Common use of Authorization and Non-Contravention Clause in Contracts

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement and all documents executed pursuant hereto are valid and binding obligations of the Company, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable law. The execution, delivery and performance of this Agreement and all agreements, documents and instruments contemplated hereby (collectively, the “Ancillary Documents”), the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution of this Agreement, the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Ancillary Documents will not (i) violate, conflict with or result in a default under any contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate of Incorporation or Bylaws, or cause the creation of any encumbrance upon any of the material assets of the Company; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other governmental agency applicable to the Company; (iii) require from the Company any notice to, declaration or filing with, or consent or approval of, any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws, or such other post-closing filings that may be required; or (iv) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company is a party or by which the Company is bound.

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. (a) This Agreement and all documents executed pursuant hereto by the Acquired Company are valid and binding obligations of the Acquired Company, enforceable in accordance with their respective terms, except (a) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization and other laws of general application affecting enforcement of creditors’ rights generally or by equitable principles, (b) as limited by similar laws relating to the availability enforcement of specific performance, injunctive relief or other equitable remedies, creditors' remedies generally and (c) to the extent that the enforceability by general principles of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable lawequity. The execution, delivery and performance by the Acquired Company of this Agreement and all agreements, documents and instruments contemplated hereby (collectivelyto which the Acquired Company is a party, including, without limitation, the “Ancillary Documents”), the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion SharesHousehold Redemption Agreement, have been duly authorized by any and all necessary corporate or other action of the Acquired Company. The execution execution, delivery and performance by the Acquired Company of this AgreementAgreement and all agreements, documents and instruments contemplated hereby, the sale and delivery redemption of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, Household Shares and the performance of any transaction the transactions contemplated hereby or by the Ancillary Documents this Agreement and such other agreements, documents and instruments related hereto do not and will not (i) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) or loss of benefit under any contract or obligation to which the Acquired Company is a party or by which it or any of its assets are bound, or any provision of the Certificate of Incorporation Articles or Bylaws, or cause the creation of any encumbrance a Claim (as defined in Section 7.10 hereof) upon any of the material assets of the Acquired Company, any of which would have a Material Adverse Effect; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by by, any court or other governmental agency applicable to the Acquired Company, any of which would have a Material Adverse Effect; (iii) require from the Acquired Company any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant to federal (except that which has been waived or state securities or blue sky laws, or such other post-closing filings that may be requiredobtained); or (iv) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Acquired Company is a party or by which the Acquired Company is bound.

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement and all documents executed pursuant hereto by the Purchaser are valid and binding obligations of the CompanyPurchaser, enforceable in accordance with their respective terms, except (a) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization and other laws of general application affecting enforcement of creditors’ rights generally or by equitable principles, (b) as limited by similar laws relating to the availability enforcement of specific performance, injunctive relief or other equitable remedies, creditors' remedies generally and (c) to the extent that the enforceability by general principles of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable lawequity. The execution, delivery and performance by the Purchaser of this Agreement and all agreements, documents and instruments contemplated hereby (collectively, the “Ancillary Documents”), the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stockhereby, the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution of this Agreement, the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred StockPayment Shares pursuant to Section 1.2(b), the issuance of the Conversion Shares, Stock Options pursuant to Section 1.2(c) and the performance of any transaction all other transactions contemplated hereby or by the Ancillary Documents this Agreement and such other agreements, documents and instruments related hereto do not and will not (i) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) or loss of benefit under any contract or obligation obligations to which the Company Purchaser is a party or by which it or any of its assets are bound, or any provision of the Certificate its Articles of Incorporation or Bylaws, or cause the creation of any encumbrance Claim upon any of the material assets of the CompanyPurchaser which would have, or would be reasonably likely to have a Purchaser Material Adverse Effect (as defined in Section 7.10); (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by by, any court or other governmental agency applicable to the CompanyPurchaser, any of which would have a Purchaser Material Adverse Effect; (iii) require from the Company Purchaser any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other any third party other than pursuant to federal (except that which has been waived or state securities or blue sky laws, or such other post-closing filings that may be requiredobtained); or (iv) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization authorizations to which the Company Purchaser is a party or by which the Company Purchaser is bound.

