The execution and delivery of this Agreement by each Seller and Member does not, and the performance of this Agreement by each Seller and Member will not, conflict with, violate or result in a breach of or constitute (with or without notice or the passage of time) a default (or give rise to any third-party right of termination, cancellation, material modification or acceleration) under (i) the organizational documents of any Seller or Member that is an entity, if any, (ii) any law, rule, regulation, order, decree or judgment applicable to any Seller or Member or the Subject Securities, or (iii) any contract, indenture, guarantee, lease, mortgage, license or other agreement, instrument, obligation or undertaking of any kind to which any Seller or Member is a party or by which any Seller or Member or any of their properties or assets are bound.