Common use of Authorization and Non-Contravention Clause in Contracts

Authorization and Non-Contravention. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligations of the Company, enforceable in accordance with its terms, except as enforceability may be limited by: (i) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws, from time to time in effect, which affect enforcement of creditors’ rights generally; and (ii) Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action of the Company and its stockholders. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not: (i) violate or result in a violation of, conflict with or constitute a violation of or a default (whether after the giving of notice, lapse of time or both) or loss of material benefit under any material contract or obligation to which the Company or any Affiliate is a party or by which the Company’s or Affiliate’s assets are bound or affected, or any provision of the Company’s governing documents, or result in or cause the creation of any lien, charge, security interest or encumbrance upon any of the assets of the Company; (ii) violate or conflict with in any way, or result in a breach or violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, statute, ordinance, regulation, rule, judgment, order, injunction, decree, declaration, arbitration award, agency requirement, license or permit of any governmental entity (in any territory in the world) applicable to the Company, any Affiliate, or any of their respective properties (collectively, “Laws”); (iii) require from the Company or Affiliate any notice to, declaration or filing with, or consent, approval, authorization or order of any governmental entity or other third party; or (iv) violate or result in a violation of, or constitute a default or breach (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination, amendment or cancellation of, any permits, authorizations, approvals, licenses, orders, consents, franchises and other rights and privileges (collectively, “Permits”) to which the Company is a party or by which it or its property or assets are bound or affected.

Authorization and Non-Contravention. This Agreement has been duly constitutes, and all agreements, documents and instruments executed and delivered by the Company pursuant hereto when executed and constitutes the legaldelivered shall constitute, valid and binding obligations of the Company, enforceable in accordance with its their respective terms, except as enforceability may be limited by: (i) subject to applicable bankruptcy, insolvency, moratoriumreorganization, reorganization or similar Laws, from time to time in effect, which affect enforcement of creditors’ rights generally; and (ii) Laws relating to the availability of specific performance, injunctive relief, moratorium or other equitable remedies. The executionlaws affecting creditor's rights generally and subject to general principles of equity, delivery and performance regardless of this Agreement has been duly authorized by all necessary corporate action of the Company and its stockholderswhether considered in a proceeding in equity or at law. The execution, delivery and performance of this Agreement and all agreements, documents and instruments executed and delivered by the consummation Company pursuant hereto, the issuance and delivery of the Series E Preferred Shares, and, upon conversion of the Series E Preferred Shares, the issuance and delivery of the Common Conversion Shares, have been, or shall be, prior to the Closing, duly authorized by all necessary corporate action of the Company. The Company's execution and delivery of this Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto, the Company's issuance and delivery of the Series E Preferred Shares, and, upon conversion of the Series E Preferred Shares, the Company's issuance and delivery of the Common Conversion Shares and the Company's performance of the transactions contemplated hereby by this Agreement relating to the sale and issuance of the Series E Preferred Stock and such other agreements, documents and instruments contemplated hereby, do not and will not: (i) violate violate, conflict with or constitute or result in a violation of, conflict with or constitute a violation of or a default (whether after the giving of notice, lapse of time or both) or loss of material benefit under any material contract or obligation to which the Company or any Affiliate is a party or by which the Company’s or Affiliate’s its assets are bound other than any such violations, conflicts or affecteddefaults that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, (ii) violate, conflict with or constitute or result in a violation of or default under any provision of the Company’s governing documentsCertificate of Incorporation or Bylaws, or result in or cause the creation of any lien, charge, security interest or encumbrance Claim upon any of the assets of the Company; (iiiii) violate or materially violate, conflict with in any way, or result in a breach material violation of or violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, statute, ordinance, regulation, regulation or rule, judgmentor any order of, orderor any restriction imposed by, injunction, decree, declaration, arbitration award, any court or governmental agency requirement, license or permit of any governmental entity (in any territory in the world) applicable to the Company, any Affiliate, ; or any of their respective properties (collectively, “Laws”); (iiiiv) require from the Company or Affiliate any notice to, declaration or filing with, or consent, approval, authorization consent or order approval of any governmental entity authority or other third party; , except for the pre-merger notification requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1974 or (iv) violate any successor statute, as amended and in effect from time to time the "HSR Act"), and such qualifications or result filings under applicable securities or regulatory laws as may be required in a violation of, or constitute a default or breach (whether after connection with the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination, amendment or cancellation of, any permits, authorizations, approvals, licenses, orders, consents, franchises and other rights and privileges (collectively, “Permits”) to which the Company is a party or by which it or its property or assets are bound or affectedtransactions contemplated thereby.