Authorization and Non-Contravention. The Company is not in violation execution, delivery and performance by Lineo of any term or provision of any this Agreement and each other agreement, instrumentdocument and instrument to be executed and delivered by Lineo pursuant to or as contemplated by this Agreement, judgmentincluding, decreewithout limitation, orderthe issuance and delivery of the Lineo Shares, statutehave been duly authorized, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effectby all necessary corporate action on behalf of Lineo. This Agreement and all documents each such other agreement, document, and instrument, when executed pursuant hereto are and delivered, will constitute valid and binding obligations of the CompanyLineo, enforceable in accordance with their respective terms, except (a) as may be limited by applicable law and public policy and subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally or by equitable principles, and (bii) as limited by general principles of equity and/or laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the whether such enforceability of the indemnification provisions herein and is considered in the Registration Rights Agreement may be limited by applicable a proceeding in equity or at law. The execution, execution and delivery and performance by Lineo of this Agreement and all agreementseach other agreement, documents document and instruments instrument to be executed and delivered by Lineo pursuant hereto or as contemplated hereby (collectivelyand the performance by Lineo of the transactions contemplated hereby and thereby, including, without limitation, the “Ancillary Documents”)offer, the sale sale, issuance and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Lineo Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution of this Agreement, the sale do not and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Ancillary Documents will not not: (iA) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any contract material contract, mortgage, indenture, contract, instrument or obligation to which the Company Lineo is a party or by which it or its assets are bound, or any provision of the Certificate Lineo Articles of Incorporation or Lineo Bylaws, or cause the creation of any material lien, charge or encumbrance upon any of the material assets of the CompanyLineo; (iiB) to Lineo's knowledge, violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any material law, regulation or rule, or any order judgment, order, writ, decree or statute of, or any restriction imposed by by, any court or other governmental agency applicable to the CompanyLineo; (iiiC) require from the Company Lineo any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant such filings as have been made prior to federal or the Closing and/or as may be required to secure an exemption from qualification of the offer and sale of the Lineo Shares under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities or and blue sky laws, or such other post-closing filings that may be required; or (ivD) accelerate any obligation under, or give rise to a right of termination termination, suspension, revocation or impairment of, any material agreement, permit, license or authorization applicable to which the Company is a party any of Lineo's, operations, assets or properties, or by which the Company Lineo is bound.

Authorization and Non-Contravention. The Company is not in violation execution, delivery and performance by the Subsidiary of any term or provision of any this Agreement and each other agreement, instrumentdocument and instrument to be executed and delivered by the Subsidiary pursuant to or as contemplated by this Agreement and the issuance, judgmentexecution, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in delivery and performance of the aggregate, reasonably be expected to result in a Material Adverse EffectTransaction Documents have been duly authorized by all necessary corporate action of the Subsidiary. This Agreement and all documents executed pursuant hereto are each such other agreement, document, and instrument constitute valid and binding obligations of the CompanySubsidiary, enforceable in accordance with their respective terms, except (a) as rights to indemnity and contribution may be limited by applicable law and public policy and subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (cii) to the extent that the general principles of equity, whether such enforceability of the indemnification provisions herein and is considered in the Registration Rights Agreement may be limited by applicable a proceeding in equity or at law. The execution, execution and delivery and performance by the Subsidiary of this Agreement and all agreementseach other agreement, documents document and instruments instrument to be executed and delivered by the Subsidiary pursuant hereto or as contemplated hereby (collectivelyand the performance by the Subsidiary of the transactions contemplated hereby and thereby, including, without limitation, the “Ancillary Documents”), the sale issuance and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution of this Agreement, the sale Transaction Documents do not and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Ancillary Documents will not not: (iA) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any material contract or obligation to which the Company Subsidiary is a party or by which it or its assets are bound, or any provision of the Certificate Articles of Incorporation or BylawsBylaws of the Subsidiary, or cause the creation of any encumbrance upon any of the material assets of the CompanySubsidiary except as provided herein; (iiB) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by by, any court or other governmental agency applicable to the CompanySubsidiary; (iiiC) require from the Company Subsidiary any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant as may be required to federal or secure an exemption from qualification of the offer and sale of the Instruments under the Securities Act, and applicable state securities or and blue sky laws, or such other post-closing filings that may be required; or (ivD) accelerate any obligation under, or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company Subsidiary is a party or by which the Company Subsidiary is bound.

