreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter Company Charter or by-laws the Bylaws; (b) require on the part of IBS the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of its Subsidiaries the Buyer’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Buyer or the Merger Sub and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument or other arrangement to which either IBS or any contract listed in Section 3.4 of its Subsidiaries is a party or by which it is bound or to which any of its assets is subjectthe Company Disclosure Schedule, except in the case of clause (ii) where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation cancellation, notice, consent or failure to give notice waiver that would not reasonably be expected to have an IBS a Material Adverse Effect. Other than as required under Effect on the provisions Company; (d) result in the imposition of any Security Interest upon any assets of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ActCompany; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Delaware General Corporation LawCompany, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of its Subsidiaries needs properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval clauses (a) through (e) (inclusive) hereof which would not reasonably be expected to have an IBS a Material Adverse Effect or except as set forth in Section 4(f) of on the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)Company.

Noncontravention. Except as disclosed in Section 4(f) Subject to the filing of the IBS Disclosure LetterCertificate of Merger as required by the Delaware Act, neither the execution and delivery by the delivery Parent or the Acquisition Subsidiary, as the case may be, of this AgreementAgreement or the Transaction Documentation to which it is a party, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter organizational documents or by-laws bylaws of IBS the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than (i) filing of its Subsidiaries Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, or (ii) filing of such permits, authorizations, consents and approvals as to which the failure to obtain or make the same would not reasonably be expected to have a Parent Material Adverse Effect, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which either IBS the Parent or any of its Subsidiaries the Acquisition Subsidiary, as the case may be, is a party or by which it either is bound or to which any of its their assets is are subject, except in the case of clause for (iii) where the violation, any conflict, breach, default, acceleration, termination, modification, modification or cancellation or failure to give notice which would not reasonably be expected to have an IBS a Parent Material Adverse Effect. Other than as required under Effect and would not reasonably be expected to adversely affect the provisions consummation of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor transactions contemplated hereby or (ii) any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorizationnotice, consent or approval waiver the absence of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval which would not reasonably be expected to have an IBS a Parent Material Adverse Effect or except as set forth in Section 4(f) and would not reasonably be expected to adversely affect the consummation of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means transactions contemplated hereby, (d) result in the imposition of any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to Security Interest upon any state securities laws or so that a matter set forth in Section 4(f) assets of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f).Parent or the Acquisition Subsidiary or

Noncontravention. Except as disclosed in Section 4(f) of the IBS Disclosure Letter, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree provision of the charter or other restriction bylaws of any Government Entity of Parent and its Subsidiaries or (ii), assuming compliance with the matters referred to in the next sentence of this Section 4.4, (A) violate any Laws or Governmental Order to which IBS or any of Parent and its Subsidiaries is subject or any provision (B) with or without notice, lapse of the charter time or by-laws of IBS or any of its Subsidiaries or (ii) both, 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 cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which either IBS or any of Parent and its Subsidiaries is a party or by which it is bound or to which any of its assets is subjectsubject (or result in the imposition of any Security Interest upon any of its assets), except except, in the case of clause (ii) where the ), such violation, conflict, breach, default, accelerationacceleration or other change that would not, terminationindividually or in the aggregate, modification, cancellation or failure to give notice would not reasonably be expected to have an IBS a Material Adverse EffectEffect on Parent. Other than Except for (a) any FCC Consent, State PUC Consent or consent or approval of any other Governmental Entity identified in Section 3.3 of the Company Disclosure Letter or in Section 4.4 of the Parent Disclosure Letter, in each case as required under by applicable Laws, (b) the provisions filing of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ActCertificate of Merger with the Michigan Department of Labor & Economic Growth, Bureau of Commercial Services pursuant to the Delaware General Corporation LawMichigan Law and of appropriate documents with relevant authorities of other states in which Company is qualified to do business to reflect such Certificate of Merger filing, Nasdaq(c) filings by Parent under, and compliance by Parent with the requirements under, the Securities Exchange Act, the Securities Act and Act, applicable state securities lawslaws and the applicable requirements of Nasdaq and (d) any other third party approvals as are reflected in Section 4.4 of the Parent Disclosure Letter, neither IBS nor any the execution, delivery and performance by Parent and Merger Sub of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate this Agreement and the transactions contemplated by this Agreementhereby do not require any consents, waivers, authorizations or approvals of, or filings with, any Governmental Entity or any other third Person except where for those that the failure to give notice, to file make or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS a Material Adverse Effect for purposes of this Section 4(f)on Parent.

