Common use of Authorization and Non-Contravention Clause in Contracts

Authorization and Non-Contravention. 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, the Related Agreements and all agreements, documents and instruments contemplated hereby, the sale and delivery of the Series A Preferred Stock and the Warrants, and, upon conversion of the Series A 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 A Preferred Stock and the Warrants, and, upon conversion of the Series A Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Related Agreements 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 of the Company, 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 state securities or blue sky 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 is a party or by which the Company is bound, except for such violations, conflicts, defaults and rights of acceleration that would not have a Material Adverse Effect.

Authorization and Non-Contravention. This Agreement and all documents executed pursuant hereto The Purchaser Documents to which each Representing Party is a party are valid and binding obligations of thereof (to the Company, extent such Representing Party is a party thereto) and 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 Agreementthe Purchaser Documents, the Related Agreements and all agreements, documents and instruments contemplated hereby, the sale and delivery of the Series A Preferred Stock Notes and the Warrants, and, upon conversion of the Series A Preferred Stock, the issuance of the Conversion Shares, Warrants in accordance with this Agreement have been duly authorized by all necessary corporate or other action of the Companyeach Representing Party. The execution execution, delivery and performance of this Agreementthe Purchaser Documents, including, without limitation, the sale and delivery of the Series A Preferred Stock Notes and the Warrants, and, upon conversion of the Series A Preferred Stock, the issuance of the Conversion SharesWarrants in accordance with this Agreement, and the performance of any transaction transactions contemplated hereby or by the Related Agreements Purchaser 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 such Representing Party is a party or by which it or its assets are bound, or any provision of the Certificate of Incorporation Articles or Bylaws By-Laws or any of the CompanyOrganizational Documents of such Representing Party, or cause the creation of any lien or encumbrance upon any of the material assets of the Companysuch Representing Party; (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 Companysuch Representing Party; (iii) require from the Company such Representing Party any notice to, declaration or filing with, or consent or approval of, (that has not already been obtained) of any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws; or (iv) accelerate any material obligation under, or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company such Representing Party is a party or by which the Company it is bound, except for such violations, conflicts, defaults and rights of acceleration that would not have a Material Adverse Effect.

Authorization and Non-Contravention. This Agreement and all agreements, documents and instruments, including and without limitation, the Transaction Documents, executed and delivered by Seller pursuant hereto hereto, are valid and binding obligations of the CompanySeller, enforceable against Seller in accordance with their respective terms, except (a) as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors and other laws subject to general principles 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 lawequity. The execution, delivery and performance of this Agreement, the Related Agreements Agreement and all agreements, documents and instruments contemplated hereby, the sale executed and delivery of the Series A Preferred Stock and the Warrants, and, upon conversion of the Series A Preferred Stock, the issuance of the Conversion Sharesdelivered by Seller pursuant hereto, have been duly authorized by all necessary corporate or other action actions of the CompanySeller. The execution of this AgreementExcept as set forth in Schedule 2.3, the sale execution and delivery of the Series A Preferred Stock this Agreement and the Warrantsall agreements, and, upon conversion of the Series A Preferred Stock, the issuance of the Conversion Shares, documents and instruments to be executed and delivered by Seller pursuant hereto and the performance of any transaction the transactions contemplated hereby or by the Related Agreements this Agreement and such other agreements, documents and instruments, do not and will not not: (i) violateviolate or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) or loss of benefit 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 Seller’s Certificate of Incorporation or Bylaws of the CompanyBy-laws, or cause the creation of any encumbrance Claim upon any of the material assets of the CompanyBusiness; (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 Legal Requirement applicable to the CompanyBusiness; (iii) require from the Company Buyer or Seller any pre-closing or post-closing notice toof, declaration or filing with, or consent or approval of, of any governmental authority Governmental Authority or other third party other than pursuant to state securities or blue sky lawsparty; or (iv) violate or result in a violation of, or conflict with or constitute or result in a violation of or 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, Approval or Contract of the Business or by which the Purchased Assets are bound or any permit, license or other authorization issued to which the Company is a party or Business by which any Governmental Authority (such permits, licenses and authorizations are collectively referred to herein as the Company is bound, except for such violations, conflicts, defaults and rights of acceleration that would not have a Material Adverse Effect“Permits”).