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any Senior Lender has full right, authority and power to enter into this Agreement and each agreement, instrumentdocument and instrument to be executed and delivered by or on behalf of such Senior Lender pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby, judgmentand the execution, decreedelivery and performance by such Senior Lender of this Agreement and each such other agreement, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effectdocument and instrument have been duly authorized by all necessary action. This Agreement and all documents each agreement, document and instrument executed and delivered by the Senior Lender pursuant hereto are to or as contemplated by this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of the Company, each such Senior Lender enforceable in accordance with their respective terms, except (a) as rights to indemnity and contribution may be limited by applicable law and public policy and subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (cii) to the extent that the general principles of equity, whether such enforceability of the indemnification provisions herein and is considered in the Registration Rights Agreement may be limited by applicable a proceeding in equity or at law. The execution, delivery and performance by the Senior Lender of this Agreement and all agreementseach such other agreement, documents document and instruments contemplated hereby (collectively, the “Ancillary Documents”), the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution of this Agreement, the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Sharesinstrument, and the performance of any transaction the transactions contemplated hereby or by the Ancillary Documents and thereby do not and will not not: (iA) violate, conflict with or result in a default under any contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate of Incorporation or Bylaws, or cause the creation of any encumbrance upon any of the material assets of the Company; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under any material contract or obligation to which any such Senior Lender is a party or by which it or its assets are bound, or cause the creation of any material encumbrance upon any of the assets of such Senior Lender; (B) violate or result in a violation of, or constitute a default under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by by, any court or other governmental agency applicable to the Companysuch Senior Lender; (iiiC) require from the Company such Senior Lender any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws, or such other post-closing filings that may be requiredparty; or (ivD) accelerate any obligation under, or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company any such Senior Lender is a party or by which the Company such Senior Lender is bound.

Authorization and Non-Contravention. The execution, delivery and performance by the Company is not in violation of any term or provision of any this Agreement and each other agreement, instrumentdocument and instrument to be executed and delivered by the Company pursuant to or as contemplated by this Agreement and the issuance, judgmentexecution, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in delivery and performance of the aggregate, reasonably be expected to result in a Material Adverse EffectTransaction Documents and the issuance of the Shares have been duly authorized by all necessary corporate action of the Company. This Agreement and all documents executed pursuant hereto are each such other agreement, document, and instrument constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms, except (a) as rights to indemnity and contribution may be limited by applicable law and public policy and subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (cii) to the extent that the general principles of equity, whether such enforceability of the indemnification provisions herein and is considered in the Registration Rights Agreement may be limited by applicable a proceeding in equity or at law. The execution, execution and delivery and performance by the Company of this Agreement and all agreementseach other agreement, documents document and instruments instrument to be executed and delivered by the Company pursuant hereto or as contemplated hereby (collectivelyand the performance by the Company of the transactions contemplated hereby and thereby, including, without limitation, the “Ancillary Documents”), the sale issuance and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, Transaction Documents and the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution of this Agreement, the sale do not and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Ancillary Documents will not not: (iA) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any material contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate Articles of Incorporation or BylawsBylaws of the Company, or cause the creation of any encumbrance upon any of the material assets of the CompanyCompany except as provided herein; (iiB) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by by, any court or other governmental agency applicable to the Company; (iiiC) require from the Company any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant as may be required to federal or secure an exemption from qualification of the offer and sale of the Notes, the Warrants and the Shares (collectively, the "Instruments") under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities or and blue sky laws, or such other post-closing filings that may be required; or (ivD) accelerate any obligation under, or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company is a party or by which the Company is bound.

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it This Note is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement and all documents executed pursuant hereto are valid and binding obligations obligation of the CompanyBorrower, enforceable in accordance with their its terms, except (a) as enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium and other laws of general application affecting reorganization or similar laws, from time to time in effect, which affect enforcement of creditors’ creditors‛ rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable lawgenerally. The execution, delivery delivery, issuance and performance of this Agreement and all agreements, documents and instruments contemplated hereby (collectively, the “Ancillary Documents”), the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, Note have been duly authorized by all necessary corporate or other action of the CompanyBorrower. The execution execution, delivery and issuance of this Agreement, the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, Note and the performance of any transaction transactions contemplated hereby or by the Ancillary Documents this Note will not not: (i) violateviolate or result in a violation of, conflict with or result in a violation of or default (whether after the giving of notice, lapse of time or both) under any contract or obligation to which the Company Borrower is a party or by which it or its assets are bound, or any provision of the Certificate of Incorporation charter or Bylawsbylaws, or cause the creation of any encumbrance liens, claims, options, charges, pledges, security interests, deeds of trust, voting agreements (except as provided herein), voting trusts, encumbrances, rights or restrictions of any nature upon any of the material assets of the Company; Borrower, except for those which would not have, or be reasonably likely to have, a Material Adverse Effect; (ii) violate violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other governmental agency applicable to the Company; Borrower, except for those which would not have, or be reasonably likely to have, a Material Adverse Effect; (iii) require from the Company Borrower any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than party, except for notice filings pursuant to federal or Regulation D of the Securities Act and applicable state securities or blue sky laws, or such other post-closing filings that may be required; laws; or (iv) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company Borrower is a party or by which the Company it is boundBound.