Noncontravention. Except as disclosed in Section 4(f) of the IBS Disclosure Letter, neither Neither the execution and the delivery by Parent and Merger Sub of this Agreement, nor the consummation by Parent or Merger Sub of any of the transactions contemplated hereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter Certificate of Incorporation or by-laws bylaws of IBS Parent or the Certificate of Incorporation or bylaws of Merger Sub; (b) require on the part of Parent or Merger Sub any registration, declaration or filing with, or any permit, Order, authorization, consent or approval of, any Governmental Entity, except for (i) compliance with the applicable requirements of its Subsidiaries the HSR Act and foreign antitrust or trade regulation applicable Laws, (ii) compliance with reporting under the Securities and Exchange Act of 1934, as amended, and (iii) any registration, declaration, filing, permit, Order, authorization, consent or approval which if not made or obtained would not reasonably be expected to result in a material adverse effect on Parent’s or Merger Sub’s ability to consummate the Merger; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerateterminate or modify, terminate, modify or cancel or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument or other arrangement Contract to which either IBS Parent or any of its Subsidiaries Merger Sub is a party or by which it Parent or Merger Sub is bound or to which any of its assets is subjectbound, except in the case of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice for that which would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of its Subsidiaries needs to give any notice to, make any filing with result in a material adverse effect on Parent’s or obtain any authorization, consent or approval of any Government Entity in order for the Parties Merger Sub’s ability to consummate the transactions contemplated by this AgreementMerger; (d) violate any Order, writ, injunction or decree applicable to Parent or Merger Sub or any of their respective material Assets, except where the failure to give notice, to file or to obtain for any authorization, consent or approval violation that would not reasonably be expected to have an IBS Material Adverse Effect result in a material adverse effect on Parent’s or Merger Sub’s ability to consummate the Merger; or (e) violate any applicable Law applicable to Parent or Merger Sub or any of their respective material Assets, except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means for any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so violation that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not reasonably be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)result in a material adverse effect on Parent’s or Merger Sub’s ability to consummate the Merger.

Noncontravention. Except as disclosed in Section 4(f) of Subject to compliance with the IBS Disclosure Letter, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter or by-laws of IBS or any of its Subsidiaries or (ii) 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 either IBS or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject, except in the case of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under the provisions applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities applicable foreign antitrust or trade regulation laws, neither IBS the execution and delivery by the Buyer of this Agreement or the Ancillary Agreements to which the Buyer will be a party, nor any the consummation by the Buyer of its Subsidiaries needs to give any notice tothe transactions contemplated hereby or thereby, make any filing will: (a) conflict with or obtain violate any provision of the charter or bylaws of the Buyer; (b) require on the part of the Buyer any filing, designation, declaration or registration with, or permit, authorization, consent or approval of, any Governmental Entity, except for any filing, designation, declaration, registration, permit, authorization, consent or approval which if not obtained or made would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the ability of any Government Entity in order for the Parties Buyer to consummate the transactions contemplated by this AgreementAgreement (a "Buyer Material Adverse Effect"); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, cancel or modify, or require any notice, consent, approval, authorization or waiver under, any contract or agreement to which the Buyer is a party or by which the Buyer is bound, except where for (i) any conflict, breach, default, acceleration or right to terminate, cancel or modify that would not, individually or in the failure to give noticeaggregate, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS result in a Buyer Material Adverse Effect, (ii) any notice, consent, approval, authorization or waiver the absence of which would not, individually or in the aggregate, reasonably be expected to result in a Buyer Material Adverse Effect or except as (iii) any consent set forth on Schedule 3.3(c); or (d) violate any order, writ, injunction, judgment, ruling, decision or decree specifically naming, or statute, rule, law, ordinance or regulation applicable to, the Buyer or any of its properties or assets, except for any violation that would not, individually or in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorizationaggregate, consent or approval of a Government Entity or other third party required to reasonably be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS result in a Buyer Material Adverse Effect for purposes of this Section 4(f)Effect.