Authorization and Non-Contravention. The execution, delivery and performance by the Company of this Agreement and all other agreements, documents and instruments to be executed and delivered by the Company as contemplated hereby (including, without limitation, the Certificate) and the issuance and delivery of (i) the Series A Class 1 Preferred Shares and (ii) upon the conversion of the Series A Class 1 Preferred Shares, the Conversion Shares, have been duly authorized by all necessary corporate and other action of the Company. This Agreement and all documents executed pursuant hereto are each such other agreement, document and instrument (including, without limitation, the Certificate) constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms. The execution and delivery by the Company of this Agreement and each other agreement, except document and instrument to be executed and delivered by the Company pursuant hereto or as contemplated hereby (aincluding, without limitation, the Certificate) as limited and the performance 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 Company of the indemnification provisions herein transactions contemplated hereby and in the Registration Rights Agreement may be limited by applicable law. The executionthereby, delivery and performance of this Agreementincluding, without limitation, the Related Agreements and all agreements, documents and instruments contemplated hereby, the sale issuance and delivery of (i) the Series A Class 1 Preferred Stock Shares and (ii) upon the Warrants, and, upon conversion of the Series A Class 1 Preferred StockShares, 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 A Preferred Stock and the Warrants, and, upon conversion of the Series A Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Related Agreements 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 of Incorporation or Bylaws of the Company, or cause the creation of any material encumbrance upon any of the material assets of the Company; (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 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) 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 secure an exemption from qualification of the offer and sale of the Series A Class 1 Preferred Shares under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities or and blue sky laws; 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 or any of its assets is a party or by which the Company or any of its assets is bound, except for such violations, conflicts, defaults and rights of acceleration that would not have a Material Adverse Effect.

Authorization and Non-Contravention. This Agreement Agreement, the Related Agreements and all documents executed pursuant hereto and thereto are valid and binding obligations of the Holding Company, enforceable in accordance with their terms, terms except (a) as may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and fraudulent transfer or other laws of general application relating to or affecting the enforcement of creditors’ rights generally or by equitable principles, and (bii) as limited by laws relating to the effect of rules of law governing 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, the Related Agreements and all agreements, documents and instruments contemplated herebyhereby and thereby, the sale and delivery of the Series A Preferred Stock and the Warrants, and, upon conversion of the Series A Preferred Stockthereof, the issuance and delivery of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Holding Company. The execution of this AgreementAgreement and the Related Agreements, the sale and delivery of the Series A Preferred Stock and the Warrants, and, upon conversion of the Series A Preferred Stockthereof, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Related Agreements and thereby will not (i) violate, conflict with or result in a default under (a) any contract or obligation to which the Company is a party or by which it or its assets are boundDisclosed Contract, or (b) any provision of the Certificate of Incorporation or Bylaws Charter Documents of the Company, or (ii) cause the creation of any encumbrance Lien upon any of the material assets of the Company; (iiiii) 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; (iiiiv) 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 and state securities or blue sky lawslaws and notices to and/or filings with state insurance regulatory authorities listed on Section 2.2 of the Disclosure Schedule; or (ivv) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license Permit or authorization Disclosed Contract to which the Company is a party or by which the Company is bound, except for such violations, conflicts, defaults and rights of acceleration that would not have a Material Adverse Effect.

Authorization and Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and all other agreements, documents and instruments to be executed and delivered by the Company as contemplated hereby (including, without limitation, the Repurchase Agreement) and the issuance and delivery of (i) the Convertible Preferred Shares, and (ii) upon the conversion of the Convertible Preferred Shares, the Conversion Shares, have been duly authorized by all necessary corporate and other action of the Company. This Agreement and all documents executed by the Company pursuant hereto (including, without limitation, the Repurchase Agreement) 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 by the Company of this Agreement, the Related Agreements Agreement and all other agreements, documents and instruments to be executed and delivered by the Company as contemplated herebyhereby (including, without limitation, the sale Repurchase Agreement) and the issuance and delivery of (i) the Series A Convertible Preferred Stock Shares and (ii) upon the Warrants, and, upon conversion of the Series A Convertible Preferred StockShares, the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or other action of do not and will not: (A) except as disclosed in the Company. The execution of this AgreementDisclosure Schedule, the sale and delivery of the Series A Preferred Stock and the Warrants, and, upon conversion of the Series A Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Related Agreements 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 Bylaws of the Company, or cause the creation of any encumbrance upon any of the material assets of the CompanyCompany except as contemplated herein or in the Certificate of Incorporation; (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) except as disclosed in 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 to state securities or blue sky lawsparty; or (ivD) except as disclosed in the Disclosure Schedule, 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, except for such violations, conflicts, defaults and rights of acceleration that would not have a Material Adverse Effect.

