Common use of Authorization; No Default Clause in Contracts

Authorization; No Default. (i) The Company has the power and authority to enter into this Agreement and the Registration Rights Agreement and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Registration Rights Agreement by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors. This Agreement and the Registration Rights Agreement are valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms. No stockholder vote of the Company is required to authorize, approve or consummate any of the transactions contemplated hereby. (ii) Neither the execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement and any documents ancillary thereto, nor the consummation of the transactions contemplated hereby and thereby, nor compliance by the Company with any of the provisions thereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company Subsidiary under, any of the material terms, conditions or provisions of (1) its certificate of incorporation or bylaws or substantially equivalent governing documents or (2) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which it may be bound, or to which the Company or any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be subject, or (B) subject to compliance with the statutes and regulations and votes referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company Subsidiary or any of their respective properties or assets; except, in the case of clauses (A)(2) and (B), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (iii) Other than (A) the filing of the Certificates of Designations with the Delaware Secretary of State and (B) such consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any Governmental Entity or any other person (nor expiration nor termination of any statutory waiting periods) is necessary prior to the consummation by the Company of the transactions contemplated by this Agreement and the Registration Rights Agreement.

Authorization; No Default. (i) The Company has the power and authority to enter into this Agreement and the Registration Rights Agreement Transaction Documents and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Registration Rights Agreement Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of the Company (the "Board of Directors"). This Agreement and Subject to such approvals of Governmental Entities as may be required by statute or regulation, the Registration Rights Agreement Transaction Documents are valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms. No stockholder vote of the Company is required to authorize, approve or consummate any of the transactions contemplated hereby. (ii) Neither the execution, delivery and performance by the Company of this Agreement and the Registration Rights Transaction Documents or the AHI Acquisition Agreement and any documents ancillary thereto, nor the consummation of the transactions contemplated hereby and thereby, including the AHI Acquisition and the use of the Cash Proceeds exclusively to pay consideration to sellers pursuant to the AHI Acquisition Agreement, nor compliance by the Company with any of the provisions thereof, will (A1) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company Subsidiary under, under any of the material terms, conditions or provisions of (1A) its certificate Certificate of incorporation Incorporation or bylaws or substantially equivalent governing documents by-laws or (2B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which it may be bound, or to which the Company or any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be subject, or (B2) subject to compliance with the statutes and regulations and votes referred to in the next paragraph, violate any statute, rule or regulation or or, to the knowledge of the Company, any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company Subsidiary or any of their respective properties or assets; except, in the case of clauses (A)(21)(B) and (B2), as would not reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect on the Company. (iii) . Other than (A1) the shareholder votes (x) relating to the proposed amendment to the Company's Certificate of Incorporation (the "Certificate of Incorporation") set forth as Exhibit 5 hereto (the "Charter Amendment" and such approval the "Charter Amendment Approval") and (y) to provide any and all shareholder approvals as may be necessary so that the Series C Preferred Stock shall be immediately convertible into Series B Preferred Stock and Common Stock pursuant to the terms of the Certificate of Designations relating to the Series C Preferred Stock (the "Conversion Approval" and together with the Charter Amendment Approval, the "Shareholder Approvals"), (2) the filing of the Certificates of Designations with the Delaware Secretary of State and (B3) such consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made would not, individually in connection or in compliance with the aggregate, reasonably be expected to have a Material Adverse Effect on the Company▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 ("HSR Act" ), no notice to, filing with, exemption or review by, or authorization, consent or approval of, any Governmental Entity or any other person (nor expiration nor termination of any statutory waiting periods) is necessary prior to for the consummation by the Company of the transactions contemplated by this Agreement and the Registration Rights AgreementTransaction Documents.

Authorization; No Default. (i1) The Company has the corporate power and authority to enter into this Agreement and the Registration Rights Agreement and to carry out its obligations hereunder and thereunderhereunder. The execution, delivery and performance of this Agreement and the Registration Rights Agreement by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of the Company (the “Board of Directors”). This Agreement has been duly and validly executed and delivered by the Registration Rights Company and, assuming due authorization, execution and delivery of this Agreement are by the Investor, is a valid and binding obligations obligation of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganizations, fraudulent transfer or similar laws relating to or affecting creditors generally or by general equitable principles (whether applied in equity or at law). No stockholder vote of other corporate proceedings are necessary for the execution and delivery by the Company is required to authorizeof this Agreement, approve the performance by it of its obligations hereunder or consummate any the consummation by it of the transactions contemplated hereby. (ii2) Neither Subject to compliance with the statutes, regulations and filings referred to in Section 2.2(d)(3), neither the execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement and any documents ancillary theretoAgreement, nor the consummation of the transactions contemplated hereby and thereby, nor compliance by the Company with any of the provisions thereofhereby, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of of, any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of the Company or any Company Subsidiary under, under any of the material terms, conditions or provisions of (1i) its certificate of incorporation or bylaws by-laws (or substantially equivalent similar governing documents documents) or (2ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which it may be bound, or to which the Company or any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be subject, ; or (B) subject to compliance with the statutes and regulations and votes referred to in the next paragraph, violate any statute, rule or regulation or or, to the knowledge of the Company, any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company Subsidiary or any of their respective properties or assets; except, in the case of clauses (A)(2A)(ii) and (B), as would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the Company. (iii3) Other than (A) filings under the filing federal securities laws or the securities or blue sky laws of the Certificates various states, the approval of Designations with the Delaware Secretary of State and (B) such consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Shares for listing on the CompanyNASDAQ Stock Market and as otherwise provided in this Agreement, no material notice to, filing with, exemption or review by, or authorization, consent or approval of, any governmental or regulatory authorities, agencies, courts, commissions or other entities (collectively, “Governmental Entity Entities”) or any other person (nor expiration nor termination of any statutory waiting periods) is necessary prior to for the consummation by the Company of the transactions contemplated by this Agreement and the Registration Rights Agreement.

Authorization; No Default. (i) The Company has the power and authority to enter into this Agreement and the Registration Rights Agreement and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Registration Rights Agreement by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the Company (the “Board of Directors”). This Agreement and the Registration Rights Agreement are represents a valid and binding obligations obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and to judicial limitations on the remedy of specific enforcement and other equitable remedies. No stockholder vote of the Company is required to authorize, approve or consummate any of the transactions contemplated hereby. (ii) Neither the execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement and any documents ancillary theretohereto, nor the consummation of the transactions contemplated hereby and thereby, nor compliance by the Company with any of the provisions hereof or thereof, will (A1) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Company Subsidiary under, under any of the material terms, conditions or provisions of (1A) its certificate Certificate of incorporation Incorporation or bylaws or substantially equivalent governing documents Bylaws or (2B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which it may be bound, or to which the Company or any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be subject, or (B2) subject to compliance with the statutes and regulations and votes referred to in the next paragraph, violate any statute, rule or regulation or or, to the knowledge of the Company, any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company Subsidiary or any of their respective properties or assets; except, in the case of clauses (A)(21)(B) and (B2), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (iii) Other than (A) the filing of the Certificates of Designations with the Delaware Secretary of State and (B) such consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect on the Company, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any Governmental Entity or any other person (nor expiration nor termination of any statutory waiting periods) is necessary prior to the consummation by the Company of the transactions contemplated by this Agreement and the Registration Rights Agreement.