Noncontravention. Except as disclosed in Section 4(f) Subject to the receipt of Stockholder Approval, the timely mailing of the IBS Disclosure Letternotice of dissenters’ rights to the Company’s stockholders, if any, and the filing of the Certificates of Merger as required by the DGCL and MBCA, neither the execution and the delivery by a Company of this Agreement, nor the consummation by a Company of the transactions contemplated hereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter certificate of incorporation or by-laws bylaws of IBS such Company, as amended to date, (b) require on the part of such Company any filing with, or any of permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a “Governmental Entity”), except for such permits, authorizations, consents and approvals for which such Company is obligated to use its Subsidiaries or Reasonable Best Efforts to obtain pursuant to Section 4.2(a), (iic) except as required by Schedule 2.4, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party Party the right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, contract or instrument or other arrangement to which either IBS or any of its Subsidiaries such Company is a party or by which it such Company is bound or to which any of its their assets is subject, except in the case of clause for (iii) where the violation, any conflict, breach, default, acceleration, termination, modification, modification or cancellation in any contract or failure to give notice would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under the provisions instrument set forth in Schedule 2.13 of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ActDisclosure Schedule, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of for which such Company is obligated to use its Subsidiaries needs Reasonable Best Efforts to give any notice to, make any filing with or obtain any authorizationwaiver, consent or approval pursuant to Section 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modification or cancellation which would not have a Company Material Adverse Effect and would not adversely affect the consummation of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give hereby or (iii) any notice, to file or to obtain any authorization, consent or approval waiver the absence of which would not reasonably be expected to have an IBS a Company Material Adverse Effect or and would not adversely affect the consummation of the transactions contemplated hereby, (d) except as set forth disclosed on Schedule 2.4, result in Section 4(fthe imposition of any Security Interest (as defined below) upon any assets of the IBS Disclosure Lettersuch Company or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Company or any of its properties or assets. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for For purposes of this Section 4(fAgreement: “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business (as defined below) of any Company and not material to such Company; and “Ordinary Course of Business” means the ordinary course of any Company’s business, consistent with past custom and practice (including with respect to frequency and amount).

Noncontravention. Except as disclosed in Section 4(f) of the IBS Disclosure Letter, neither Neither the execution and the delivery of this Agreement, Agreement by the Company or any other document contemplated hereby by the Company or its Subsidiaries nor the performance of its or their obligations hereunder and thereunder, as applicable, or consummation of the transactions contemplated hereby, hereby and thereby will (ia) conflict with or violate any constitutionprovision of the Organizational Documents of the Company and its Subsidiaries, statute(b) assuming compliance by Parent and Merger Sub with Section 4.03, regulation, rule, injunction, judgment, order, decree conflict with or violate any Law or other restriction of any Government Entity Governmental Authority to which IBS or any of its Subsidiaries is subject or any provision of the charter or by-laws of IBS Company or any of its Subsidiaries or any of their respective properties or assets is subject or (iic) with or without notice, lapse of time or both, conflict with, result in a breach or violation of, constitute a default under, result in the termination (or right of termination), cancellation (or right of cancellation), creation or acceleration of(or rights thereto) of any rights or obligations under, create result in the creation of any party Liens, other than Permitted Liens, upon any of the right to accelerate, terminate, modify respective properties or cancel or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which either IBS assets of the Company or any of its Subsidiaries is a party under, or by which it is bound require any consent or to which notice under, any of its assets is subjectMaterial Contract, except except, in the case of clause clauses (iib) and (c), where the violation, conflict, breach, violation, default, accelerationright, termination, modificationcancellation, cancellation creation or acceleration, or failure to give notice obtain consent or provide notice, would not reasonably be expected to have an IBS Material Adverse Effectbe material to the Company and its Subsidiaries taken as a whole. Other than as required under Except for the provisions applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities HSR Act and state securities lawsthe filing of the Certificate of Merger, and except as set forth on Schedule 3.03 in the Disclosure Schedule, neither IBS the execution and delivery of this Agreement or the documents contemplated hereby nor the performance or consummation of the transactions contemplated hereby and thereby will require any consent or approval of, notice to or declaration or filing with any Governmental Authority or other Person with respect to the Company or any of its Subsidiaries needs Subsidiaries, other than consents, approvals, notices, declarations or filings the failure of which to give any notice toobtain would not, make any filing with individually or obtain any authorizationin the aggregate, consent prevent, materially delay or approval of any Government Entity in order for materially impair the Parties Company’s ability to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)hereby.