Authorization and Non-Contravention. This Agreement and all documents and instruments executed pursuant hereto (including without limitation the Series F Common Warrants and the Second Amended and Restated Voting Rights Agreement) (as defined in Section 5.8) have been duly executed and delivered by the Company and 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, the Related Agreements Agreement and all agreements, documents and instruments contemplated hereby, including the issuance, sale and delivery of the Series A Preferred Stock Shares and the Series F Common Warrants, andand the reservation, issuance and delivery of the shares of Common Stock upon the conversion of the Series A Preferred Stock, Shares or the issuance exercise of the Conversion SharesSeries F Common Warrants, have been duly authorized by all necessary corporate or other action of the Company. The Except as set forth on EXHIBIT F hereto, the execution and delivery of this Agreement, the sale issuance and delivery of the Series A Preferred Stock Shares and the Series F Common Warrants, the reservation of the shares of Common Stock and, upon conversion of the Series A Preferred Stock, Shares or the issuance exercise of the Conversion SharesSeries F Common Warrants, issuance and delivery of the shares of Common Stock, and the performance or consummation of any transaction other transaction, or the execution and delivery of any other document or instrument, contemplated hereby or by the Related Agreements thereby will not not: (i) violate, conflict with or with, result in a default under or acceleration of any contract obligation under, give rise to a right of consent to or obligation give rise to a right of termination of any contract, instrument, agreement, indenture, obligation, authorization or commitment to which the Company is a party or by which it or its assets are boundbound or affected, or any provision of the Amended and Restated Certificate of Incorporation or Bylaws By-laws of the Company, or cause the creation of any lien, charge, claim, restriction or encumbrance of any nature upon any of the material properties or assets of the Company; , except pursuant to this Agreement and the agreements contemplated hereby or (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 lawstatute, ordinance, regulation or rule, or any decree, judgment or order of, or any restriction imposed by by, any court or other federal, state or local governmental agency applicable to the Company; (iii) require from body or agency, which is binding on 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 state securities or blue sky 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 is a party or by which the Company is bound, except for such violations, conflicts, defaults and rights of acceleration that would not have a Material Adverse Effectits assets.

Authorization and Non-Contravention. The execution, delivery and performance by the Company of this Agreement and all other agreements, documents and instruments to be executed and delivered by the Company as contemplated hereby and the issuance and delivery of (i) the Warrant and (ii) upon the exercise of the Warrant, the Warrant Shares, have been duly authorized by all necessary corporate and other 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 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, the Related Agreements and all agreements, documents and instruments contemplated hereby, the sale and delivery of the Series A Preferred Stock and the Warrants, and, upon conversion of the Series A Preferred Stock, the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution and delivery by the Company of this AgreementAgreement and each other agreement, document and instrument to be executed and delivered by the sale and delivery of the Series A Preferred Stock and the Warrants, and, upon conversion of the Series A Preferred Stock, the issuance of the Conversion SharesCompany pursuant hereto or as contemplated hereby, and the performance by the Company of any transaction the transactions contemplated hereby or by and thereby, including, without limitation, the Related Agreements will not issuance and delivery of (i) the Warrant and (ii) upon the exercise of the Warrant, the Warrant Shares, do not and will not: (A) 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 of Incorporation or Bylaws of the Company, or cause the creation of any material encumbrance upon any of the material assets of the Company; (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 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) 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 secure an exemption from qualification of the offer and sale of the Warrant under the Securities Act of 1933, as amended (the "Securities Act") and as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1986, as amended ("HSR"), and applicable state securities or and blue sky laws; 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 or any of its assets is a party or by which the Company or any of its assets is bound, except for such violations, conflicts, defaults and rights of acceleration that would not have a Material Adverse Effect.

