None of the Rosehill Entities is in breach or violation of or in default under (nor has any event occurred that, with notice, lapse of time or both, would result in any breach or violation of, constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) (a) any of its Organizational Documents, (b) any Contract to which it is a party or by which it or any of its Properties may be bound or affected, (c) any Law, (d) any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the rules and regulations of NASDAQ), (e) the Series A Certificate of Designations or (f) any decree, judgment or order applicable to it or any of its Properties, except in the case of clauses (b)  through (f)  for any such breaches, violations or defaults that are described in the Company SEC Documents or that would not, individually or in the aggregate, constitute a Material Adverse Effect.