Authorization and Non-Contravention. This The execution, delivery and performance of this Agreement has and the Related Agreements to which the Company is, or at the Closing will be, a party have been duly executed and delivered authorized by all necessary limited liability company or other action on the part of the Company. Without limiting the generality of the foregoing, the managers of the Company and constitutes Seller have each duly authorized the execution, delivery and performance of this Agreement and each Related Agreement by the Company. This Agreement and the Related Agreements to which the Company is, or at the Closing will be, a party each constitute the legal, valid and binding obligations of the Company, enforceable in accordance with its their respective terms, except . Except as enforceability may be limited by: (iset forth on Section 3.1(b) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws, from time to time in effect, which affect enforcement of creditors’ rights generally; and (ii) Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action of the Company and its stockholders. The Disclosure Schedule, the Company’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not: (i) violate or result in a violation of, conflict with or constitute a violation of or a default (whether after the giving of notice, lapse of time or both) or loss of material benefit under any material contract or obligation Related Agreements to which the Company is, or any Affiliate is at the Closing will be, a party does not and will not (i) constitute a breach, violation or by which the Company’s or Affiliate’s assets are bound or affected, or any provision infringement of the Company’s governing documents, or result in or cause the creation of any lien, charge, security interest or encumbrance upon any of the assets of the Company; (ii) violate or conflict with in any way, or result in constitute a breach or violation of, of or constitute a default under (whether after the giving of notice, with or without due notice or lapse of time or both) any Law, Order or other restriction of any Governmental Authority to which the Company or any of its assets or properties is subject, (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under, any provision of any law, statute, ordinance, regulation, rule, judgment, order, injunction, decree, declaration, arbitration award, agency requirement, license or permit of any governmental entity (in any territory in the world) applicable to the Company, any Affiliate, or any of their respective properties (collectively, “Laws”); (iii) require from the Company or Affiliate any notice to, declaration or filing with, or consent, approval, authorization or order of any governmental entity or other third party; or (iv) violate or result in a violation of, or constitute a default or breach (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination, amendment or cancellation of, any permits, authorizations, approvals, licenses, orders, consents, franchises and other rights and privileges (collectively, “Permits”) material Contract to which the Company is a party or by which it is bound or its property by which any of the Company’s assets, properties or assets are business is bound or affected, (iv) result in the creation or imposition of any Encumbrance upon any of the Company’s assets or properties except for Encumbrances released at or prior to the Closing, or (v) require any consent, Permit, approval, license, certificate, covenant, waiver, authorization, novation or notice of or to any Person, including any Governmental Authority or any party to any material Contract, except for any such consent, Permit, approval, license, certificate, covenant, waiver, authorization, novation or notice that will have been obtained or made prior to the Closing and is listed on Section 3.1(b) of the Disclosure Schedule.

Authorization and Non-Contravention. This Agreement has been duly executed and delivered by the Company and constitutes the legal, The Transaction Documents are valid and binding obligations of the Company, enforceable in accordance with its their terms, except as enforceability may be limited by: (i) by applicable bankruptcy, insolvency, moratorium, reorganization or similar Lawslaws, from time to time in effect, which affect enforcement of creditors’ ' rights generally; and (ii) Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The execution, delivery and performance of the Transaction Documents, the sale and delivery of the Shares in accordance with this Agreement has and, if converted in accordance with the Certificate of Incorporation, the issuance of the Common Stock received upon conversion of the Series B Preferred Stock (the "Conversion Shares"), have been duly authorized by all necessary corporate or other action of the Company and its stockholders. The execution, delivery and performance of the Transaction Documents, including, without limitation, the sale and delivery of the Shares in accordance with this Agreement and, if the Shares are converted, the issuance of the Conversion Shares in accordance with the Certificate of Incorporation and the consummation performance of the any transactions contemplated hereby do by the Transaction Documents will not and will not: (i) violate or result in a violation ofviolate, conflict with or constitute a violation of or result in a default (whether after the giving of notice, lapse of time or both) or loss of material benefit under any material contract or obligation to which the Company or any Affiliate is a party or by which the Company’s it or Affiliate’s its assets are bound or affectedbound, or any provision of the Company’s governing documentsCertificate of Incorporation or By-Laws, or result in or cause the creation of any lien, charge, security interest lien or encumbrance upon any of the assets of the Company, except for those which would not have a Material Adverse Effect; (ii) violate or violate, conflict with in any way, or result in a breach or violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, statute, ordinance, regulation, regulation or rule, judgmentor any order of, order, injunction, decree, declaration, arbitration award, or any restriction imposed by any court or other governmental agency requirement, license or permit of any governmental entity (in any territory in the world) applicable to the Company, any Affiliate, or any of their respective properties (collectively, “Laws”)except for those which would not have a Material Adverse Effect; (iii) require from the Company or Affiliate any notice to, declaration or filing with, or consent, approval, authorization consent or order approval of any governmental entity authority or other third partyparty other than pursuant to federal or state securities or blue sky laws; or (iv) violate or result in a violation of, or constitute a default or breach (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination, amendment or cancellation termination of, any permitsagreement, authorizationspermit, approvals, licenses, orders, consents, franchises and other rights and privileges (collectively, “Permits”) license or authorization to which the Company is a party or by which it is bound, which acceleration or its property or assets are bound or affectedtermination would have a Material Adverse Effect.