Authorization and Non-Contravention. The execution, delivery and performance by the Company of this Agreement and all other agreements, documents and instruments to be executed and delivered by the Company as contemplated hereby (including, without limitation, the Certificate) and the issuance and delivery of (i) the Series A Class 2 Preferred Shares and (ii) upon the conversion of the Series A Class 2 Preferred Shares, the Conversion Shares, have been duly authorized by all necessary corporate and other action of the Company. This Agreement and all documents executed pursuant hereto are each such other agreement, document and instrument (including, without limitation, the Certificate) constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms. The execution and delivery by the Company of this Agreement and each other agreement, except document and instrument to be executed and delivered by the Company pursuant hereto or as contemplated hereby (aincluding, without limitation, the Certificate) as limited and the performance 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 Company of the indemnification provisions herein transactions contemplated hereby and in the Registration Rights Agreement may be limited by applicable law. The executionthereby, delivery and performance of this Agreementincluding, without limitation, the Related Agreements and all agreements, documents and instruments contemplated hereby, the sale issuance and delivery of (i) the Series A Class 2 Preferred Stock Shares and (ii) upon the Warrants, and, upon conversion of the Series A Class 2 Preferred StockShares, 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 A Preferred Stock and the Warrants, and, upon conversion of the Series A Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Related Agreements 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 of Incorporation or Bylaws of the Company, or cause the creation of any material encumbrance upon any of the material assets of the Company; (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 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) 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 secure an exemption from qualification of the offer and sale of the Series A Class 2 Preferred Shares under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities or and blue sky laws; 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 or any of its assets is a party or by which the Company or any of its assets is bound, except for such violations, conflicts, defaults and rights of acceleration that would not have a Material Adverse Effect.

Authorization and Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and all other agreements, documents and instruments to be executed and delivered by the Company as contemplated hereby (including, without limitation, the Repurchase Agreement) and the issuance and delivery of (i) the Convertible Preferred Shares, and (ii) upon the conversion of the Convertible Preferred Shares, the Conversion Shares, have been duly authorized by all necessary corporate and other action of the Company. This Agreement and all documents executed by the Company pursuant hereto (including, without limitation, the Repurchase Agreement) 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 by the Company of this Agreement, the Related Agreements Agreement and all other agreements, documents and instruments to be executed and delivered by the Company as contemplated herebyhereby (including, without limitation, the sale Repurchase Agreement) and the issuance and delivery of (i) the Series A Convertible Preferred Stock Shares and (ii) upon the Warrants, and, upon conversion of the Series A Convertible Preferred StockShares, 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 A Preferred Stock and the Warrants, and, upon conversion of the Series A Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Related Agreements 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 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 By-laws of the Company, or cause the creation of any encumbrance upon any of the material assets of the CompanyCompany except as contemplated herein or in the Certificate of Incorporation; (iiB) 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 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) to the Company's knowledge, 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 state securities or blue sky lawsparty; 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 is a party or by which the Company is bound, except for such violations, conflicts, defaults and rights of acceleration that would not have a Material Adverse Effect.

Authorization and Non-Contravention. (a) This Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto are valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other or similar 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 lawgenerally. The execution, delivery and performance of this Agreement, the Related Agreements Agreement and all agreements, documents and instruments contemplated hereby, executed and delivered by the sale and delivery of the Series A Preferred Stock and the Warrants, and, upon conversion of the Series A Preferred Stock, the issuance of the Conversion Shares, Company pursuant hereto have been duly authorized by all necessary corporate or other action of the Company. The execution of this AgreementExcept for filings, permits, authorizations, consents and approvals that may be required under the HSR Act (as defined in Section 4.4(a)), the sale Securities Act or any state securities laws, the execution and delivery of this Agreement and all agreements, documents and instruments executed and delivered by the Series A Preferred Stock and the Warrants, and, upon conversion of the Series A Preferred Stock, the issuance of the Conversion Shares, Company pursuant hereto and the performance of any transaction the transactions contemplated hereby or by the Related Agreements this Agreement and such other agreements, documents and instruments, do not and will not not: (i) violate or result in a violation of, conflict with or constitute or result in a violation of any provision of the Company Charter or Company Bylaws; (ii) 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 of the Company, 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 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, of any governmental authority or other third party other than pursuant to state securities or blue sky laws(that has not already been obtained); or (iv) except as set forth in Section 2.2 of the Disclosure Schedule (which, in each case, would not individually or in the aggregate, have a Material Adverse Effect on the Company), 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 contract, agreement, permit, license or authorization to which the Company is a party or by which the Company is bound, except for such violations, conflicts, defaults and rights ; or (v) result in the creation or imposition of acceleration that would not have a Material Adverse Effectany Encumbrances upon any of the properties or assets of the Company or any Company Shares.