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement and all documents executed pursuant hereto Transaction Documents are valid and binding obligations of the Company, enforceable in accordance with their terms, except (a) as enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium and other laws of general application affecting reorganization or similar laws, from time to time in effect, which affect enforcement of creditors’ ' rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable lawgenerally. The execution, delivery and performance of this Agreement and all agreements, documents and instruments contemplated hereby (collectively, the “Ancillary Transaction Documents”), the sale and delivery of the Series F Preferred Stock Shares in accordance with this Agreement and, if the Shares are converted in accordance with the Certificate of Incorporation (as amended to date, including by any Certificates of Designations, the "Certificate of Incorporation"), the issuance of the common stock, par value $0.01 per share (the "Common Stock") received upon conversion of the Series F C Preferred Stock, Stock (the issuance of the "Conversion Shares"), have been duly authorized by all necessary corporate or other action of the CompanyCompany and its stockholders. The execution execution, delivery and performance of this Agreementthe Transaction Documents, including, without limitation, the sale and delivery of the Series F Preferred Stock Shares in accordance with this Agreement and, upon conversion of if the Series F Preferred StockShares are converted, the issuance of the Conversion Shares, Shares in accordance with the Certificate of Incorporation and the performance of any transaction transactions contemplated hereby or by the Ancillary Transaction Documents will not (i) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate of Incorporation or BylawsBy-Laws, or cause the creation of any lien or encumbrance upon any of the material assets of the Company, except for those which would not have a Material Adverse Effect; (ii) violate violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other governmental agency applicable to the Company, except for those which would not have a Material Adverse Effect; (iii) require from the Company any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws, or such other post-closing filings that may be required; or (iv) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company is a party or by which the Company it is bound, which acceleration or termination would have a Material Adverse Effect.

Authorization and Non-Contravention. The Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement and all documents agreements executed pursuant hereto are valid and binding obligations of each of the CompanyIPG Entities, as applicable, enforceable in accordance with their terms, except (a) as limited by respective terms subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, reorganization, moratorium and other similar laws of general application now or hereafter in effect affecting enforcement of creditors’ ' rights generally or by equitable principles, (b) as limited by laws relating and to the availability general principles of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable lawequity. The execution, delivery and performance of this Agreement and all agreements, documents and instruments agreements contemplated hereby (collectivelyhereby, the “Ancillary Documents”), the sale issuance and delivery of the Series F Convertible Preferred Stock Shares by the Company and, upon conversion of the Series F Convertible Preferred StockShares, the issuance and delivery of the Common Conversion SharesShares by the Company, have been duly authorized by all necessary corporate or other action of the Companyapplicable IPG Entities. The Except as set forth on Section 2.2 of the Disclosure Schedule, the execution and delivery of this AgreementAgreement and all agreements contemplated hereby, the sale issuance and delivery of the Series F Convertible Preferred Stock Shares and, upon conversion of the Series F Convertible Preferred StockShares, the issuance and delivery of the Common Conversion Shares, and the performance of any transaction the transactions contemplated hereby or by the Ancillary Documents this Agreement and such other agreements, will not (ia) violate, conflict with or result in a default under any material contract or obligation to which the Company an IPG Entity is a party or by which it or its assets are bound, or any provision of the Restated Certificate or by-laws of Incorporation the Company or Bylawsany Organizational Documents, or cause the creation of any encumbrance upon any of the material assets of the Company; (iib) violate or result in a violation of, or constitute a material default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other governmental agency applicable to the Companyan IPG Entity; (iiic) require from the Company an IPG Entity any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws, or such other post-closing filings that may be requiredlaws except for the filing of the Restated Certificate; or (ivd) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company an IPG Entity is a party or by which the Company is it or its assets are bound.