Noncontravention. Except as disclosed in Section 4(f) of the IBS Disclosure Letter, neither Neither the execution and the delivery of this AgreementAgreement and the documents referenced herein, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree decree, ruling, charge, or other restriction of any Government Entity governmental authority to which IBS the Purchaser or any of its Subsidiaries the Parent is subject or any provision of the charter or by-laws bylaws of IBS the Purchaser or any of its Subsidiaries the Parent or (ii) 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 modify, or cancel cancel, or require any notice under any material agreement, contract, lease, license, instrument permit or other arrangement to which either IBS the Parent or any of its Subsidiaries the Purchaser is a party or by which it is bound or to which any of its assets is subject, except subject (or result in the case imposition of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any Encumbrance upon any of its Subsidiaries assets). Neither the Purchaser nor the Parent needs to give any notice to, make any filing with with, or obtain any authorization, consent consent, or approval of any Government Entity governmental authority in order for the Parties parties to this Agreement to consummate the transactions contemplated by this Agreement, Agreement except where for filing required under applicable federal and state securities laws. Without limiting the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) generality of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorizationforegoing, consent or approval each of a Government Entity or the Purchaser and the Parent has obtained all necessary consents, approvals, waivers, permits and other third party authorizations required by it to be obtained enter into and perform this Agreement and to carry out the transactions contemplated hereby (including but not limited to the allotment, issue, delivery and/or transfer of: (i) 25,200,000 Consideration Shares pursuant to any state securities laws or so that a matter set forth Clause 6.4(1) and (ii) 2,800,000 Consideration Shares pursuant to Clause 6.4(2)) and all such consents, approvals, waivers, permits and other authorizations shall remain in Section 4(ffull force and effect and the Purchaser and the Parent have fully complied with the terms and conditions (if any) of the IBS Disclosure Letter would not be reasonably expected to upon which such consents, approvals, waivers, permits and other authorizations shall have an IBS Material Adverse Effect for purposes of this Section 4(f)been granted.

Noncontravention. Except as disclosed in Section 4(f) Subject to compliance with the applicable requirements of the IBS Disclosure LetterSecurities Act and any applicable state securities laws, the Exchange Act and the filing of the Certificate of Merger as required by the DGCL, neither the execution and the delivery of this Agreement, nor the consummation by the Buyer or the Merger Sub of the transactions contemplated herebyhereby or thereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter Certificate of Incorporation or by-laws Bylaws of IBS the Buyer or the Merger Sub; (b) require on the part of the Buyer or the Merger Sub any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than those (i) required solely by reason of its Subsidiaries the Company's participation in the transactions contemplated hereby or (ii) to be made by the Company or (iii) any filing, permit, authorization, consent or approval which, if not made or obtained, would not have a Material Adverse Effect on the Buyer; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which either IBS the Buyer or any of its Subsidiaries the Merger Sub is a party or by which it either is bound or to which any of its their assets is are subject, except in the case of clause (ii) where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation cancellation, notice, consent or failure to give notice waiver that would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS a Material Adverse Effect on the Buyer or except as set forth the Merger Sub or has otherwise been obtained; (d) result in Section 4(f) the imposition of any Security Interest upon any assets of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means Buyer or the Merger Sub; or (e) violate any authorizationorder, consent writ, injunction, decree, statute, rule or approval regulation applicable to the Buyer or the Merger Sub or any of a Government Entity their properties or other third party required to be obtained pursuant to assets, except for any state securities laws or so violation that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS a Material Adverse Effect for purposes of this Section 4(f)on the Buyer or the Merger Sub.

Noncontravention. Except as disclosed for the prior approval of the FTC and DOJ and except for the consents set forth in Section 4(f3.1(c) of the IBS Disclosure LetterSchedule, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebyunder this Agreement, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree decree, ruling, charge, or other restriction of any Government Entity Governmental Authority to which IBS or any of its Subsidiaries the Acquired Companies is subject or to which any Subject Asset is subject or any provision of the charter or by-laws Organizational Documents of IBS or any each of its Subsidiaries the Acquired Companies or (ii) to the Seller’s Knowledge, 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 modify, or cancel cancel, or require any notice or trigger any rights to payment or other compensation under any agreement, contract, lease, license, instrument instrument, or other arrangement to which either IBS or any of its Subsidiaries the Acquired Companies is a party or by which it is bound or to which any of its assets is subjectbound, except for (xx) required consents to transfer and related provisions and any other third party appraisals or consents contemplated in the case of clause this Agreement or (iiyy) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation or cancellation, failure to give notice notice, right to payment or other compensation, or Encumbrance would not reasonably be expected to have an IBS a Material Adverse Effect. Other than as required under Except for the provisions prior approval of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ActFTC and DOJ and except for the consents of any Governmental Authorities set forth in Section 3.1(c) of the Disclosure Schedule, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of its Subsidiaries needs Acquired Companies do not need to give any notice to, make any filing with with, or obtain any authorization, consent consent, or approval of any Government Entity Governmental Authorities in order for the Parties to consummate the transactions contemplated by this Agreement, Agreement except where the failure to give notice, to file file, or to obtain any authorization, consent consent, or approval would not reasonably be expected to have an IBS a Material Adverse Effect with respect to the Subject Assets, or except as set forth in Section 4(f) the ability of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required Seller to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of perform its obligations under this Section 4(f)Agreement.