Authorization and Non-Contravention. The execution, delivery and ----------------------------------- performance by the Company of this Agreement and all other agreements, documents and instruments to be executed and delivered by the Company as contemplated hereby and the issuance and delivery of (i) the Convertible Preferred Shares, (ii) upon the conversion of the Convertible Preferred Shares, the Conversion Shares, and (iii) the Warrants have been duly authorized by all necessary corporate and other action of the Company. This Agreement and all documents executed by the Company pursuant hereto are valid and binding obligations of the Company, enforceable in accordance with their terms. Except as set forth on the Disclosure Schedule, 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 by the Company of this Agreement, the Related Agreements Agreement and all other agreements, documents and instruments to be executed and delivered by the Company as contemplated hereby, hereby and the sale issuance and delivery of (i) the Series A Convertible Preferred Stock and Shares, (ii) upon the Warrants, and, upon conversion of the Series A Convertible 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 A Preferred Stock and the Warrants, and, upon conversion of the Series A Preferred Stock, the issuance of the Conversion Shares, and (iii) the performance Warrants do not and will not, in such a way as to result in a material adverse effect on the Company's assets, liabilities, condition (financial or otherwise), business or results of any transaction contemplated hereby or by the Related Agreements will not operations, on a consolidated basis (ia "Material Adverse Effect"): (A) 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 Bylaws of the Company, bound 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 default (whether after the giving of notice, lapse of time or both) under, any provision of any law, law regulation or rule, or any order of, or any restriction imposed by 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 state securities or blue sky laws; or (ivC) 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. The execution, delivery and performance by the Company of this Agreement and all other agreements, documents and instruments to be executed and delivered by the Company as contemplated hereby and the issuance and delivery of (i) the Convertible Preferred Shares, (ii) upon the conversion of the Convertible Preferred Shares, the Conversion Shares and (iii) the Warrants, do not and will not: (A) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) of any provision of the Certificates of Incorporation or By-laws of the Company or (B) except for such violationsas set forth on the Disclosure Schedule, conflictsrequire from the Company any notice to, defaults and rights declaration or filing with, or consent or approval of acceleration that would not have a Material Adverse Effectany governmental authority or third party.