Authorization and Non-Contravention. This Agreement has been duly executed and delivered by the Company and constitutes the legal, is a valid and binding obligations obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by: (i) by applicable bankruptcy, insolvency, moratorium, reorganization or similar Lawslaws, from time to time in effect, which affect enforcement of creditors’ rights generally; and (ii) Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The execution, delivery Company has all requisite corporate power and performance of authority to execute and deliver this Agreement has been duly authorized by all necessary corporate action of and to consummate the Company and its stockholderstransactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not have been duly authorized by all necessary corporate or other action of the Company and no other corporate proceedings on the part of the Company are necessary to approve this Agreement and to consummate any of the transactions contemplated hereby, other than the adoption of this Agreement by the Stockholders in accordance with Delaware Law. The Company Board has, as of the date hereof, approved and deemed this Agreement to be advisable and determined that the Merger is fair to and in the best interest of the Company and the Stockholders. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (ia) violate violate, conflict with or result in a violation of, conflict with or constitute a violation of or a default (whether after the giving of notice, lapse of time or both) or loss of material benefit under any material contract or obligation to which the Company or any Affiliate is a party or by which the Company’s it or Affiliate’s its assets are bound or affectedbound, or any provision of the Company’s governing documentsCertificate of Incorporation or By-Laws, or result in or cause the creation of any lien, charge, security interest lien or encumbrance upon any of the assets of the Company, except for those which would not have, or be reasonably likely to have, a Material Adverse Effect; (iib) violate or conflict with in any way, or result in a breach or violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, statute, ordinance, regulation, regulation or rule, judgmentor, order, injunction, decree, declaration, arbitration award, agency requirement, license or permit to the knowledge of any governmental entity (in any territory in the world) applicable to the Company, any Affiliateorder of, or any restriction imposed by any court or other governmental agency applicable to any of their respective properties (collectivelythe Company, “Laws”)except for those which would not have, or be reasonably likely to have, a Material Adverse Effect; (iiic) require from the Company or Affiliate any notice to, declaration or filing with, or consent, approval, authorization consent or order approval of any governmental entity authority or other third partyparty other than pursuant to applicable securities laws (including, without limitation, U.S. “blue sky” laws); or (ivd) violate or result in a violation of, or constitute a default or breach (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination, amendment or cancellation termination of, any permitsagreement, authorizationspermit, approvals, licenses, orders, consents, franchises and other rights and privileges (collectively, “Permits”) license or authorization to which the Company is a party or by which it is bound, except for those which would not have, or its property or assets are bound or affectedbe reasonably likely to have, a Material Adverse Effect.