Noncontravention. Except as disclosed in Section 4(f) Subject to receipt of the IBS Disclosure LetterRequisite Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Certificate of Merger as required by the State of Delaware, neither the execution and the delivery of this AgreementAgreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter Company Charter or by-laws the Bylaws; (b) require on the part of IBS the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of its Subsidiaries the Buyer's or the Merger Sub's participation in the transactions contemplated hereby, (ii) those required to be made by the Buyer or the Merger Sub and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument or other arrangement to which either IBS or any contract listed in Section 3.4 of its Subsidiaries is a party or by which it is bound or to which any of its assets is subjectthe Company Disclosure Letter, except in the case of clause (ii) where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation cancellation, notice, consent or failure to give notice waiver that would not reasonably be expected to have an IBS a Material Adverse Effect. Other than as required under Effect on the provisions Company; (d) result in the imposition of any Security Interest upon any assets of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ActCompany; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Delaware General Corporation LawCompany, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of its Subsidiaries needs properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval clauses (a) through (e) (inclusive) hereof which would not reasonably be expected to have an IBS a Material Adverse Effect or except as set forth in Section 4(f) of on the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)Company.

Noncontravention. Except as disclosed in Section 4(f) Subject to receipt of the IBS Disclosure LetterCompany Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the State of Maryland, neither the execution and the delivery of this AgreementAgreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter Company Charter or by-laws the Bylaws; (b) require on the part of IBS the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of its Subsidiaries the Parent’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Parent or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument or other arrangement to which either IBS or any contract listed in Section 3.14 of its Subsidiaries is a party or by which it is bound or to which any of its assets is subjectthe Company Disclosure Letter, except in the case of clause (ii) where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation cancellation, notice, consent or failure to give notice waiver that would not reasonably be expected to have an IBS a Material Adverse Effect. Other than as required under Effect on the provisions Company; (d) result in the imposition of any Security Interest upon any assets of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ActCompany; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Delaware General Corporation LawCompany, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of its Subsidiaries needs properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval clauses (a) through (e) (inclusive) hereof which would not reasonably be expected to have an IBS a Material Adverse Effect or except as set forth in Section 4(f) of on the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)Company.

Noncontravention. Except as disclosed in Section 4(f) of the IBS Disclosure Letter, neither Neither the execution and the delivery by Acquiror and Merger Sub of this Agreement, nor the consummation by Acquiror or Merger Sub of any of the transactions contemplated hereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter certificate of incorporation or by-laws bylaws of IBS Acquiror or the certificate of incorporation or bylaws of Merger Sub; (b) require on the part of Acquiror or Merger Sub any registration, declaration or filing with, or any of its Subsidiaries permit, order, authorization, consent or approval of, any Governmental Entity, except for (i) the approval of, or a no objection letter from, the Federal Reserve, (ii) the filing by Acquiror of such reports and information with the SEC under the Exchange Act, and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, and (iii) any registration, declaration, filing, permit, order, authorization, consent or approval which if not made or obtained would not reasonably be expected to have a Material Adverse Effect on Acquiror; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerateterminate or modify, terminate, modify or cancel or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument contract or other arrangement agreement to which either IBS Acquiror or any of its Subsidiaries Merger Sub is a party or by which it Acquiror or Merger Sub is bound or to which any of its assets is subjectbound, except in the case of clause for (iii) where the violation, any conflict, breach, default, accelerationacceleration or right to terminate or modify that would not reasonably be expected to result in a Material Adverse Effect on Acquiror or (ii) any notice, terminationconsent or waiver, modificationthe failure of which to make or obtain would not reasonably be expected to result in a Material Adverse Effect on Acquiror; or (d) violate any order, cancellation writ, injunction or failure decree, or statute, rule or regulation, applicable to give notice Acquiror or Merger Sub or any of their respective properties or assets, except for any violation that would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS a Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)on Acquiror.