Authorization and Non-Contravention. The execution, delivery and performance by the Company of this Agreement and all other agreements, documents and instruments to be executed and delivered by the Company as contemplated hereby (including, without limitation, the Certificate of Designation) and the issuance and delivery of (i) the Series C Preferred Shares and (ii) upon the conversion of the Series C Preferred Shares, the Conversion Shares, have been duly authorized by all necessary corporate and other action of the Company. This Agreement and all documents executed pursuant hereto are each such other agreement, document and instrument (including, without limitation, the Certificate of Designation) constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms. The execution and delivery by the Company of this Agreement and each other agreement, except document and instrument to be executed and delivered by the Company pursuant hereto or as contemplated hereby (aincluding, without limitation, the Certificate of Designation) as limited and the performance 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 Company of the indemnification provisions herein transactions contemplated hereby and in the Registration Rights Agreement may be limited by applicable law. The executionthereby, delivery and performance of this Agreementincluding, without limitation, the Related Agreements and all agreements, documents and instruments contemplated hereby, the sale issuance and delivery of (i) the Series A C Preferred Stock Shares and (ii) upon the Warrants, and, upon conversion of the Series A C Preferred StockShares, 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 A Preferred Stock and the Warrants, and, upon conversion of the Series A Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Related Agreements will not (iwhether after the giving of notice, lapse of time or both): (a) violate, conflict with or result in a default under any contract instrument, judgment, order, writ, decree, contract, statute, rule, regulation or obligation to which the Company is a party subject to or by which it or its assets are bound, or any provision of the Certificate of Incorporation or Bylaws of the Company, and a violation of which would have a material adverse effect on the business, condition, financial or cause otherwise, or operations of the Company, or (b) result in any such violation, or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree or contract or an event that results in the creation of any lien, charge or encumbrance upon any of the material assets of the Company; (ii) violate Company or result in a violation ofthe suspension, revocation, impairment, forfeiture or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision nonrenewal of any lawmaterial permit, regulation license, authorization or rule, or any order of, or any restriction imposed by any court or other governmental agency approval applicable to the Company; (iii) require from the Company , its business or operations or any notice to, declaration of its assets or filing with, or consent or approval of, any governmental authority or other third party other than pursuant to state securities or blue sky 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 is a party or by which the Company is bound, except for such violations, conflicts, defaults and rights of acceleration that would not have a Material Adverse Effectproperties.

Authorization and Non-Contravention. This Agreement and all documents executed pursuant hereto are valid and binding obligations of the Company, Jalkut and the Founder, respectively, enforceable in accordance with their terms, except (a) as such enforcement may be 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 bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights and the availability of specific performance, injunctive relief or other equitable remedies, and (c) remedies which are subject to the extent that the enforceability discretion of the indemnification provisions herein and in the Registration Rights Agreement court before which an action may be limited by applicable lawbrought. The execution, delivery and performance of this Agreement, the Related Agreements and all agreements, documents and instruments contemplated hereby, the sale and delivery of the Series A Preferred Stock and the Warrants, and, upon conversion of the Series A Preferred Stock, the issuance of the Conversion Shares, hereby 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 A Preferred Stock and the Warrants, and, upon conversion of the Series A Preferred Stock, the issuance of the Conversion Shares, Agreement and the performance of any transaction contemplated hereby or by the Related Agreements 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 Company's certificate of Incorporation incorporation or Bylaws of the Companybylaws each as amended to date, 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 by, any court or other governmental agency applicable to the Companyagency; (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 state securities or blue sky lawsparty; or (iv) accelerate any obligation under, 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, except for such violations, conflicts, defaults and rights of acceleration that would not have a Material Adverse Effect.

Authorization and Non-Contravention. The execution, delivery and performance by the Company of this Agreement and all other agreements, documents and instruments to be executed and delivered by the Company as contemplated hereby (including, without limitation, the Certificate of Designation) and the issuance and delivery of (i) the Series B Preferred Shares and (ii) upon the conversion of the Series B Preferred Shares, the Conversion Shares, have been duly authorized by all necessary corporate and other action of the Company. This Agreement and all documents executed pursuant hereto are each such other agreement, document and instrument (including, without limitation, the Certificate of Designation) constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms. The execution and delivery by the Company of this Agreement and each other agreement, except document and instrument to be executed and delivered by the Company pursuant hereto or as contemplated hereby (aincluding, without limitation, the Certificate of Designation) as limited and the performance 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 Company of the indemnification provisions herein transactions contemplated hereby and in the Registration Rights Agreement may be limited by applicable law. The executionthereby, delivery and performance of this Agreementincluding, without limitation, the Related Agreements and all agreements, documents and instruments contemplated hereby, the sale issuance and delivery of (i) the Series A B Preferred Stock Shares and (ii) upon the Warrants, and, upon conversion of the Series A B Preferred StockShares, 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 A Preferred Stock and the Warrants, and, upon conversion of the Series A Preferred Stock, the issuance of the Conversion Shares, and the performance of any transaction contemplated hereby or by the Related Agreements 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 of Incorporation or Bylaws of the Company, or cause the creation of any material encumbrance upon any of the material assets of the Company; (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 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) 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 secure an exemption from qualification of the offer and sale of the Series B Preferred Shares under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities or and blue sky laws; 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 or any of its assets is a party or by which the Company or any of its assets is bound, except for such violations, conflicts, defaults and rights of acceleration that would not have a Material Adverse Effect.