Authorization and Non-Contravention. This Agreement has been duly executed and delivered by the Company and constitutes the legal, The Transaction Documents are valid and binding obligations of the Company, enforceable in accordance with its their terms, except as enforceability may be limited by: (i) by applicable bankruptcy, insolvency, moratorium, reorganization or similar Lawslaws, from time to time in effect, which affect enforcement of creditors’ rights generally; and (ii) Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The execution, delivery and performance of the Transaction Documents, the sale and delivery of the Shares in accordance with this Agreement has 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 C Preferred Stock (the “Conversion Shares”), have been duly authorized by all necessary corporate or other action of the Company and its stockholders. The execution, delivery and performance of the Transaction Documents, including, without limitation, the sale and delivery of the Shares in accordance with this Agreement and, if the Shares are converted, the issuance of the Conversion Shares in accordance with the Certificate of Incorporation and the consummation performance of the any transactions contemplated hereby do by the Transaction Documents will not and will not: (i) violate or result in a violation ofviolate, conflict with or constitute a violation of or result in a default (whether after the giving of notice, lapse of time or both) or loss of material benefit under any material contract or obligation to which the Company or any Affiliate is a party or by which the Company’s it or Affiliate’s its assets are bound or affectedbound, or any provision of the Company’s governing documentsCertificate of Incorporation or By-Laws, or result in or cause the creation of any lien, charge, security interest lien or encumbrance upon any of the assets of the Company, except for those which would not have a Material Adverse Effect; (ii) violate or violate, conflict with in any way, or result in a breach or violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, statute, ordinance, regulation, regulation or rule, judgmentor any order of, order, injunction, decree, declaration, arbitration award, or any restriction imposed by any court or other governmental agency requirement, license or permit of any governmental entity (in any territory in the world) applicable to the Company, any Affiliate, or any of their respective properties (collectively, “Laws”)except for those which would not have a Material Adverse Effect; (iii) require from the Company or Affiliate any notice to, declaration or filing with, or consent, approval, authorization consent or order approval of any governmental entity authority or other third partyparty other than pursuant to federal or state securities or blue sky laws; or (iv) violate or result in a violation of, or constitute a default or breach (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination, amendment or cancellation termination of, any permitsagreement, authorizationspermit, approvals, licenses, orders, consents, franchises and other rights and privileges (collectively, “Permits”) license or authorization to which the Company is a party or by which it is bound, which acceleration or its property or assets are bound or affectedtermination would have a Material Adverse Effect.

Authorization and Non-Contravention. This The execution, delivery and performance by the Company of this Agreement has been duly and each agreement, document and instrument to be executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement and the issuance and sale of the Shares, have been duly authorized by all necessary corporate action of the Company. This Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement constitutes the legal, a valid and binding obligations obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by: (i) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws, from time to time in effect, which affect enforcement of creditors’ rights generally; and (ii) Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The execution, execution and delivery and performance of this Agreement has been duly authorized by all necessary corporate action of the Company and its stockholders. The execution, delivery and performance of this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of the consummation Company pursuant to or as contemplated by this Agreement and the performance by the Company of the transactions contemplated hereby and thereby, including the issuance and delivery of the Shares, do not and will not: (iA) violate or result in a violation ofviolate, conflict with or constitute a violation of or result in a default (whether after the giving of notice, lapse of time or both) or loss of material benefit under any material contract or obligation to which the Company or any Affiliate is a party or by which the Company’s or Affiliate’s assets are bound or affected, or any provision of the Company’s governing documents, or result in or cause the creation of any lien, charge, security interest or encumbrance upon any of the assets of the Company; (ii) violate or conflict with in any way, or result in a breach or violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, statute, ordinance, regulation, rule, judgment, order, injunction, decree, declaration, arbitration award, agency requirement, license or permit of any governmental entity (in any territory in the world) applicable to the Company, any Affiliate, or any of their respective properties (collectively, “Laws”); (iii) require from the Company or Affiliate any notice to, declaration or filing with, or consent, approval, authorization or order of any governmental entity or other third party; or (iv) violate or result in a violation of, or constitute a default or breach (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination, amendment or cancellation of, any permits, authorizations, approvals, licenses, orders, consents, franchises and other rights and privileges (collectively, “Permits”) to which the Company is a party or by which it or its property or assets are bound and which have not been waived, or affectedany provision of the articles of incorporation or bylaws of the Company; (B) to the Company's knowledge, violate or result in a violation of, or constitute a default under, any provision of any material law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the Company; (C) require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or third party other than as may be required (x) to secure an exemption from qualification of the offer and sale of the Shares under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities and blue sky laws, or (y) under the HSR Act; or (D) 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. This The execution, delivery and performance by the Company of this Agreement has been duly and each agreement, document and instrument to be executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement and the issuance and sale of the Shares, have been duly authorized by all necessary corporate action of the Company. This Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement constitutes the legal, a valid and binding obligations obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by: (i) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws, from time to time in effect, which affect enforcement of creditors’ rights generally; and (ii) Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The execution, execution and delivery and performance of this Agreement has been duly authorized by all necessary corporate action of the Company and its stockholders. The execution, delivery and performance of this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of the consummation Company pursuant to or as contemplated by this Agreement and the performance by the Company of the transactions contemplated hereby and thereby, including the issuance and delivery of the Shares, do not and will not: (iA) violate or result in a violation ofviolate, conflict with or constitute a violation of or result in a default (whether after the giving of notice, lapse of time or both) or loss of material benefit under any material contract or obligation to which the Company or any Affiliate is a party or by which the Company’s or Affiliate’s assets are bound or affected, or any provision of the Company’s governing documents, or result in or cause the creation of any lien, charge, security interest or encumbrance upon any of the assets of the Company; (ii) violate or conflict with in any way, or result in a breach or violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, statute, ordinance, regulation, rule, judgment, order, injunction, decree, declaration, arbitration award, agency requirement, license or permit of any governmental entity (in any territory in the world) applicable to the Company, any Affiliate, or any of their respective properties (collectively, “Laws”); (iii) require from the Company or Affiliate any notice to, declaration or filing with, or consent, approval, authorization or order of any governmental entity or other third party; or (iv) violate or result in a violation of, or constitute a default or breach (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination, amendment or cancellation of, any permits, authorizations, approvals, licenses, orders, consents, franchises and other rights and privileges (collectively, “Permits”) to which the Company is a party or by which it or its property or assets are bound and which have not been waived, or affectedany provision of the articles of incorporation or bylaws of the Company; (B) to the Company's knowledge, violate or result in a violation of, or constitute a default under, any provision of any material law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the Company; (C) require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or third party other than as may be required to secure an exemption from qualification of the offer and sale of the Shares under the Securities Act of 1933, as amended (the "Securities Act"); or (D) 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. This Agreement has been duly executed and delivered by the Company and constitutes the legal, Note is a valid and binding obligations obligation of the CompanyBorrower, enforceable in accordance with its terms, except as enforceability may be limited by: (i) by applicable bankruptcy, insolvency, moratorium, reorganization or similar Lawslaws, from time to time in effect, which affect enforcement of creditors’ creditors‛ rights generally; and (ii) Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The execution, delivery delivery, issuance and performance of this Agreement has Note have been duly authorized by all necessary corporate or other action of the Company and its stockholdersBorrower. The execution, delivery and issuance of this Note and the performance of this Agreement and the consummation of the any transactions contemplated hereby do not and by this Note will not: (i) violate or result in a violation of, conflict with or constitute result in a violation of or a default (whether after the giving of notice, lapse of time or both) or loss of material benefit under any material contract or obligation to which the Company or any Affiliate Borrower is a party or by which the Company’s it or Affiliate’s its assets are bound or affectedbound, or any provision of the Company’s governing documentscharter or bylaws, or result in or cause the creation of any lienliens, chargeclaims, options, charges, pledges, security interest interests, deeds of trust, voting agreements (except as provided herein), voting trusts, encumbrances, rights or encumbrance restrictions of any nature upon any of the assets of the Company; Borrower, except for those which would not have, or be reasonably likely to have, a Material Adverse Effect; (ii) violate or violate, conflict with in any way, or result in a breach or violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, statute, ordinance, regulation, regulation or rule, judgment, order, injunction, decree, declaration, arbitration award, agency requirement, license or permit of any governmental entity (in any territory in the world) applicable to the Company, any Affiliate, or any of their respective properties (collectivelyorder of, “Laws”); or any restriction imposed by any court or other governmental agency applicable to Borrower, except for those which would not have, or be reasonably likely to have, a Material Adverse Effect; (iii) require from the Company or Affiliate Borrower any notice to, declaration or filing with, or consent, approval, authorization consent or order approval of any governmental entity authority or other third party; , except for notice filings pursuant to Regulation D of the Securities Act and applicable state securities laws; or (iv) violate or result in a violation of, or constitute a default or breach (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination, amendment or cancellation termination of, any permitsagreement, authorizationspermit, approvals, licenses, orders, consents, franchises and other rights and privileges (collectively, “Permits”) license or authorization to which the Company Xxxxxxxx is a party or by which it or its property or assets are bound or affectedis Bound.