Noncontravention. Except as disclosed in Section 4(f) of the IBS Disclosure Letter, neither Neither the execution and the delivery by Parent or Merger Sub of this AgreementAgreement or the Parent or Merger Sub Documents pursuant hereto, nor the consummation of any of the transactions contemplated herebyhereby or thereby, nor the performance by Parent or Merger Sub of its obligations hereunder or thereunder will (inor with the giving of notice or the lapse of time or both would): (a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree conflict with or other restriction result in a breach of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter Certificate of Incorporation or byBy-laws of IBS Parent or Merger Sub; or (b) in any manner that would materially affect the ability of Parent or Merger Sub to consummate or perform the transactions contemplated hereby or have a material adverse effect on the business, assets, liabilities, properties, results of operations or financial condition of Parent or Merger Sub (hereinafter, a "Material Adverse Effect"), (i) give rise to a default, or any right of its Subsidiaries termination, cancellation or (ii) acceleration, or otherwise be in conflict with, with or result in a breach of, constitute a default under, result in the acceleration of, create in any party the right loss of contractual benefits to accelerate, terminate, modify Parent or cancel or require any notice Merger Sub under any agreementof the terms, contractconditions or provisions of any note, leasebond, mortgage, indenture, license, agreement or other instrument or other arrangement obligation to which either IBS Parent or any of its Subsidiaries Merger Sub is a party or by which it is Parent or Merger Sub may be bound or to which any of its assets is Parent or Merger Sub may be subject, except in or require any consent, approval or notice under the case terms of clause any such document or instrument, or (ii) where violate any order, writ, injunction, decree, law, statute, rule or regulation of any court or governmental authority which is applicable to Parent or Merger Sub or (iii) result in the violationcreation or imposition of any lien, conflictadverse claim, breachsecurity interest, defaultpledge, accelerationmortgage, terminationcharge or encumbrance, modificationof any nature whatsoever (a "Lien"), cancellation or failure to give notice would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under the provisions upon any of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Actproperties or assets of Parent or Merger Sub; or (c) interfere with or otherwise adversely affect the ability of the Surviving Corporation to carry on the business of the Parent or Merger Sub after the Effective Time on substantially the same basis as it is now conducted; or (d) require the consent, the Delaware General Corporation Lawwaiver, Nasdaqapproval, the Securities Exchange Actauthorization, the Securities Act and state securities lawslicense, neither IBS nor certificate or franchise, of any of its Subsidiaries needs to give any notice to, make third party or any filing with by Parent or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)Merger Sub.

Noncontravention. Except as disclosed in Section 4(f) of the IBS Disclosure Letter, neither the The execution and the delivery of this Agreement, nor the Subdebt Amendment and the A&R Notes, the other documents contemplated herein and therein, and the consummation of the transactions contemplated herebyherein and therein, do not or will not result in: (ia) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree a conflict with or other restriction a breach of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter Global’s certificate of incorporation, bylaws or by-laws of IBS or any of its Subsidiaries or other governing documents; (iib) conflict with, result in a breach of, constitute a default or right or cause of action under, result in the acceleration of, create in any party Person the right to accelerate, terminate, modify or cancel cancel, or require any notice to any Person under any agreement, indenture, contract, lease, license, instrument or other arrangement to which either IBS or any of its Subsidiaries Global is a party or party, by which it is bound or to which any of its assets is subject, except in the case ; or (c) a violation by Global of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice would not reasonably be expected to have an IBS Material Adverse Effectany Law. Other than as required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS Neither Global nor any of its Subsidiaries needs subsidiaries is required by applicable Law or other obligation to give any notice to, make any filing with with, or obtain any authorization, consent or approval of any Government Entity Governmental Authority or other Person in order for connection with Global’s execution, delivery and performance of this Agreement, the Parties to consummate Subdebt Amendment and the A&R Notes or any of the other documents contemplated herein or therein or the consummation of the transactions contemplated by this Agreementherein or therein, except where for (i) such consents and approvals which are specifically described in the failure to give noticeRestructuring Agreement and which consents and approvals have been duly and properly obtained on or before the Closing Date, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS Material Adverse Effect or except as set forth in Section 4(f(ii) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval filing of a Government Entity or other third party Form D, if necessary, under Regulation D promulgated under the Securities Act, and (iii) any filings required to be obtained pursuant to any comply with state securities laws or so that a matter set forth in Section 4(f) connection with the consummation of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f)transactions contemplated hereby.