Authorization and Non-Contravention. (a) The execution, delivery and performance by the Company is not in violation of any term or provision of any this Agreement and each other agreement, instrumentdocument and instrument to be executed and delivered by the Company pursuant to or as contemplated by this Agreement (including, judgmentwithout limitation, decreethe Redemption Agreements) and the issuance and delivery of (i) the Convertible Preferred Shares, orderand (ii) upon the conversion of the Convertible Preferred Shares, statutethe Conversion Shares, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in have been duly authorized by all necessary corporate action of the aggregate, reasonably be expected to result in a Material Adverse EffectCompany. This Agreement and all documents executed pursuant hereto are each such other agreement, document, and instrument (including, without limitation, the Redemption Agreements) constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms, except (a) as rights to indemnity and contribution may be limited by applicable law and public policy and subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (cii) to the extent that the general principles of equity, whether such enforceability of the indemnification provisions herein and is considered in the Registration Rights Agreement may be limited by applicable a proceeding in equity or at law. The execution, execution and delivery and performance by the Company of this Agreement and all agreementseach other agreement, documents document and instruments instrument to be executed and delivered by the Company pursuant hereto or as contemplated hereby (collectivelyincluding, without limitation, the “Ancillary Documents”)Redemption Agreements) and the performance by the Company of the transactions contemplated hereby and thereby, including, without limitation, the sale issuance and delivery of (i) the Series F Convertible Preferred Stock and, Shares and (ii) upon the conversion of the Series F Convertible Preferred StockShares, the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or other action do not and will not: (A) except as set forth in Section 2.2 of the Company. The execution of this AgreementDisclosure Schedule, the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Ancillary Documents will not (i) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any material contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate Articles of Incorporation or BylawsBy-laws of the Company, or cause the creation of any material encumbrance upon any of the material assets of the Company; (ii13) to the Company's knowledge, violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any material law, regulation or rule, or any order of, or any restriction imposed by by, any court or other governmental agency applicable to the Company; (iiiC) except as set forth in Section 2.2 of the Disclosure Schedule, require from the Company any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant as may be required to federal or secure an exemption from qualification of the offer and sale of the Securities under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities or and blue sky laws, or such other post-closing filings that may be required; or (ivD) accelerate any obligation under, or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company is a party or by which the Company is bound.

Authorization and Non-Contravention. The Company is not in violation execution, delivery and performance by Ebiz of any term or provision of any this Agreement and each other agreement, instrumentdocument and instrument to be executed and delivered by Ebiz pursuant to or as contemplated by this Agreement, judgmentincluding, decreewithout limitation, orderthe issuance and delivery of the Ebiz Shares, statutehave been duly authorized, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effectby all necessary corporate action on behalf of Ebiz. This Agreement and all documents each such other agreement, document, and instrument, when executed pursuant hereto are and delivered, will constitute valid and binding obligations of the CompanyEbiz, enforceable in accordance with their respective terms, except (a) as may be limited by applicable law and public policy and subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally or by equitable principles, and (bii) as limited by general principles of equity and/or laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the whether such enforceability of the indemnification provisions herein and is considered in the Registration Rights Agreement may be limited by applicable a proceeding in equity or at law. The execution, execution and delivery and performance by Ebiz of this Agreement and all agreementseach other agreement, documents document and instruments instrument to be executed and delivered by Ebiz pursuant hereto or as contemplated hereby (collectivelyand the performance by Ebiz of the transactions contemplated hereby and thereby, including, without limitation, the “Ancillary Documents”)offer, the sale sale, issuance and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Ebiz Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution of this Agreement, the sale do not and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Ancillary Documents will not not: (iA) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any contract material contract, mortgage, indenture, contract, instrument or obligation to which the Company Ebiz or any of its Subsidiaries is a party or by which it or its assets are bound, or any provision of the Certificate Ebiz Articles of Incorporation or Ebiz Bylaws, or cause the creation of any material lien, charge or encumbrance upon any of the material assets of the CompanyEbiz or any of its Subsidiaries; (iiB) to Ebiz's knowledge, violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any material law, regulation or rule, or any order judgment, order, writ, decree or statute of, or any restriction imposed by by, any court or other governmental agency applicable to the CompanyEbiz or any of its Subsidiaries; (iiiC) require from the Company Ebiz any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant such filings as have been made prior to federal or the Closing and/or as may be required to secure an exemption from qualification of the offer and sale of the Ebiz Shares under the Securities Act of 1933 (the "Securities Act"), and applicable state securities or and blue sky laws, or such other post-closing filings that may be required; or (ivD) accelerate any obligation under, or give rise to a right of termination termination, suspension, revocation or impairment of, any material agreement, permit, license or authorization applicable to any of Ebiz's, or any of its Subsidiaries', business, operations, assets or properties, to which the Company Ebiz, or any of its Subsidiaries, is a party or by which the Company Ebiz is bound.