Authorization and Non-Contravention. This Agreement has been duly and all documents executed and delivered by the Company and constitutes the legal, pursuant hereto are valid and binding obligations of the Company, enforceable in accordance with its their terms, except (a) as enforceability may be limited by: (i) by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization or similar Laws, from time to time in effect, which affect moratorium and other laws of general application affecting enforcement of creditors’ rights generally; and generally or by equitable principles, (iib) Laws as limited by laws relating to the availability of specific performance, injunctive relief, 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 has Agreement, the Related Agreements and all agreements, documents and instruments contemplated hereby, the sale and delivery of the Series B Preferred Stock and, upon conversion of the Series B Preferred Stock, the issuance of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company and its stockholdersCompany. The executionexecution of this Agreement, the sale and delivery of the Series B Preferred Stock and, upon conversion of the Series B Preferred Stock, the issuance of the Conversion Shares, and the performance of this Agreement and the consummation of the transactions any transaction contemplated hereby do or by the Related Agreements will not and will not: (i) violate violate, conflict with or result in a violation of, conflict with or constitute a violation of or a default (whether after the giving of notice, lapse of time or both) or loss of material benefit under any material contract or obligation to which the Company or any Affiliate is a party or by which the Company’s it or Affiliate’s its assets are bound or affectedbound, or any provision of the Certificate of Incorporation or Bylaws of the Company’s governing documents, or result in or cause the creation of any lien, charge, security interest or encumbrance upon any of the material assets of the Company; (ii) violate or conflict with in any way, or result in a breach or violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, statute, ordinance, regulation, regulation or rule, judgmentor any order of, order, injunction, decree, declaration, arbitration award, or any restriction imposed by any court or other governmental agency requirement, license or permit of any governmental entity (in any territory in the world) applicable to the Company, any Affiliate, or any of their respective properties (collectively, “Laws”); (iii) require from the Company or Affiliate any notice to, declaration or filing with, or consentconsent or approval of, approval, authorization or order of any governmental entity authority or other third partyparty other than pursuant to state securities or blue sky laws; or (iv) violate or result in a violation of, or constitute a default or breach (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination, amendment or cancellation termination of, any permitsagreement, authorizationspermit, approvals, licenses, orders, consents, franchises and other rights and privileges (collectively, “Permits”) license or authorization to which the Company is a party or by which it or its property or assets are bound or affectedthe 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 has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligations of the Company, enforceable in accordance with its terms, except as enforceability may be limited by: (i) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws, from time to time in effect, which affect enforcement of creditors’ rights generally; and (ii) Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action of the Company and its stockholders. The execution, delivery and performance of this Agreement and the Related Agreements to which either of Buyer or Parent is, or at the Closing will be, a party, and the consummation of the transactions contemplated hereby do and thereby, have been duly authorized by all necessary limited liability company or corporate, as applicable, action on the part of Buyer or Parent, as applicable. This Agreement and the Related Agreements to which Buyer or Parent is, or at the Closing will be, a party each constitute a legal, valid and binding obligation of Buyer or Parent, enforceable pursuant to its terms. Each of Buyer’s and Parent’s execution, delivery and performance of this Agreement and the Related Agreements to which Buyer or Parent is, or at the Closing will be, a party, and the consummation of the transactions contemplated hereby and thereby does not and will not: not (i) violate or result in a violation of, conflict with or constitute a breach, violation or infringement of such Person’s governing documents; (ii) constitute a breach or violation of or a default under (whether after the giving of notice, with or without due notice or lapse of time or both) any Law, Order or loss other restriction of material benefit under any material contract or obligation Governmental Authority to which the Company such Person or any Affiliate of its assets or properties is subject; (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under, any Contract or Permit to which such Person is a party or by which the Company’s such Person is bound or Affiliateby which any of such Person’s assets are or properties is bound or affected, or any provision of the Company’s governing documents, or result in or cause the creation of any lien, charge, security interest or encumbrance upon any of the assets of the Company; (ii) violate or conflict with in any way, or result in a breach or violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, statute, ordinance, regulation, rule, judgment, order, injunction, decree, declaration, arbitration award, agency requirement, license or permit of any governmental entity (in any territory in the world) applicable to the Company, any Affiliate, or any of their respective properties (collectively, “Laws”); (iii) require from the Company or Affiliate any notice to, declaration or filing with, or consent, approval, authorization or order of any governmental entity or other third party; or (iv) violate except as set forth in Schedule 4(b), require any Permit, certificate, consent, waiver, authorization, novation or result in a violation ofnotice of or to any other Person, including any Governmental Authority or constitute a default or breach (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise party to a right of termination, amendment or cancellation of, any permits, authorizations, approvals, licenses, orders, consents, franchises and other rights and privileges (collectively, “Permits”) Contract to which the Company such Person is a party party, except, with respect to subsections (ii), (iii) and (iv) as would not materially adversely affect Buyer’s or Parent’s, as applicable, ability to consummate the transactions contemplated by which it or its property or assets are bound or affectedthis Agreement.