Noncontravention. Except as disclosed in Section 4(f) Subject to compliance with the applicable requirements of the IBS Disclosure LetterSecurities Act and any applicable state securities laws, the Exchange Act and the filing of the Articles of Merger as required by Nevada Law, neither the execution and the delivery of this Agreement, nor the consummation by ACMB of the transactions contemplated herebyhereby or thereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter Certificate of Incorporation or by-laws Bylaws of IBS ACMB; (b) require on the part of ACMB any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than those (i) required solely by reason of its Subsidiaries ACMB’s participation in the transactions contemplated hereby or (ii) to be made by Apex Holdings or (iii) any filing, permit, authorization, consent or approval which, if not made or obtained, would not have a Material Adverse Effect on ACMB; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify or cancel cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which either IBS or any of its Subsidiaries ACMB is a party or by which it either is bound or to which any of its their assets is are subject, except in the case of clause (ii) where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation cancellation, notice, consent or failure to give notice waiver that would not reasonably be expected to have an IBS Material Adverse Effect. Other than as required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to have an IBS a Material Adverse Effect on ACMB; (d) result in the imposition of any Security Interest upon any assets of ACMB; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to ACMB or any of their properties or assets, except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means for any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so violation that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS a Material Adverse Effect for purposes of this Section 4(f)on ACMB.

Noncontravention. Except as disclosed in Section 4(f) of the IBS Disclosure Letter, neither Neither the execution and the delivery by Purchaser and Merger Sub of this Agreement, nor the consummation by Purchaser or Merger Sub of any of the transactions contemplated hereby, will will: (i) a)conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the charter articles of incorporation or by-laws bylaws of IBS Purchaser or the articles of incorporation or bylaws of Merger Sub; (b)require on the part of Purchaser or Merger Sub any registration, declaration or filing with, or any permit, order, authorization, consent or approval of, any Governmental Authority, except for (i) to the extent applicable, the filing by Purchaser of such reports and information with the SEC under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, and (ii) any registration, declaration, filing, permit, order, authorization, consent or approval which if not made or obtained would 27 Confidential Treatment Requested not reasonably be expected to have a material adverse effect on Purchaser’s or Merger Sub’s ability to consummate the Merger or any of its Subsidiaries or the other transactions contemplated hereby (ii) conflict a “Purchaser Material Adverse Effect”); (c)conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerateterminate or modify, terminate, modify or cancel or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument contract or other arrangement agreement to which either IBS Purchaser or any of its Subsidiaries Merger Sub is a party or by which it Purchaser or Merger Sub is bound or to which any of its assets is subjectbound, except in the case of clause for (iii) where the violation, any conflict, breach, default, accelerationacceleration or right to terminate or modify that would not reasonably be expected to result in a Purchaser Material Adverse Effect or (ii) any notice, terminationconsent or waiver the failure of which to make or obtain would not reasonably be expected to result in a Purchaser Material Adverse Effect; (d)violate any order, modificationwrit, cancellation injunction or failure decree applicable to give notice Purchaser or Merger Sub or any of their respective properties or assets, except for any violation that would not reasonably be expected to have an IBS a Purchaser Material Adverse Effect. Other than as required under the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act; (e)violate any statute, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither IBS nor rule or regulation applicable to Purchaser or Merger Sub or any of its Subsidiaries needs to give any notice to, make any filing with their respective properties or obtain any authorization, consent or approval of any Government Entity in order for the Parties to consummate the transactions contemplated by this Agreementassets, except where the failure to give notice, to file or to obtain for any authorization, consent or approval violation that would not reasonably be expected to have an IBS result in a Purchaser Material Adverse Effect Effect; or except (f)render Purchaser insolvent or unable to pay its debts as set forth in Section 4(f) of the IBS Disclosure Letterthey become due. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably expected to have an IBS Material Adverse Effect for purposes of this Section 4(f).4.4