Authorization and Non-Contravention. 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 by the Company of this Agreement, the Related Agreements Agreement and all other agreements, documents and instruments to be executed and delivered by the Company as contemplated hereby, and the sale issuance and delivery of (i) the Series A Convertible Preferred Stock Shares, and (ii) upon the Warrants, and, upon conversion of the Series A Convertible Preferred StockShares in accordance with the Charter, the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or and other action of the Company. The execution This Agreement and all documents to be executed by the Company or the Selling Stockholders pursuant hereto are valid and binding obligations of the Company and the Selling Stockholders enforceable in accordance with their terms. Except as set forth in Schedule 2.2, the execution, delivery and performance by the Company of this AgreementAgreement and all other agreements, documents and instruments to be executed and delivered by the sale Company and any Selling Stockholder as contemplated hereby and the issuance and delivery of (i) the Series A Convertible Preferred Stock Shares and (ii) upon the Warrants, and, upon conversion of the Series A Convertible Preferred StockShares in accordance with the Charter, the issuance of the Conversion Shares, do not and the performance of any transaction contemplated hereby or by the Related Agreements 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 of the Company, 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) or loss of benefit under any contract or obligation to which the Company or any Selling Stockholder is a party or by which any of their assets are bound, or any provision of the Charter or By-laws of the Company; (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 CompanyCompany or any Selling Stockholder; (iiiC) except as contemplated by Sections 4.3, 5.8 and 6.4, require from the Company or any Selling Stockholder any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party other than pursuant to state securities or blue sky lawsparty; or (ivD) accelerate any obligation under, under or give rise to a right of termination ofof or result in a loss of benefit under any indenture or loan or credit agreement or any other material agreement, any agreementcontract, instrument, mortgage, lien, lease, permit, license authorization, order, writ, judgment, injunction, decree, determination or authorization arbitration award to which the Company or any Selling Stockholder is a party or by which the property of the Company or any Selling Stockholder is boundbound or affected, except for such violationsor result in the creation or imposition of any mortgage, conflictspledge, defaults and rights lien, security interest or other charge or encumbrance on any of acceleration that would not have a Material Adverse Effectthe assets or properties of the Company or any Selling Stockholder.

Authorization and Non-Contravention. 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 by Lineo of this Agreement, the Related Agreements Agreement and all other agreements, documents and instruments to be executed and delivered by Lineo as contemplated herebyhereby (including, without limitation, the sale Certificate of Designation) and the issuance and delivery of (i) the Series A D Convertible Preferred Stock Shares and (ii) upon the Warrants, and, upon conversion of the Series A D Convertible Preferred StockShares, the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or and other action of Lineo. This Agreement and each such other agreement, document and instrument (including, without limitation, the CompanyCertificate of Designation) constitute valid and binding obligations of Lineo, enforceable in accordance with their respective terms. The execution and delivery by Lineo of this AgreementAgreement and each other agreement, document and instrument to be executed and delivered by Lineo pursuant hereto or as contemplated hereby (including, without limitation, the sale Certificate of Designation) and the performance by Lineo of the transactions contemplated hereby and thereby, including, without limitation, the issuance and delivery of (i) the Series A D Convertible Preferred Stock Shares and (ii) upon the Warrants, and, upon conversion of the Series A D Convertible Preferred StockShares, the issuance of the Conversion Shares, do not and the performance of any transaction contemplated hereby or by the Related Agreements 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 Lineo is a party or by which it or its assets are bound, or any provision of the Certificate of Incorporation or Bylaws of the CompanyLineo, or cause the creation of any material encumbrance upon any of the material assets of the CompanyLineo; (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 material law, regulation or rule, or any order 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 as may be required to secure an exemption from qualification of the offer and sale of the Series D Convertible Preferred Shares under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities or and blue sky laws; 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 Lineo or any of its assets is a party or by which the Company Lineo or any of its assets is bound, except for such violations, conflicts, defaults and rights of acceleration that would not have a Material Adverse Effect.