Authorization and Non-Contravention. (a) All corporate or other organizational action required to be taken by the Company and the Selling Parties in order to authorize the Company to enter into the Transaction Agreements, has been taken or will be taken at or prior to the Closing. All action on the part of the officers, directors and equityholders of the Company necessary or appropriate for the execution and delivery of the Transaction Agreements and the performance of all obligations of the Company under the Transaction Agreements to be performed as of the Closing has been taken or will be taken prior to the Closing. The Company is Transaction Agreements, when executed and delivered by the Company, (i) shall not violate or conflict with any of the Organizational Documents of the Company, (ii) shall not conflict with, result in a breach or violation of, or constitute a default under, result in the creation of any term Lien on any of the Equity Interests or provision assets of the Company, give rise to an event creating rights of acceleration, amendment, suspension, revocation, termination, modification or cancellation of, or result in a loss of rights under, any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or Contract to which it is the Company or the Selling Parties are a party, except where such violations subject or otherwise bound in any manner that could notreasonably be expected to have, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement Effect and all documents executed pursuant hereto are (iii) shall constitute valid and legally binding obligations of the CompanyCompany and the Selling Parties, enforceable against the Company and the Selling Parties in accordance with their terms, respective terms except (ax) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and moratorium, fraudulent conveyance or other laws of general application relating to or affecting the enforcement of creditors’ rights generally or by equitable principles, (by) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c. Except as set forth in Schedule 3.3(a) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable law. The executionDisclosure Schedules, delivery and performance of this Agreement and all agreements, documents and instruments contemplated hereby (collectively, the “Ancillary Documents”), the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution of this Agreement, the sale and delivery of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Ancillary Documents will not (i) violateno consent, conflict with approval, Order or result in a default under any contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate of Incorporation or Bylaws, or cause the creation of any encumbrance upon any of the material assets of the Company; (ii) violate or result in a violation authorization of, or constitute a default (whether after the giving of noticeregistration, lapse of time or both) underqualification, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other governmental agency applicable to the Company; (iii) require from the Company any notice todesignation, declaration or filing with, any Governmental Body, and (ii) no consent, approval of or consent or approval ofwritten notice to the counterparties any Contracts set forth on Schedule 3.8(a) of the Disclosure Schedules, any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws, or such other post-closing filings that may be required; or (iv) accelerate any obligation under, or give rise to a right is required on the part of termination of, any agreement, permit, license or authorization to which the Company is a party or the Selling Parties in connection with the consummation of the transactions contemplated by which the Company is boundthis Agreement.

Authorization and Non-Contravention. The Transaction Documents to which the Company is not in violation of any term or provision of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to it or to which it is a party, except where such violations could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. This Agreement and all documents executed pursuant hereto party are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except (a) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium and other or similar laws of general application affecting the enforcement of creditors’ ' rights generally or and by equitable principles, (b) as limited by laws general principles of equity relating to the availability enforceability (regardless of specific performance, injunctive relief whether considered in a proceeding at law or other equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions herein and in the Registration Rights Agreement may be limited by applicable lawequity). The execution, delivery and performance of this Agreement and all agreements, documents and instruments contemplated hereby (collectively, the “Ancillary Transaction Documents”), the sale and delivery of the Series F Preferred Stock Bridge Notes in accordance with this Commitment Agreement and, upon conversion of if the Series F New Preferred StockAcquisition Option is exercised, the issuance of the Conversion SharesNew Preferred thereupon, have has been duly authorized by all necessary corporate or other action of the CompanyCompany and its stockholders, other than such consents, approvals and/or waivers as are conditions to the Closing (the "Disclosed Requirements"). The execution of this AgreementAssuming the Disclosed Requirements are satisfied, the sale execution, delivery and delivery performance of the Series F Preferred Stock and, upon conversion of the Series F Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Ancillary Transaction Documents will not not: (i) violate, conflict with or result in a default under any contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate Revised Charter or by-laws of Incorporation or Bylawsthe Company, or cause the creation of any lien or encumbrance upon any of the material assets of the Company, except for those which do not, or are not reasonably likely to, result in a Material Adverse Effect; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other governmental agency applicable to the Company, except for those which do not, or are not reasonably likely to, result in a Material Adverse Effect; (iii) require from the Company any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws, laws or such other post-closing filings that may be requiredwhere the failure to do so is not reasonably likely to result in a Material Adverse Effect; or (iv) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company is a party or by which the Company it is bound.